<COVER>
UNITED STATES
SECURITIES and EXCHANGE COMMISSION
Washington, D.C, 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MICROLEAGUE MULTIMEDIA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
59507T 10 0
(Cusip Number)
Bruce B. Howat
Ameritech Corporation
30 S. Wacker Drive
Chicago, Illinois 60606
1-800-257-0902
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 1997
(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.
CUSIP NO. 59507T 10 0
1 Name of reporting person
S.S. or I.R.S. Identification No. of above person
Ameritech Corporation
36-3251481
2 Check the appropriate box if a member of a group
N/A
3 SEC use only
4 Source of funds
WC (See Item 3 below)
5 Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e)
Not applicable
6 Citizenship or place of organization
Delaware
7 Sole voting power
581,094
8 Shared voting power
N/A
9 Sole dispositive power
581,094
10 Shared dispositive power
N/A
11 Aggregate amount beneficially owned by each reporting
person
581,094
12 Check box if the aggregate amount in row (11) excludes
certain shares
N/A
13 Percent of class represented by amount in row (11)
9.3%
14 Type of reporting person
HC/CO
SCHEDULE 13D
Item 1. Security and Issuer.
This Statement relates to the shares of common stock, $.01
par value per share ("Common Stock"), of MicroLeague
Multimedia, Inc., a Pennsylvania corporation (the "Issuer").
The principal executive offices of the Issuer are located at
1001 Millersville Road, Lancaster, PA 17604.
Item 2. Identity and Background.
The following information is given with respect to the
person filing this Statement:
(a) Ameritech Corporation, a Delaware corporation
("Ameritech"). See Exhibit 7.1 attached hereto for
information with respect to the identity and background
of the directors and executive officers of Ameritech,
which information is hereby incorporated by reference
herein.
(b) The principal executive offices of Ameritech are located
at 30 S Wacker Drive, Chicago, Illinois 60606.
(c) Ameritech is a holding company providing a wide range of
communications services, including local and long
distance telephone, cellular, paging, directory
advertising, security monitoring, cable TV, electronic
commerce and on-line services.
(d) Ameritech has not, during the last five years, been
convicted in a criminal proceeding.
(e) Ameritech has not, during the last five years, been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which it was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws.
(f) Not applicable to Ameritech.
The name, business address, present principal occupation or
employment and the name, principal business and address of
any corporation or other organization in which such
employment is conducted, of the directors and executive
officers of Ameritech are as set forth on Exhibit 7.1.
To the knowledge of Ameritech, none of such persons has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws.
To the knowledge of Ameritech, all such persons are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other
Consideration.
On June 6, 1997, Ameritech acquired 496,883 shares of Common
Stock of the Issuer in connection with a merger pursuant to
an Acquisition Agreement dated June 6, 1997 among the Issuer,
KidSoft, L.L.C. ("KidSoft"), a Delaware limited liability
company, Ameritech, an Ameritech subsidiary and certain other parties
(the "Aquisition Agreement"), whereby Ameritech's interest in
KidSoft was exchanged for the Common Stock of the Issuer. In
addition, Ameritech entered into a Stock Purchase Agreement,
dated June 6, 1997, with the Issuer and a certain other party
("Stock Purchase Agreement"), whereby Ameritech acquired 84,211
shares of Common Stock of the Issuer for $400,000. The source of the
$400,000 was from the corporate accounts of Ameritech.
Item 4. Purpose of the Transaction.
On June 6, 1997, Ameritech acquired 496,883 shares of Common
Stock of the Issuer in connection with the merger pursuant to
the Acquisition Agreement. Pursuant to the terms of the Acquisition
Agreement, promptly following the closings of the transactions
contemplated thereby, the Issuer shall cause the Board of
Directors of the Issuer to be expanded to ten members and to elect
three additional directors, including one person nominated by
Ameritech. Ameritech acquired 84,211 shares of Common Stock
for investment purposes pursuant to the Stock Purchase Agreement.
Except as set forth above and below (including Item 6), Ameritech
has no present plans or proposals which relate to or would result
in (a) the acquisition by any person of additional securities of the
Issuer or the disposition of any such securities, (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries, (d) any change in the present management of
Issuer, (e) any material change in the present
capitalization or dividend policy of the Issuer, (f) any
other material change in the Issuer's business or corporate
structure, (g) any other material change in the Issuer's
charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of
the Issuer by any person, (h) causing a class of securities
of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national
securities association, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934, or (j) any action similar to any of those
enumerated in (a) through (i) above.
Item 5. Interest in Securities of the Issuer.
(a)(b) As of the date of this filing, Ameritech is the
record and beneficial owner of 581,094 shares of Common
Stock of the Issuer and has sole voting and dispositive
power with respect to these shares. Ameritech beneficially
owns 581,094 shares, or approximately 9.3% of the
outstanding Common Stock of the Issuer.
(c) On June 6, 1997, Ameritech received 496,883 shares of
Common Stock of the Issuer in exchange for the shares owned
by Ameritech of KidSoft, in connection with a merger pursuant
to the Acquisition Agreement. In addition, Ameritech acquired
84,211 shares of Common Stock pursuant to the Stock Purchase
Agreement. Other than this merger and acquisition,
Ameritech has not effected any transactions in Common Stock
directly or indirectly during the 60 days prior to June 6,
1997 or during the 60 days prior to the date of this
Schedule 13D.
(d) No one other than Ameritech has the right to receive,
or the power to direct the receipt of, dividends from, or
the proceeds from the sale of, the 581,094 shares of Common
Stock acquired by Ameritech as described in Item 5(c).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationship with Respect to Securities of the Issuer.
