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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
Date of Report (Date of Earliest Event Reported): August 26, 1997
THE LEARNING COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-13069 94-2562108
(Commission File Number) (IRS Employer Identification No.)
One Athenaeum Street, Cambridge, Massachusetts 02142
(Address of principal executive offices) (Zip Code)
(617) 494-1200
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 26, 1997, The Learning Company, Inc. (the "Company")
announced that it had entered into separate Securities Purchase Agreements with
affiliates of Thomas H. Lee Company, Bain Capital, Inc. and Centre Partners
Management LLC (collectively, the "Investors") pursuant to which the Company
will issue an aggregate of 750,000 shares of Series A Convertible Participating
Preferred Stock of the Company to the Investors in exchange for the surrender
of the Company's 5 1/2% Senior Convertible/Exchangeable Notes due 2000 in an
aggregate principal amount of $150,000,000 then to be held by the Investors. The
Investors and The Tribune Company have entered into a Note Purchase Agreement
under which the Investors will purchase such Notes from The Tribune Company
for approximately $123,000,000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
See Index to Exhibits attached hereto.
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SIGNATURE
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 hereunto duly authorized.
Date: August 26, 1997 THE LEARNING COMPANY, INC.
(Registrant)
By: /s/ Neal S. Winneg
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Neal S. Winneg
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
1. Securities Purchase Agreement dated as
of August 26, 1997 between The Learning
Company, Inc. and Thomas H. Lee Company,
Thomas H. Lee Equity Fund III, L.P. and
Thomas H. Lee Foreign Fund III, L.P.
2. Securities Purchase Agreement dated as
of August 26, 1997 between The Learning
Company, Inc. and Bain Capital Fund V, L.P.,
Bain Capital Fund V-B, L.P., BCIP Associates,
L.P. and BCIP Trust Associates, L.P.
3. Securities Purchase Agreement dated as
of August 26, 1997 between The Learning
Company, Inc. and Centre Capital Investors II,
L.P., Centre Capital Tax-Exempt Investors II,
L.P., Centre Capital Offshore Investors II, L.P.,
State Board of Administration of Florida,
Centre Parallel Management Partners, L.P. and
Centre Partners Coinvestment, L.P.
4. Stock Option Agreement dated as of August 26, 1997
between The Learning Company, Inc. and Thomas H. Lee
Company
5. Stock Option Agreement dated as of August 26, 1997
between The Learning Company, Inc. and Bain Capital, Inc.
6. Stock Option Agreement dated as of August 26, 1997
between The Learning Company, Inc. and Centre Capital
Investors II, L.P.
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