SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 30, 1995
SOFTKEY INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-13069 94-2562108
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE ATHENAEUM STREET, CAMBRIDGE, MASSACHUSETTS 02142
(Address of principal executive offices) (Zip Code)
(617) 494 - 1200
Registrant's telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Total Number of Pages
Exhibit Index Appears on Page
Item 2. Disposition or Acquisition of Assets.
(a) (i) Acquisition of The Learning Company. Pursuant
to the terms of the previously reported SoftKey/TLC
Agreement and Plan of Merger dated December 6, 1995 (the
"TLC Merger Agreement") among SoftKey International Inc.
(the "Company"), Kidsco Inc., a Delaware corporation and
a wholly owned subsidiary of the Company ("Kidsco"), and
The Learning Company, a Delaware corporation ("TLC"), on
December 22, 1995, Kidsco accepted for purchase 7,686,833
shares of common stock, par value $.001 per share, of TLC
("TLC Common Stock"), together with the associated
preferred stock purchase rights, at a purchase price of
$67.50 per share (and associated right), pursuant to
Kidsco's tender offer (the "Offer") for all outstanding
shares of TLC.
In addition, pursuant to the terms of the TLC
Merger Agreement, on December 27, 1995, Kidsco merged
with and into TLC (the "TLC Merger"), with TLC surviving
the TLC Merger (the "TLC Surviving Corporation"). At the
effective time of the TLC Merger (the "TLC Effective
Time"), the separate existence of Kidsco ceased, and TLC
became a wholly owned subsidiary of the Company. At the
TLC Effective Time; (a) each share of TLC Common Stock
(and associated right) outstanding immediately prior
thereto (other than shares and associated rights held by
the Company or Kidsco and other than shares and
associated rights as to which dissenters' rights were or
will be properly asserted under the Delaware General
Corporation Law) was converted into the right to receive
$67.50, without interest thereon; and (b) each share of
common stock, par value $.01 per share, of Kidsco
outstanding immediately prior thereto was converted into
one share of common stock of the TLC Surviving
Corporation. In the TLC Merger, all options ("TLC
Options") to purchase TLC Common Stock issued under TLC's
1986 Stock Option Plan or Incentive Stock Option,
Nonqualified Stock Option and Restricted Stock Purchase
Plan-1990, as amended, outstanding immediately prior to
the TLC Effective Time were assumed by the Company,
except that each holder of a TLC Option which was vested
and exercisable as of December 21, 1995 was provided with
the opportunity to elect to receive, in exchange for each
such vested and exercisable TLC Option, an amount in cash
equal to the product of (i) the excess of $67.50 over the
exercise price thereof and (ii) the number of shares of
TLC Common Stock subject thereto.
Kidsco obtained the funds necessary to consummate
the Offer and TLC Merger through capital contributions or
advances made by the Company. The Company obtained the
funds for such capital contributions or advances out of
its current assets, including proceeds (a) from the
recent private offering of $350,000,000 of 5 1/2% Senior
Convertible Notes Due 2000, (b) from a recent equity
offering and (c) from the proceeds of the sale of the
Notes (as defined herein) to Tribune Company ("Tribune").
The foregoing description of the terms and
provisions of the TLC Merger Agreement is qualified in
its entirety by reference to the TLC Merger Agreement,
together with the respective exhibits thereto, filed as
Exhibit 2.2 to the Current Report on Form 8-K of the
Company filed with the Securities and Exchange Commission
on December 11, 1995 (the "Form 8-K") and hereby
incorporated by reference herein.
