SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_________________________________________
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
SOFTKEY INTERNATIONAL INC.
(name of applicant)
One Athenaeum Street, Cambridge, Massachusetts 02142
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
51/2% Senior Convertible/Exchangeable
Notes Due 2000 $150,000,000
Approximate date of proposed public offering: April 19, 1996
Name and address of agent for service:
Neal S. Winneg
Vice President and General Counsel
SoftKey International Inc.
One Athenaeum Street
Cambridge, Massachusetts 02142
THE APPLICANT HEREBY AMENDS THIS APPLICATION FOR QUALIFICATION ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS
UNTIL (I) THE 20TH DAY AFTER THE FILING OF A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT IT SHALL SUPERSEDE THIS AMENDMENT, OR (II)
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 307(C) OF THE
ACT, MAY DETERMINE UPON THE WRITTEN REQUEST OF THE APPLICANT.
1. General Information.
a. Form of organization: SoftKey International Inc. (the
"Company") is a corporation.
b. State or other sovereign power under the laws of which
organized: Delaware.
2. Securities Act Exemption. The 51/2% Senior
Convertible/Exchangeable Notes due 2000 of the Company (the "Notes"
and, together with the 51/2% Series C Convertible Preferred Stock, par
value $.01 per share, of the Company issuable upon exchange thereof
(the "Series C Preferred Stock") and the shares of common stock, par
value $.01 per share, of the Company issuable upon conversion of
either the Notes or the Series C Preferred Stock, the "Securities")
were issued pursuant to the terms of a Securities Purchase Agreement
dated as of November 30, 1995 between the Company and Tribune Company
("Tribune"), a Delaware corporation (the "Purchase Agreement"), under
the Indenture dated as of December 22, 1995 (the "Indenture") between
the Company and State Street Bank and Trust Company (the "Trustee").
The Notes were offered and sold to Tribune pursuant to an exemption
from registration under the Securities Act of 1933, as amended (the
"Securities Act"). Tribune, as purchaser of the Notes is deemed to
have understood, acknowledged, represented to, and agreed with the
Company that, among other things, if it should resell or transfer the
Notes prior to the date that is three years after the later of the
date of original issuance of the Securities and the last date on which
the Company or any "affiliate" (as defined in Rule 144 of the
Securities Act) of the Company was the owner of such Notes, it will
give prior written notice to the Company of the proposed transfer and
the intention to effect such transfer, which notice shall be
accompanied by either (a) a written opinion of legal counsel addressed
to the Company to the effect that the proposed transfer may be
effected without registration under the Securities Act or (b) a "no
action" letter from the Securities and Exchange Commission (the
"Commission") to the effect that the transfer of such securities
without registration will not result in a recommendation by the staff
of the Commission that action be taken with respect thereto,
whereupon, in each case, Tribune shall be entitled to transfer such
Securities in accordance with the terms of the notice delivered by
Tribune to the Company, pursuant to the exemption from registration
provided by Rule 144 under the Securities Act (if available) or
pursuant to a registration statement which has been declared effective
under the Securities Act; and it will give each person to whom it
transfers such Securities notice of any restrictions on transfer of
such Securities. At the time of sale of the Notes, the Company and
Tribune entered into a Securities Resale Registration Rights Agreement
(the "Registration Rights Agreement") under which the Company agreed
to use its best efforts to file or cause to be filed a registration
statement with respect to the offer and resale of the Notes by the
holders thereof. In accordance with the Registration Rights
Agreement, the Company has prepared and filed with the Securities and
Exchange Commission a Registration Statement on Form S-3 relating to
the offer and sale of the Notes by certain holders thereof. The
Company will not receive any proceeds from such offering.
3. Affiliates. The following persons are "affiliates" of the
Company, as such term is defined in Rule 0-2(f) under the Trust
Indenture Act of 1939, as amended:
Affiliate (jurisdiction of
incorporation) Basis of Control
Aris Multimedia Entertainment, Wholly owned subsidiary
Inc. (California)
Compact Publishing, Inc. Wholly owned subsidiary
(Maryland)
Software Marketing Corporation Wholly owned subsidiary
(Arizona)
SoftKey Multimedia Inc. Wholly owned subsidiary
(Massachusetts)
SoftKey International (U.K.) Wholly owned subsidiary
Limited (England)
SoftKey International GmbH Wholly owned subsidiary
(Germany)
SoftKey International (Ireland) Wholly owned subsidiary
Ltd. (Ireland)
SoftKey International K.K. Wholly owned subsidiary
(Japan)
SoftKey Inc. (Minnesota) Wholly owned subsidiary
Power Up Software Corporation Wholly owned subsidiary of
(Delaware) SoftKey Inc.
