SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
December 28, 1995
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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)
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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
7,882,885
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER*
EACH
7,882,885
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
7,882,885
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
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.
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CUSIP No. 98136310 13D Page 3 of 5 Pages
This Amendment No. 1 to the Schedule 13D of Tribune Company, a
Delaware corporation ("Tribune"), amends and supplements Tribune's original
Schedule 13D filed on December 28, 1995 (the "Schedule 13D") relating to the
common stock of SoftKey International Inc., a Delaware corporation. Capitalized
terms not defined herein have the meaning ascribed to them in the Schedule 13D.
Item 1. Security and Issuer.
Item 1 is supplemented and amended to read in its entirety as
follows:
"The title and class of equity securities to which this
statement relates is the common stock, par value $.01 per share (the "Common
Stock"), of SoftKey International Inc., a Delaware corporation (the "Company").
The Company's principal executive offices are located at One Athenaeum Street,
Cambridge, Massachusetts 02142."
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:
"The information set forth under Item 6 is hereby incorporated
herein by reference.
On December 28, 1995, Tribune and the Company consummated the
Mergers contemplated by the Plan of Merger. Pursuant to the Plan of Merger, on
December 28, 1995, Tribune received, as the Merger consideration, an aggregate
of 4,465,661 shares of Common Stock. In addition, Tribune received 587,036
shares of Common Stock in partial satisfaction of certain intercompany debt of
Compton's NewMedia, Inc."
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented and amended
to add the following:
"The information set forth under Item 6 is hereby incorporated
herein by reference.
On December 28, 1995, Tribune and the Company consummated the
Mergers contemplated by the Plan of Merger. Pursuant to the Plan of Merger, on
December 28, 1995, Tribune received, as the Merger consideration, an aggregate
of 4,465,661 shares of Common Stock. In addition, Tribune received 587,036
shares of Common Stock in partial satisfaction of certain intercompany debt of
Compton's NewMedia, Inc. 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:
"The information set forth under Item 6 is hereby incorporated
herein by reference.
On December 28, 1995, Tribune and the Company consummated the
Mergers contemplated by the Plan of Merger. Pursuant to the Plan of Merger, on
December 28, 1995, Tribune received, as the Merger consideration, an aggregate
of 4,465,661 shares of Common Stock. In addition, Tribune received 587,036
shares of Common Stock in partial satisfaction of certain intercompany debt of
Compton's NewMedia, Inc. Assuming the conversion 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 7,882,885 shares of Common Stock.
The shares of Common Stock beneficially owned by Tribune represent approximately
23.9% of the outstanding and fully converted shares (such percentage being
calculated based on the representation of the Company to Tribune that on
November 30,
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CUSIP No. 98136310 13D Page 4 of 5 Pages
1995 there were 25,152,779 shares of Common Stock issued and outstanding and the
Company's issuance of 5,052,697 additional shares of Common Stock to Tribune
pursuant to the transactions described herein)."
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:
"In connection with the closing of the Mergers contemplated by
the Plan of Merger, the Company issued to Tribune 587,036 shares of Common Stock
in partial satisfaction of certain intercompany debt of Compton's NewMedia, Inc.
The remainder of such intercompany debt was satisfied by the Company's issuance
to Tribune of a one-year $3 million principal amount note. The Company may, at
its option, repay such note in shares of Common Stock."
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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.
January 8, 1996
TRIBUNE COMPANY
By: /s/ R. Mark Mallory
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R. Mark Mallory
Vice President and
Controller