On June 6, 1997, Ameritech received 496,883 shares of Common
Stock of the Issuer pursuant to the Acquisition Agreement,
of which 60,113 shares are held in escrow to secure to the
Issuer the right to indemnification under the Acquisition
Agreement. Such stock is subject to possible contingencies
under an escrow agreement. Ameritech received 84,211 shares
of Common Stock of the Issuer pursuant to the Stock Purchase
Agreement. Ameritech received piggyback registration rights
under the Acquisition Agreement and the Stock Purchase Agreement.
Except as described herein, to the best knowledge of Ameritech,
there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Ameritech and any other persons with
respect to any securities of the Issuer, including but not
limited to transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, or a pledge
or contingency the occurrence of which would give another
person voting power over the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Name, citizenship, business address, present
principal occupation, address and principal
business of the organization in which each
Director and Executive Officer of Ameritech
is employed.
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.
AMERITECH CORPORATION
Dated: June 18, 1997 By:/s/ Bruce B. Howat
Name: Bruce B. Howat
Title: Secretary
EXHIBIT 7.1
OFFICERS
Business Address,
Present Principal
Occupation, Name,
Present Position Address and
Name Citizenship with Ameritech Principal Business
of Organization
_________ ___________ _________________ __________________
Richard C. USA Chairman, Chairman, President
Notebaert President and and CEO
Chief Executive Ameritech
Officer Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Barry K. Allen USA Executive Vice Executive Vice
President-Consumer President- Consumer
and Business and Business
Services Services
Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
W. Patrick USA Executive Vice Executive Vice
Campbell President- President -Corporate
Corporate Strategy Strategy and
and Business Business Development
Development Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Walter S. USA President- President-
Catlow International International
Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Oren G. Shaffer USA Executive Vice Executive Vice
President and President and CFO
Chief Financial Ameritech
Officer Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Thomas E. USA Executive Vice Executive Vice
Richards President- President -
Communications and Communications and
Information Information Products
Products Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Kelly R. Welsh USA Executive Vice Executive Vice
President and President and
General Counsel General Counsel
Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Walter M. USA Senior Vice Senior Vice
Oliver President-Human President
Resources President-Human
Resources
Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Thomas J. USA Senior Vice Senior Vice
Reiman President-State President-State and
and Government Government Affairs
Affairs Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Joan H. Walker USA Senior Vice Senior Vice
President- President-Corporate
Corporate Communications
Communications Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Barbara A. USA Vice President and Vice President and
Klein Comptroller Comptroller
Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Gary R. Lytle USA Vice President- Vice President-
Federal Relations Federal Relations
Ameritech
Corporation
1401 H Street, NW
Suite 1020
Washington, DC
20005
Communications
Services
Sari L. Macrie USA Vice President- Vice President-
Investor Relations Investor Relations
Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Richard W. USA Vice President and Vice President and
Pehlke Treasurer Treasurer
Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Lawrence E. USA Vice Vice President-
Strickling President-Public Public Policy
Policy Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
Bruce B. Howat USA Corporate Corporate Secretary
Secretary Ameritech
Corporation
30 S Wacker Drive
Chicago, IL 60606
Communications
Services
DIRECTORS
Business Address, Present
Principal Occupation,
Name, Address and Principal
Name Citizenship Business of Organization
_______________ ___________ __________________________
Donald C. Clark USA Chairman Emeritus
Household International, Inc.
One South Wacker Drive, Suite 1495
Chicago, IL 60606
Financial services
Melvin R. Goodes USA Chairman and CEO
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
Pharmaceuticals and consumer
products
Hanna Holborn USA President Emeritus
Gray, Ph.D. University of Chicago
Department of History
1126 East 59th Street, SS Box 109
Chicago, IL 60637
Education
James A. USA Chairman and CEO
Henderson Cummins Engine Company, Inc.
Box 3005 - Mail Code 60912
Columbus, IN 47202-3005
Heavy duty diesel engines, parts
and related products
Sheldon B. Lubar USA Chairman
Lubar & Co.
777 East Wisconsin Avenue
Suite 3380
Milwaukee, WI 53202
Private investment and venture
capital firm
Lynn M. Martin USA Advisor
Deloitte & Touche
Two Prudential Plaza
180 North Stetson
Chicago, IL 60601
Consulting and financial services
Arthur C. USA Chairman and CEO
Martinez Sears Roebuck & Co.
3333 Beverly Road
Hoffman Estates, IL 60179
Merchandising
John B. McCoy USA Chairman and CEO
Banc One Corporation
100 East Broad Street
Columbus, OH 43271-5919
Bank holding company
Richard C. USA Chairman, President and CEO
Notebaert Ameritech Corporation
30 South Wacker Drive
Chicago, IL 60606
Communications services
John D. Ong USA Chairman of the Board
The BFGoodrich Company
4020 Kinross Lakes Parkway
Richfield, OH 44286
Chemical and aerospace products
A. Barry Rand USA Executive Vice President,
Operations
Xerox Corporation
800 Long Ridge Road
Stamford, CT 06904
Document processing and financial
services
Laura D'Andrea USA Professor
Tyson Haas School of Business S545
MC1900
University of California, Berkeley
Berkeley, California 94720-1900
Education
James A. Unruh USA Chairman of the Board and CEO
Unisys Corporation
P.O. Box 500
Township Line and Union Meeting
Road
Blue Bell, Pennsylvania 19424
Information services, technology
and software