SoftKey Holdings Corporation Wholly owned subsidiary
(Ontario)
SoftKey Software Products Inc. Wholly owned subsidiary of
(Ontario) SoftKey Holdings Corporation
SoftKey Products International Wholly owned subsidiary of
Inc. (Delaware) SoftKey Software Products Inc.
SoftKey Holding GmbH (Germany) Wholly owned subsidiary
tewi Verlag GmbH (Germany) Wholly owned subsidiary of
SoftKey Holding GmbH
Personal Soft S.A. (France) Wholly owned subsidiary of
SoftKey Holding GmbH
Future Vision Holding, Inc. Wholly owned subsidiary
(Delaware)
Future Vision Multimedia Inc. Wholly owned subsidiary of
(New York) Future Vision Holding, Inc.
Multimedia Products Corporation Wholly owned subsidiary of
(New York) Future Vision Holding, Inc.
Superstudio Ltd. (Israel) Wholly owned subsidiary of
Future Vision Holding, Inc.
The Learning Company (Delaware) Wholly owned subsidiary
HyperGlot Software Company, Inc. Wholly owned subsidiary of The
(Tennessee) Learning Company
Compton's Learning Company Wholly owned subsidiary
(Delaware)
Compton's NewMedia, Inc. Wholly owned subsidiary
(California)
SchoolCo Inc. (Minnesota) Wholly owned subsidiary
MANAGEMENT AND CONTROL
4. Directors and Executive Officers.
Name Address Office(s)
Michael J. Perik SoftKey International Inc. Chairman of the Board
One Athenaeum Street of Directors and Chief
Cambridge, MA 02142 Executive Officer
Kevin O'Leary SoftKey International Inc. President and Director
One Athenaeum Street
Cambridge, MA 02142
Robert Gagnon SoftKey International Inc. Executive Vice
One Athenaeum Street President of SoftKey
Cambridge, MA 02142 Software Products Inc.
and Director
David E. Patrick SoftKey International Inc. Executive Vice
One Athenaeum Street President, Worldwide
Cambridge, MA 02142 Sales
Edward J. Sattizahn SoftKey International Inc. Executive Vice
One Athenaeum Street President, Marketing
Cambridge, MA 02142
R. Scott Murray SoftKey International Inc. Chief Financial
One Athenaeum Street Officer
Cambridge, MA 02142
Les Schmidt SoftKey International Inc. Chief Operating
One Athenaeum Street Officer
Cambridge, MA 02142
Neal S. Winneg SoftKey International Inc. Vice President,
One Athenaeum Street General Counsel and
Cambridge, MA 02142 Secretary
Michael A. Bell Monitor Company, Inc. Director
25 First Street, 2nd Floor
Cambridge, MA 02142
James C. Dowdle Tribune Company Director
435 North Michigan Avenue
Chicago, IL 60611
Robert Rubinoff Inglewood Holdings Director
162 Cumberland Street
Suite 302
Ontario, Canada M5R 1A8
Scott M. Sperling Thomas H. Lee Company Director
75 State Street
Suite 2600
Boston, MA 02109
5. Principal owners of voting securities. As of March 1, 1996:
Percentage of
Voting
Name and Complete Title of Securities
Mailing Address Class Owned Amount Owned Owned
Putnam Investments, Inc. Common 3,723,210 11.6%
One Post Office Square Stock shares(1)
Boston, MA 02109
Tribune Company Common 7,882,885 22.8%
435 North Michigan Avenue Stock shares(2)
Chicago, IL 60611
(1) Based upon information contained in a Schedule 13G dated February
12, 1996 filed jointly with the Securities and Exchange
Commission by Putnam Investments, Inc. ("Putnam"), on behalf of
itself and Marsh & McLennan Companies, Inc., Putnam Investment
Management, Inc. and The Putnam Advisory Company, Inc., Putnam
has shared voting power with respect to 254,604 shares and shared
dispositive power with respect to 3,723,210 shares. Assumes
31,653,774 shares outstanding.
(2) Based upon information contained in Amendment No. 1 to Schedule
13D dated January 8, 1996 filed with the SEC by Tribune Company.
Includes 2,830,188 shares issuable to Tribune Company upon
conversion of the Notes.
UNDERWRITERS
6. Underwriters.
a. The following table sets forth information concerning
each person who, within three years prior to the date of filing this
Application on Form T-3, acted as an underwriter of any securities of
the Company which are currently outstanding.
