SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 14, 1995
Date of Report
TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-8572 36-1880355
(Commission File Number) (IRS Employer Identification No.)
435 North Michigan Avenue, Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 222-9100
Item 5. Other Events
On November 30, 1995, Tribune Company announced that it agreed to merge
Compton's NewMedia and Compton's Learning Company, Tribune information software
companies, into SoftKey International Inc. for SoftKey common stock valued at
approximately $106.5 million. SoftKey has also agreed to assume up to $17
million of intercompany debt. The final number of SoftKey common shares to be
issued will be determined based on the volume-weighted average price for a
10-day period prior to closing.
Tribune has also agreed to invest $150 million in SoftKey in the event
SoftKey acquires a majority of the common stock of The Learning Company.
Tribune's investment would be in the form of $150 million principal amount of
5.5% senior convertible/exchangeable notes due 2000. The notes would be
exchangeable for SoftKey preferred stock and convertible into SoftKey common
stock at a conversion price of $53 a share.
Item 7. (c) Exhibits
99.1 Press Release issued by Tribune Company on November 30, 1995.
99.2 Agreement and Plan of Merger by and among SoftKey
International Inc., Cubsco I Inc., Cubsco II Inc., Tribune
Company, Compton's NewMedia, Inc. and Compton's Learning
Company dated November 30, 1995.
99.3 Securities Purchase Agreement Between Tribune Company, as
Purchaser and SoftKey International Inc., as Issuer Dated
as of November 30, 1995; 5.5% Senior
Convertible/Exchangeable Notes due 2000; $150,000 Principal
Amount.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRIBUNE COMPANY
By Donald C. Grenesko
Senior Vice President and Chief Financial Officer
December 14, 1995
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EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Press Release issued by Tribune Company on November 30, 1995.
99.2 Agreement and Plan of Merger by and among SoftKey International
Inc., Cubsco I Inc., Cubsco II Inc., Tribune Company, Compton's
NewMedia, Inc. and Compton's Learning Company dated November
30, 1995.
99.3 Securities Purchase Agreement Between Tribune Company, as
Purchaser and SoftKey International Inc., as Issuer Dated as of
November 30, 1995; 5.5% Senior Convertible/Exchangeable Notes
due 2000; $150,000 Principal Amount.
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