(ii) Acquisition of Compton's NewMedia, Inc. and
Compton's Learning Company. Pursuant to the terms of the
previously reported Agreement and Plan of Merger (the
"Compton's Merger Agreement"), dated as of November 30,
1995, by and among the Company, Cubsco I Inc., a
California corporation and a wholly owned subsidiary of
the Company ("Cubsco I"), Cubsco II Inc., a Delaware
corporation and a wholly owned subsidiary of the Company
("Cubsco II"), Tribune, Compton's NewMedia, Inc., a
California corporation and a wholly owned subsidiary of
Tribune ("CNI"), and Compton's Learning Company, a
Delaware corporation and a wholly owned subsidiary of
Tribune ("CLC"), on December 28, 1995, Cubsco I merged
with and into CNI (the "CNI Merger") with CNI surviving
the CNI Merger (the "CNI Surviving Corporation"), and
Cubsco II merged with and into CLC (the "CLC Merger"),
with CLC surviving the CLC Merger (the "CLC Surviving
Corporation"). At the effective time of the CNI Merger
(the "CNI Effective Time"), the separate existence of
Cubsco I ceased, and CNI became a wholly owned subsidiary
of the Company. At the CNI Effective Time: (a) each
share of common stock of CNI outstanding immediately
prior thereto was converted into the right to receive
3.7344888 shares of common stock, par value $.01 per
share, of the Company ("SoftKey Common Stock"); and (b)
each share of common stock, par value $.01 per share, of
Cubsco I outstanding immediately prior thereto was
converted into one share of common stock of the CNI
Surviving Corporation. At the effective time of the CLC
Merger (the "CLC Effective Time"), the separate existence
of Cubsco II ceased, and CLC became a wholly owned
subsidiary of the Company. At the CLC Effective Time:
(a) each share of common stock, par value $1.00 per
share, of CLC outstanding immediately prior thereto was
converted into the right to receive 83.862 shares of
SoftKey Common Stock; and (b) each share of common stock,
par value $.01 per share, of Cubsco II outstanding
immediately prior thereto was converted into one share of
common stock of the CLC Surviving Corporation.
The foregoing description of the terms and
provisions of the Compton's Merger Agreement is qualified
in its entirety by reference to the Compton's Merger
Agreement, together with the respective exhibits thereto,
filed as Exhibit 2.1 hereto the Form 8-K and hereby
incorporated by reference herein.
In connection with the CNI Merger and CLC Merger,
the Company issued 587,036 additional shares of SoftKey
Common Stock to Tribune in cancellation of $14 million of
intercompany debt and executed a promissory note to
Tribune for $3 million of intercompany debt.
(b) Assets constituting plant, equipment or other
physical property acquired by the Company in the TLC
Merger, the CNI Merger and the CLC Merger were used by
TLC, CNI and CLC, respectively in the development,
marketing and sale of software products for use on
personal computers. The Company currently intends to use
these assets in the same manner in which they were used
prior to the Company's acquisitions of TLC, CNI and CLC,
respectfully.
Item 5. Other Events.
Pursuant to the terms of the previously reported
Securities Purchase Agreement (the "Securities Purchase
Agreement") dated November 30, 1995 between the Company
and Tribune on December 22, 1995, Tribune purchased the
$150,000,000 principal amount of 5 1/2% Senior
Convertible/Exchangeable Notes due 2000 of the Company.
The foregoing description of the terms and
provisions of the Securities Purchase Agreement is
qualified in its entirety by reference to the Securities
Purchase Agreement, together with the respective exhibits
thereto, filed as Exhibit 4.1 to the Form 8-K and hereby
incorporated by reference herein.
Also, on November 30, 1995, the Board of
Directors of the Company adopted a resolution clarifying
the Company's policy as in effect since January 24, 1994
that the Company's fiscal year for financial reporting
purposes is the 52 or 53 week period ending on or after
December 31 of each year.
Item 7. Financial Statement, Pro Forma Financial
Information and Exhibits.
(a) The information contained in pages 43 through
60, inclusive, of the Annual Report on Form 10-
K of The Learning Company, SEC file number 0-
20076, filed with the SEC on September 25, 1995
and in pages 3 through 9, inclusive, of the
Quarterly Report on Form 10-Q of The Learning
Company, SEC file number 0-20076, filed with
the SEC on November 14, 1995 is hereby
incorporated by reference herein. It is
impracticable to provide the required financial
statements for CNI and CLC on the date hereof.
