SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
SOFTKEY INTERNATIONAL INC.
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(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of class of securities)
98136310
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(CUSIP number)
Stanley J. Gradowski
Vice President and
Secretary
Tribune Company
435 North Michigan Avenue
Chicago, Illinois 60611
(312) 222-9100
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(Name, address and telephone number of person authorized to receive notices and
communications)
April 5, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
|_|.
Check the following box if a fee is being paid with the statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7):
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
<PAGE>
CUSIP No. 98136310 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tribune Company IRS No. 36-1880355
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER*
NUMBER OF
8,040,984
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER*
EACH
8,040,984
REPORTING
10 SHARED DIPOSITIVE POWER
PERSON WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
8,040,984
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.2%
14 TYPE OF REPORTING PERSON
CO
* The beneficial ownership numbers disclosed herein assume the
conversion into common stock of SoftKey International Inc.
(the "Company") of all of the Company's 5 1/2% Senior
Convertible/Exchangeable Notes due 2000 (the "Notes") held by
Tribune Company. Conversion of the Notes, however, is subject
to the applicable waiting period imposed by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
<PAGE>
CUSIP No. 98136310 13D Page 3 of 5 Pages
This Amendment No. 2 to the Schedule 13D of Tribune Company, a
Delaware corporation ("Tribune"), amends and supplements Tribune's original
Schedule 13D filed on December 28, 1995, as amended by Amendment No. 1 filed on
January 8, 1996 (as amended, the "Schedule 13D") relating to the common stock,
par value $.01 per share (the "Common Stock") of SoftKey International Inc., a
Delaware corporation (the "Company"). Capitalized terms not defined herein have
the meaning ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
------------------------
Item 2 of the Schedule 13D is hereby amended and supplemented
as follows:
The principal occupation or employment of Charles Brumback, a
Tribune director, is former Chairman and Chief Executive Officer. The principal
occupation or employment of John W. Madigan, a Tribune director, is Chairman,
President and Chief Executive Officer.
Crane H. Kenney is an executive officer of Tribune whose
principal occupation or employment is Vice President/Chief Legal Officer of
Tribune with a Business Address of 435 N. Michigan Ave., Chicago, Illinois
60611.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 of the Schedule 13D is hereby supplemented and amended
to add the following:
"On April 5, 1996, the Company exercised its option to repay a
one-year $3 million principal amount note owed to Tribune (the "One-year Note")
with shares of Common Stock. At that time, Tribune received 158,099 shares of
Common Stock in complete satisfaction of the One-year Note."
Item 4. Purpose of Transaction.
-----------------------
Item 4 of the Schedule 13D is hereby supplemented and amended
to add the following:
"On April 5, 1996, the Company exercised its option to repay
the One-year Note with shares of Common Stock. At that time Tribune received
158,099 shares of Common Stock in complete satisfaction of the One-year Note.
Tribune has acquired all of these shares for investment purposes."
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5(a), (b) and (c) of the Schedule 13D is hereby
supplemented and amended to add the following:
"On April 5, 1996, the Company exercised its option to repay
the One-year Note with shares of Common Stock. Pursuant to the terms of the
One-year Note, Tribune received in complete satisfaction of the note, 158,099
shares of Common Stock which represented that number of shares equal to
$3,000,000 (plus interest on the One-year Note accrued to date) divided by the
volume-weighted average of the closing prices for the Common Stock as quoted by
the Nasdaq National Market for the ten full trading days preceding April 5,
1996. Assuming the conversion into Common Stock of all the Notes held by
Tribune, or the exchange of such Notes into Preferred Stock followed by the
conversion of such Preferred Stock, Tribune, as of the date hereof, has sole
voting power and sole dispositive power over 8,040,984 shares of Common Stock.
The shares of Common Stock beneficially owned by Tribune represent approximately
23.2% of the outstanding and fully converted shares (such percentage being
calculated based on the Company's Annual Report on Form 10-K for the fiscal year
ended January 6, 1996, which reported that there were 31,633,774 shares of
Common Stock issued and outstanding as of March 1, 1996, and the Company's
issuance of 158,099 additional shares of Common Stock to Tribune pursuant to the
transaction described herein)."
<PAGE>
CUSIP No. 98136310 13D Page 4 of 5 Pages
Item 6. Contracts, Arrangement, Understanding or
Relationships with Respect to Securities of the Issuer.
-------------------------------------------------------
Item 6 of the Schedule 13D is hereby supplemented and amended
to add the following:
"On April 5, 1996, the Company exercised its option to repay
the One-year Note with shares of Common Stock. At that time Tribune received
158,099 shares of Common Stock in complete satisfaction of the One-year Note."
<PAGE>
CUSIP No. 98136310 13D Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
April 16, 1996
TRIBUNE COMPANY
By: /s/ Crane H. Kenney
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Crane H. Kenney
Vice President/
Chief Legal Officer