Class of Securities of the
Underwriter Company underwritten
Adams, Harkness & Hill, Inc. Common Stock, par value $.01 per share
CS First Boston Corporation Common Stock, par value $.01 per share
Montgomery Securities Common Stock, par value $.01 per share
CAPITAL SECURITIES
7. Capitalization.
a. As of April 6, 1996, the authorized and outstanding
amounts of classes of securities of the Company were as follows:
Title of Class Amount Authorized Amount Outstanding
Common Stock, par 60,000,000 shares 32,145,964 shares
value $.01 per
share(1)
Preferred Stock, par 5,000,000 shares 0 shares
value $.01 per
share(2)
Special Voting Stock, 1 share 1 share
par value $1.00 per
share(3)
51/2% Senior $350,000,000 $350,000,000
Convertible Notes Due principal amount principal amount
2000
51/2% Senior Con- $150,000,000 $150,000,000
vertible/Exchangeable principal amount principal amount
Notes Due 2000
_____________
(1) As of April 6, 1996, the Company had reserved 1,595,308
shares of Common Stock for issuance upon exchange of
Exchangeable Shares (as hereinafter defined), approximately
10,370,000 shares of Common Stock for issuance upon exercise
of stock options under SoftKey's stock option plans,
9,433,963 shares of Common Stock for issuance upon
conversion of the Notes and the Company's 51/2% Senior
Convertible Notes Due 2000 and 158,800 shares of Common
Stock for issuance upon exercise of certain warrants issued
by SoftKey.
(2) 1,700,000 shares are available for issuance, 150,000 of
which have been designated as 51/2% Series C Convertible
Preferred Stock and are reserved for issuance upon exchange
of the Company's 51/2% Senior Convertible/Exchangeable Notes
Due 2000.
(3) As of April 6, 1996, entitled the Special Voting Share
Trustee (as hereinafter defined) to 1,595,308 votes, one for
each then outstanding Exchangeable Share.
b. Voting Rights of each class of securities of the
Company.
(1) Common Stock. Holders of Common Stock are
entitled to one vote per share, in person or by proxy, upon all
matters presented to the holders of Common Stock.
(2) 51/2% Series C Convertible Preferred Stock. Each
share of 51/2% Series C Convertible Preferred Stock (the "Series C
Preferred Stock") entitles the holder thereof to vote on all matters
voted on by holders of Common Stock, voting together with the holders
of Common Stock as a single class. With respect to any such vote,
each share of Series C Preferred Stock shall entitle the holder
thereof to cast the number of votes equal to the number of votes which
could be cast in such vote by a holder of the shares of common stock
of the Company into which such share of Series C Preferred Stock is
convertible on the record date for such vote. The affirmative vote of
the holders of at least 66-2/3% of the outstanding shares of Series C
Preferred Stock is necessary for certain actions that would affect the
Series C Preferred Stock, including, but not limited to, changing the
number of authorized shares of Series C Preferred Stock, increasing or
decreasing the par value of such shares, or altering the powers,
preferences and rights of such shares so as to affect them adversely.
If on any date dividends payable on the Series C Preferred Stock
shall have been in arrears and not paid in full for three semi-annual
periods, whether or not consecutive, the number of directors
constituting the Board of Directors of the Company shall be increased
by two and the holders of shares of Series C Preferred Stock shall
have the right, voting separately as a single class (or as a class
with the holders of shares of capital stock ranking on a parity with
("Parity Stock"), if such holders are similarly entitled to elect
additional directors), to elect directors to fill such newly created
directorships. Such additional directors shall continue as directors
until such time as all dividends accumulated on the Series C Preferred
Stock (and on the Parity Stock, if applicable) have been paid in full
or all necessary funds have been set aside for payment.
At each meeting of stockholders at which the holders of shares of
Series C Preferred Stock shall have the right to take any action, the
presence in person or by proxy of the holders of record of one-third
of the total number of shares of Series C Preferred Stock then
outstanding and entitled to vote shall be necessary to constitute a
quorum.