Accordingly, the required financial statements
will be filed as an amendment to this Current
Report on Form 8-K as soon as practicable, but
not later than March 12, 1996 (60 days after
this Current Report on Form 8-K must be filed).
(b) The information contained in Appendix I to
Exhibit (a)(38) to Amendment No. 19 to the
Tender Offer Statement on Schedule 14D-1 of
SoftKey International Inc. and Kidsco Inc.,
filed with the SEC on December 4, 1995, is
hereby incorporated by reference herein.
(c) Exhibits.
Exhibit No. Description
2.1 SoftKey/TLC Agreement and Plan of Merger
dated December 6, 1995 among SoftKey
International Inc., Kidsco Inc. and
The Learning Company*
2.2 Agreement and Plan of Merger, dated as of
November 30, 1995, by and among SoftKey
International Inc., Cubsco I Inc., Cubsco
II Inc., Tribune Company, Compton's
NewMedia, Inc. and Compton's Learning
Company.*
4.1 Securities Purchase Agreement dated as of
November 30, 1995 between SoftKey
International Inc. and Tribune Company*
99.1 Form of Press Release issued by SoftKey
International Inc. dated December 22, 1995
99.2 Form of Press Release issued by SoftKey
International Inc. dated December 28, 1995
99.3 Pages 43 through 60, inclusive, of the
Annual Report on Form 10-K of The Learning
Company, SEC file number 0-20076, filed
with the SEC on September 25, 1995**
99.4 Pages 3 through 9, inclusive, of the
Quarterly Report on Form 10-Q of The
Learning Company, SEC file number 0-20076,
filed with the SEC on November 14, 1995**
99.5 Appendix I to Exhibit (a)(38) to Amendment
No. 19 to the Tender Offer Statement on
Schedule 14D-1 of SoftKey International
Inc. and Kidsco Inc., filed with the SEC
on December 4, 1995**
* Incorporated by reference to exhibits filed with the
Company's Current Report on Form 8-K filed December
11, 1995.
** Incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOFTKEY INTERNATIONAL INC.
By:/s/ Neal S. Winneg
Neal S. Winneg
Vice President
December 29, 1995
Exhibit Index
Exhibit Sequential
No. Description Page No.
2.2 SoftKey/TLC Agreement and Plan of
Merger dated December 6, 1995 among
SoftKey International Inc., Kidsco
Inc. and The Learning Company*
4.1 Securities Purchase Agreement dated
as of November 30, 1995 between
SoftKey International Inc. and
Tribune Company*
99.1 Form of Press Release issued by
SoftKey International Inc. dated
December 22, 1995
99.2 Form of Press Release issued by
SoftKey International Inc. dated
December 28, 1995
99.3 Pages 43 through 60, inclusive, of
the Annual Report on Form 10-K of
The Learning Company, SEC file
number 0-20076, filed with the SEC
on September 25, 1995**
99.4 Pages 3 through 9, inclusive, of
the Quarterly Report on Form 10-Q
of The Learning Company, SEC file
number 0-20076, filed with the SEC
on November 14, 1995**
99.5 Appendix I to Exhibit (a)(38) to
Amendment No. 19 to the Tender
Offer Statement on Schedule 14D-1
of SoftKey International Inc. and
Kidsco Inc., filed with the SEC on
December 4, 1995**
* Incorporated by reference to exhibits filed with the
Company's Current Report on Form 8-K filed December 11,
1995.
** Incorporated by reference herein.
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACTS:
John Suske
Investor Relations
SoftKey International Inc.
617/494-5816
SOFTKEY INTERNATIONAL BUYS 95% OF THE
OUTSTANDING SHARES OF THE LEARNING COMPANY
Completes $150 Million Financing
_____________________________________
CAMBRIDGE, MASS (December 22, 1995) SoftKey International
Inc. (NASDAQ: SKEY) today announced that its wholly owned
subsidiary has accepted for payment 7,686,833 shares, or
approximately 95 percent of the outstanding shares, of
The Learning Company (NASDAQ: LRNG). The shares were
tendered for $67.50 per share in cash in response to
SoftKey's tender offer which expired at midnight on
December 21, 1995.
