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Technology Stocks : The Learning Company (TLC) -- Ignore unavailable to you. Want to Upgrade?

To: paul richards who wrote (5107)	7/19/1998 12:26:00 PM
From: Thomas C. Donald	Respond to of 6318

Paul: Call Tribune or TLC if you don't believe that Tribune is NOT selling its TLC stock. If you are simply trying to mislead us, SHAME ON YOU! Tribune is selling debentures which, at their maturity date of 15Aug01, will be redeemed partially with TLC stock. Note the word ONLY in the text you posted regarding the Debt Exchangeable for Common Stock: "The Prospectus Supplement relates ONLY to the shares of Common Stock of The Learning Company, Inc. that may be delivered upon maturity of the DECS." Here is the introductory note in the SEC filing: "This Post-Effective Amendment No. 1 contains a revised form of Basic Prospectus relating to the resale of shares of Common Stock of The Learning Company, Inc. held by Tribune Company and a Prospectus Supplement relating to the resale of such shares pursuant to an offering by Tribune Company of its Exchangeable Notes (DECS(SM)). The Prospectus Supplement relates only to the shares of Common Stock of The Learning Company, Inc. that may be delivered upon maturity of the DECS and is one form of Prospectus Supplement that may be used by Tribune Company in connection with the resale of the shares of Common Stock of The Learning Company, Inc. under the Registration Statement. "DECS" is a service mark of Salomon Brothers Inc." Here is the first paragraph in the body of the SEC filing: "Pursuant to the terms of the ___% Exchangeable Notes Due August 15, 2001 (the "Debt Exchangeable for Common Stock(SM)" or "DECS(SM)") of Tribune Company, a Delaware corporation ("Tribune"), Tribune may deliver to the holders of the DECS shares of common stock, par value $.01 per share (the "Common Stock"), of The Learning Company, Inc., a Delaware corporation ("TLC" or the "Company"). This Prospectus Supplement and the accompanying Prospectus of the Company (the "Company Prospectus") relate to the delivery by Tribune pursuant to the DECS of up to 4,600,000 shares of Common Stock, plus up to an additional 610,796 shares with respect to over-allotments. This Prospectus Supplement and the accompanying Company Prospectus accompany a prospectus supplement and prospectus (together, the "DECS Prospectus") of Tribune relating to the sale of 4,600,000 DECS, plus up to an additional 610,796 DECS solely to cover over-allotments. TLC will not receive any of the proceeds from the sale of the DECS or delivery thereunder of shares of Common Stock to which this Prospectus Supplement relates. TLC takes no responsibility for any information included in or omitted from the DECS Prospectus. The DECS Prospectus does not constitute a part of this Prospectus Supplement and the accompanying Company Prospectus nor is it incorporated by reference herein or therein."

To: paul richards who wrote (5107)	7/19/1998 1:45:00 PM
From: paul richards	Read Replies (1) \| Respond to of 6318

you're right, tribune isn't selling any stock...they've just read this: Friday July 17 8:12 AM ET Accounting ills take center stage By CNBC's Ward Lassoe Investors' eyes may glaze over when stock-market talk turns to accounting -- but their eyes will certainly open wide when accounting problems start affecting a company's bottom line, CNBC's Ward Lassoe reports. Two recent high-profile cases of possible fraud, at Cendant Corp. and Sunbeam Corp., have drawn renewed attention to the dangers of questionable accounting practices. Experts say conditions are ripe for more bookkeeping shocks down the road. Other companies that have admitted recent accounting troubles include Waste Management, Informix and the former Green Tree Financial. "As long as these rules can be stretched a little, bent a little, of course managers will try to do it," said Professor Baruch Lev of the NYU Stern School of Business. On Tuesday, Cendant's problems deepened with the announcement that one of the companies that merged to create the franchising business falsified records for three years and created "fictitious revenues." Cendant, which owns Avis car rental and Century 21 real estate, said the latest problems would decrease its 1997 earnings by $200 million to $250 million. Cendant said it will also have to revise earnings for 1995, 1996 and 1998. Cendant's stock, which was pummeled in April when the company first announced the accounting irregularities, fell another 17 percent Tuesday on the New York Stock Exchange. It was the exchange's most active issue of the day with a massive 60 million shares changing hands. (On Wednesday the stock was unchanged.) "People are getting panicked and heading for the hills," said Karen Ficker, an analyst at ING Baring Furman Selz. "They're very scared by the words 'accounting irregularities.' " One expert says that where there is accounting smoke, investors should watch for the fire. Beware "when you see an announcement of a 'small problem' in the accounting. There are no small problems in accounting. They are all large problems," said Howard Schilit of the Center for Financial Research and Analysis. Sunbeam's problems were not as troubling as Cendant's. But earlier this week a spokeswoman for the small appliance maker confirmed that the Securities and Exchange Commission was looking at the company's 1997 financial statements. Sunbeam has commissioned an independent audit of the statements and said its 1997 results should not be relied on. Former CEO Al Dunlap, a turnaround specialist, and a longtime Dunlap associate, Chief Financial Officer Russell Kersh, were dismissed last month as a result of earnings shortfalls and questions about the company's bookkeeping. The allegations include charges that Sunbeam's managers secretly encouraged speeded-up purchases by big customers to lift 1997 results. Sunbeam's high-flying stock has come down 80 percent in recent months as a result of the controversy. INCREASING PRESSURE Experts say several factors are to blame for the recent spate of accounting problems at Sunbeam, Cendant and others. Business deals are more complicated, plus the booming stock market and the popularity of stock options have put company executives under increasing pressure to perform. "There's a tremendous amount of attention paid to the bottom line so you don't disappoint Wall Street. That [approach] is going to affect your pocketbook. I'd say you've got pretty good conditions for pushing the limits," said Jack Ciesielski of The Analyst's Accounting Observer newsletter. Some critics also blame Wall Street analysts for looking the other way when accountants try to raise red flags about a company's books. "If you are beginning to see a problem and you are standing up in the crowd and saying, 'Stop. The party is over. The wheels are coming off,' you're ostracized," said Howard Schilit of the Center for Financial Research and Analysis. Observers say there may be a silver lining to the clouds surrounding Cendant and Sunbeam. "I think the fallout from these two issues is that auditors will be called upon to contest management's judgement in more cases," said Ciesielski. It's not just up to the auditors to pay closer attention. Shareholders must also scrutinize companies' returns. "You don't have to be a Ph.D in accounting in order to ask intelligent questions when you start to see a company's operating cash flow deteriorate," said Schilit.