SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
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) December 11, 1995
SOFTKEY INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-13069 94-2562108
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE ATHENAEUM STREET, CAMBRIDGE, MASSACHUSETTS 02142
(Address of principal executive offices) (Zip Code)
(617) 494 - 1200
Registrant's telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Total Number of Pages
Exhibit Index Appears on Page
Item 5. Other Events.
On November 30, 1995, SoftKey International
Inc., a Delaware corporation (the "Company"), entered
into an Agreement and Plan of Merger dated November 30,
1995 (the "Merger Agreement") by and among the Company,
Cubsco I Inc., a California corporation, Cubsco II Inc.,
a Delaware corporation, Tribune Company, a Delaware
corporation ("Tribune"), Compton's NewMedia, Inc., a
California corporation ("CNI"), and Compton's Learning
Company, a Delaware corporation ("CLC"), pursuant to
which the Company agreed to purchase CNI and CLC, wholly
owned subsidiaries of Tribune, in stock-for-stock merger
transactions valued at approximately $106.5 million in
the aggregate.
Pursuant to the terms of the Merger Agreement,
the final number of shares of common stock, par value
$.01 per share, of the Company (the "SoftKey Common
Stock") to be issued in the transaction will be
determined based on the volume-weighted average price
(the "Volume-Weighted Average") of SoftKey Common Stock
on the Nasdaq National Market for a ten-trading day
period prior to the closing of the merger transactions
(the "Closing"). Also, in connection with the
acquisitions, the Company has agreed either to execute at
the Closing a promissory note to Tribune for up to $17
million of intercompany indebtedness or to issue to
Tribune at the Closing SoftKey Common Stock having a
value equal to the amount of such indebtedness (up to $17
million) based on the Volume-Weighted Average.
Also on November 30, 1995, Tribune and the
Company entered into a definitive agreement pursuant to
which Tribune agreed to make a strategic $150 million
investment in the Company through the purchase of 5 1/2%
Senior Convertible/Exchangeable Notes due 2000 of the
Company (the "Notes"), pursuant to the terms and
conditions of the Securities Purchase Agreement dated as
of November 30, 1995 by and between Tribune and the
Company (the "Securities Purchase Agreement"). The Notes
are either convertible into SoftKey Common Stock at a
conversion price of $53 per share or exchangeable for
shares of a newly designated series of preferred stock of
the Company which itself is convertible into SoftKey
Common Stock.
Pursuant to the terms of the Securities
Purchase Agreement, the strategic investment is
conditioned upon the Company acquiring a majority of the
outstanding common stock, par value $.001 per share, of
The Learning Company, a Delaware corporation ("TLC Common
Stock"), pursuant to the Company's outstanding tender
offer for TLC Common Stock.
On December 6, 1995, the Company entered into
the SoftKey/TLC Agreement and Plan of Merger dated
December 6, 1995 (the "TLC Merger Agreement") among the
Company, Kidsco Inc., a Delaware corporation, and The
Learning Company, a Delaware corporation ("TLC").
Pursuant to the terms of the TLC Merger Agreement, the
Company is offering to purchase all outstanding shares of
TLC Common Stock at a purchase price of $67.50 per share
and is extending its outstanding tender offer (the
"Offer") until 12:00 midnight, New York City time, on
Thursday, December 21, 1995. The TLC Merger Agreement
provides, among other things, that the merger of Kidsco
Inc. with and into TLC will be effected as soon as
practicable following consummation of the Offer and that
each outstanding share of TLC Common Stock (except shares
held by TLC in treasury or owned by the Company or its
affiliates and shares as to which appraisal rights are
duly demanded under Delaware law) will be converted into
the right to receive $67.50 in cash.
The foregoing descriptions of the terms and
provisions of the Merger Agreement, the Securities
Purchase Agreement and the TLC Merger Agreement are
qualified in their entirety by the Merger Agreement, the
Securities Purchase Agreement and the TLC Merger
Agreement, together with the respective exhibits thereto,
filed as Exhibits 2.1, 4.1 and 2.2 hereto, respectively,
and incorporated by reference herein.
Item 7. Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated
November 30, 1995, by and among SoftKey
International Inc., Cubsco I Inc., Cubsco
II Inc., Tribune Company, Compton's
NewMedia, Inc. and Compton's Learning
Company.
2.2 SoftKey/TLC Agreement and Plan of Merger
dated December 6, 1995 among SoftKey
International Inc., Kidsco Inc. and
The Learning Company.
4.1 Securities Purchase Agreement dated as of
November 30, 1995 between SoftKey
International Inc. and Tribune Company.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOFTKEY INTERNATIONAL INC.
By:/s/ Neal S. Winneg
Neal S. Winneg
Vice President
December 11, 1995
Exhibit Index
Exhibit Sequential
No. Description Page No.
2.1 Agreement and Plan of Merger, dated
November 30, 1995, by and among SoftKey
International Inc., Cubsco I Inc., Cubsco
II Inc., Tribune Company, Compton's
NewMedia, Inc. and Compton's Learning
Company.
2.2 SoftKey/TLC Agreement and Plan of Merger dated
December 6, 1995 among SoftKey
International Inc., Kidsco Inc. and
The Learning Company.
4.1 Securities Purchase Agreement dated as of
November 30, 1995 between SoftKey
International Inc. and Tribune Company.