SoftKey said it would promptly commence paying for shares
purchased. Under the terms of the tender offer, payment
for shares tendered pursuant to notices of guaranteed
delivery will not be made until certificates representing
such shares have been delivered to the depositary,
together with other required documentation.
Any shares of The Learning Company common stock not
tendered and purchased pursuant to the tender offer or
otherwise owned by SoftKey or its wholly owned subsidiary
will be converted into the right to receive $67.50 per
share in cash in the merger. The merger of a subsidiary
of SoftKey and The Learning Company is expected to be
completed next week.
SoftKey also announced that it had completed its
previously announced sale of $150 million principal
amount of 5 1/2% Senior Convertible/Exchangeable Notes
due 2000 to Tribune Company.
The Learning Company is a leading developer of quality
educational software products for use at home and school.
The Learning Company utilizes emerging technologies to
create a system of highly engaging, easy-to-use software
products that help build important lifelong learning
skills.
SoftKey International Inc. is ranked as one of the
world's largest consumer software publishers in the 1995
Soft-Letter 100. SoftKey develops, publishes and markets
over 300 consumer software titles targeted at the home
user in the edutainment, lifestyle and productivity
categories. SoftKey's product offerings include popular
titles such as Calendar Creator , BodyWorks 4.0 , The
American Heritage Talking Dictionary, Sports
Illustrated Swimsuit Calendar, MPC Wizard , KeyCAD
Complete, Mosby's Medical Encyclopedia , Time Almanac and
the Platinum CD-ROM jewel case, KeyKids and CD-ROM
Power Pack lines. SoftKey products are sold in more
than 19,000 stores in over 40 countries in the retail,
direct mail and OEM sales channels.
# # #
Exhibit 99.2
FOR IMMEDIATE RELEASE
CONTACTS:
John Suske
Investor Relations
SoftKey International Inc.
617-494-5816
SOFTKEY COMPLETES ACQUISITIONS OF
THE LEARNING COMPANY,
COMPTON'S NEWMEDIA, INC. AND COMPTON'S LEARNING COMPANY
CAMBRIDGE, MASS (December 28, 1995) -- SoftKey
International Inc. (NASDAQ: SKEY) today announced the
completion of the merger of its wholly owned subsidiary
into The Learning Company. The merger, which resulted in
the Learning Company becoming a wholly owned subsidiary
of SoftKey, was completed late yesterday.
SoftKey also announced the completion of the previously
announced acquisition by merger of Compton's NewMedia,
Inc. and Compton's Learning Company from Tribune Company
for an aggregate of 4,465,661 shares of SoftKey common
stock. As a result of the mergers, both companies are
now wholly owned subsidiaries of SoftKey. In connection
with the acquisitions, SoftKey today issued 587,036
additional shares of its common stock to Tribune in
cancellation of $14 million of intercompany debt and
executed a promissory note to Tribune for $3 million of
intercompany debt.
SoftKey International Inc. is ranked as one of the
world's largest consumer software publishers in the 1995
Soft-Letter 100. SoftKey develops, publishes and markets
over 300 consumer software titles targeted at the home
user in the edutainment, lifestyle and productivity
categories. SoftKey's product offerings include popular
titles such as Calendar Creator , BodyWorks 4.0 , The
American Heritage Talking Dictionary, Sports
Illustrated Swimsuit Calendar, MPC Wizard , KeyCAD
Complete, Mosby's Medical Encyclopedia , Time Almanac and
the Platinum CD-ROM jewel case, KeyKids and CD-ROM
Power Pack lines. SoftKey products are sold in more
than 19,000 stores in over 40 countries in the retail,
direct mail and OEM sales channels.
# # #
