BANKERS TRUST CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Principal
Telephone: (212) 250-4599
February 12, 1999
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Learning Company, Inc.
Pursuant to Rule 13d-1 of the General Rules and
Regulations under the Securities Exchange Act of
1934, the following is one copy of the Schedule
13G with respect to the common stock of the above
referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Learning Company, Inc.
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $.01)
_______________________________________
TITLE OF CLASS OF SECURITIES
522008101
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only if
the filing 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.)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 (the Act) or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 10 Pages
CUSIP No. 522008101 Page 2 of 10 Pages
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVEPERSONS
Bankers Trust Corporation; its wholly-owned
subsidiary Bankers Trust Company; its wholly- owned
subsidiary BT Holdings (New York), Inc.; and its
indirect wholly-owned subsidiary BT Alex.Brown
Incorporated (BT Alex.Brown). 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
*
(A) [ ]
(B) [ ]
See page 8 of 10, Item 8 - IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust Corporation, BT Holdings (New
York), Inc. and Bankers Trust Company are New
York Corporations.
BT Alex.Brown is a Delaware Corporation.
CUSIP No. 522008101 Page 3 of 10 Pages
NUMBER OF 5. SOLE VOTING POWER
SHARES
Bankers Trust Company 156,931 shares
BT Alex.Brown 63,080 shares
BT Holdings
(New York), Inc. 199,400 shares
419,411 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
Bankers Trust Company 0 shares
BT Alex.Brown 0 shares
BT Holdings
(New York), Inc. 0 shares
0 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
Bankers Trust Company 555,892 shares
BT Alex.Brown 63,080 shares
BT Holdings
(New York), Inc. 199,400 shares
818,372 shares
PERSON 8. SHARED DISPOSITIVE POWER
WITH
Bankers Trust Company 0 shares
BT Alex.Brown 0 shares
BT Holdings
(New York), Inc. 0 shares
0 shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
Bankers Trust Company 555,892 shares
BT Alex.Brown 63,080 shares
BT Holdings
(New York), Inc. 199,400 shares
818,372 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9)
EXCLUDES CERTAIN SHARES *
[]
CUSIP No. 522008101 Page 4 of 10 Pages
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 0.65%
BT Alex.Brown 0.07%
BT Holdings
(New York), Inc. 0.23%
0.95%
12.TYPE OF REPORTING PERSON *
Bankers Trust Corporation - HC
Bankers Trust Company - BK
BT Alex.Brown - BD
BT Holdings (New York),Inc. - CO
CUSIP No. 522008101 Page 5 of 10 Pages
Item 1(a) NAME OF ISSUER:
Learning Company, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
One Athenaeum Street
Cambridge, MA 02142
Item 2(a) NAME OF PERSON FILING:
Bankers Trust Corporation; its wholly-
owned subsidiaries BT Holdings (New
York), Inc. and Bankers Trust
Company; and its indirect wholly-
owned subsidiary BT Alex.Brown
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
For Bankers Trust Corporation, BT
Holdings (New York), Inc., Bankers Trust
Company, and BT Alex.Brown
130 Liberty Street
New York, New York 10006
Item 2(c) CITIZENSHIP:
Bankers Trust Corporation, BT
Holdings (New York), Inc. and Bankers Trust
Company are New York Corporations.
BT Alex.Brown is a Delaware Corporation.
CUSIP No. 522008101 Page 6 of 10 Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
This statement relates to the Companys Common
Stock $.01 par value per share.
Item 2(e) CUSIP NUMBER:
522008101
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation
and its wholly owned subsidiary BT
Holdings New York, Inc.
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company
(b) [X] Bank as defined in section 3(a)(6) of the Act.
For BT Alex.Brown
(a) [X] Broker or dealer registered under Section 15
15 of the Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
Bankers Trust Company 555,892 shares
BT Alex.Brown 63,080 shares
BT Holdings
(New York), Inc. 199,400 shares
818,372 shares
CUSIP No. 522008101 Page 7 of 10 Pages
(b) Percent of Class :
Bankers Trust Company 0.65%
BT Alex.Brown 0.07%
BT Holdings
(New York), Inc. 0.23%
0.95%
(c) Number of shares as to which the following
have:
(i) sole power to vote or to direct the vote -
Bankers Trust Company 156,931 shares
BT Alex.Brown 63,080 shares
BT Holdings
(New York), Inc. 199,400 shares
419,411 shares
(ii) shared power to vote or to direct the vote -
Bankers Trust Company 0 shares
BT Alex.Brown 0 shares
BT Holdings
(New York), Inc. 0 shares
0 shares
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company 555,892 shares
BT Alex.Brown 63,080 shares
BT Holdings
(New York), Inc. 199,400 shares
818,372 shares
CUSIP No. 522008101 Page 8 of 10 Pages
(iv) shared power to dispose or to direct
the disposition of -
Bankers Trust Company 0 shares
BT Alex.Brown 0 shares
BT Holdings
(New York), Inc. 0 shares
0 shares
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
Not applicable.
Item 7 IDENTIFICATION AND CLASSIFICATION OF
THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
See Exhibits A, B and C.
Item 8 IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP:
In addition to the shares presented
in this Form 13G, Alex.Brown
Investment Management, a limited
partnership that is 50% owned
indirectly by Bankers Trust
Corporation, beneficially owns
4,881,211 shares or 5.68% of
Learning Company, Inc. This
ownership was disclosed in a separate
13G filed by Alex.Brown Investment
Management.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
CUSIP No. 522008101 Page 9 of 10 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the
best of my knowledge and belief, the
securities referred to above were
acquired and are held in the ordinary
course of business and were not acquired
for the purpose of and do not have the
effect of changing or influencing the
control of the issuer of such securities
and were not acquired in connection with
or as a participant in any transaction
having such purpose or effect.
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.
Date: as of December 31, 1998
Signature: Bankers Trust Corporation
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Alex.Brown
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
CUSIP No. 522008101 Page 10 of 10 Pages
Signature: BT Holdings (New York), Inc.
By: /s/ Gordon S. Calder, Jr.
Name: Gordon S. Calder, Jr.
Title: Secretary
EXHIBIT A
The chain of ownership from Bankers Trust
Corporation to Bankers Trust Company and BT
Holdings (New York), Inc. is shown below:
Bankers Trust Corporation
_________________________________________________________
| |
100% 100%
| |
Bankers Trust Company BT Holdings (New York), Inc.
EXHIBIT B
The chain of ownership from Bankers Trust
Corporation to BT Alex. Brown is shown below:
Bankers Trust Corporation
|
|
100%
|
|
BT Alex. Brown Holdings Incorporated
|
|
100%
|
|
BT Alex. Brown Incorporated
EXHIBIT C
The chain of ownership from Bankers Trust
Corporation to Alex.Brown Investment Management is
shown below:
Bankers Trust Corporation
|
|
100%
|
|
BT Alex.Brown Holdings Incorporated
|
___________________|_______________________
| |
| |
| |
| |
| |
| |
| |
49% 100%
| |
| |
Alex.Brown Investment Management BT Alex. Brown Incorporated
(limited partnership) |
|
1%
|
|
Alex.Brown Investment Management
(limited partnership)