(3) Special Voting Share. The Company's sole
authorized and outstanding Special Voting Share is held of record by
The R-M Trust Company, as Trustee (the "Special Voting Share
Trustee"), under a Voting and Exchange Trust Agreement pursuant to
which each holder of Exchangeable Non-Voting Shares of SoftKey
Software Products Inc. (the "Exchangeable Shares"), other than the
Company or any entity controlled by the Company (a "Controlled
Entity"), is entitled to instruct the Special Voting Share Trustee to
exercise one of the votes attached to the Special Voting Share for
each Exchangeable Share held by such holder. Except as otherwise
required by law or the Company's Restated Certificate of
Incorporation, as amended, the holder of record of the Special Voting
Share will have a number of votes equal to the number of Exchangeable
Shares outstanding from time to time not owned by the Company or any
Controlled Entity. The holders of shares of the Common Stock and the
Special Voting Share vote together as a single class on all matters,
except as may be required by applicable law. The holder of the
Special Voting Share is not entitled to receive dividends. In the
event of any liquidation, dissolution or winding-up of the Company,
the holder of the Special Voting Share will not be entitled to receive
any assets of the Company available for distribution to its
stockholders. At such time as the Special Voting Share has no votes
attached to it because there are no Exchangeable Shares outstanding
not owned by the Company or a Controlled Entity, and there are no
shares of stock, debt, options or other agreements of the Company
which could give rise to the issuance of any Exchangeable Shares to
any person (other than the Company or a Controlled Entity), the
Special Voting Share will be cancelled.
The Exchangeable Shares were originally issued to certain holders
of common shares of SoftKey Software Products Inc. ("Former SoftKey"),
which was merged into the Company in a three-way business combination
transaction among the Company (which was then known as WordStar
International Incorporated), Former SoftKey and Spinnaker Software
Corporation. All Exchangeable Shares not exchanged for an equivalent
number of shares of Common Stock by February 4, 2005 (the "Redemption
Date") will be redeemed by SoftKey Software Products Inc., an Ontario
corporation and a subsidiary of the Company ("SoftKey Software"), for
a price per share equal to the current market price of a share of
Common Stock (which shall be paid in Common Stock) plus a cash amount
equivalent to the full amount of all unpaid dividends thereon, and the
Special Voting Share will thereupon be cancelled. The Board of
Directors of SoftKey Software may extend the Redemption Date or, if at
any time there are less than 50,000 outstanding Exchangeable Shares
(other than Exchangeable Shares held by the Company or any Controlled
Entity, subject to adjustment to reflect permitted changes to the
Exchangeable Shares), accelerate the Redemption Date.
INDENTURE SECURITIES
8. Analysis of indenture provisions
The following summaries of certain provisions of the Notes and
the Indenture do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), and all the
provisions of the Notes and the Indenture, including the definitions
therein of certain terms which are not otherwise defined in this
Application on Form T-3 and those terms made a part of the Indenture
by reference to the Trust Indenture Act. Wherever particular
provisions or defined terms of the Indenture (or of the form of Notes
which is a part thereof) are referred to, such provisions or defined
terms are incorporated herein by reference. As used in this item 8,
the "Company" refers to SoftKey International Inc. and does not,
unless the context otherwise indicates, include its subsidiaries.
a. Events of Default and Remedies. An Event of Default is
defined in the Indenture as being: default in payment of the principal
of or premium, if any, on the Notes; default for 30 days in payment of
any installment of interest on the Notes; default by the Company for
90 days after notice in the observance or performance of any other
covenants in the Indenture; or certain events involving bankruptcy,
insolvency or reorganization of the Company. The Indenture provides
that the Trustee may withhold notice to the holders of Notes of any
default (except in payment of principal, premium, if any, or interest
with respect to the Notes) if the Trustee considers it in the interest
of the holders of the Notes to do so.
The Indenture provides that if any Event of Default shall have
occurred and be continuing, the Trustee or the holders of not less
than 25% in principal amount of the Notes then outstanding may declare
the principal of and premium, if any, on the Notes to be due and
payable immediately, but if the Company shall cure all defaults
(except the nonpayment of interest on, premium, if any, and principal
of any Notes which shall have become due by acceleration) and certain
other conditions are met, such declaration may be cancelled, and past
defaults may be waived by the holders of a majority in principal
amount of Notes then outstanding.
The holders of a majority in principal amount of the Notes then
outstanding shall have the right to direct the time, method and place
of conducting any proceedings for any remedy available to the Trustee,
subject to certain limitations specified in the Indenture.
b. Authentication and Delivery; Application of
Proceeds. The Notes are executed in the name and on behalf of the
Company by the signature of its Chief Executive Officer, President or
its Chief Financial Officer and attested by the signature of its
Secretary or any of its Assistant Secretaries. Signatures of such
persons may be manual or by facsimile. The Notes bear a certificate
of authentication manually executed by the Trustee.
The Company will not receive any proceeds from the offering of
the Notes by certain selling holders thereof.
c. Release and Substitution of Property Subject to the
Lien of the Indenture. Not Applicable.
d. Satisfaction and Discharge; Defeasance. The
Indenture will cease to be of further effect as to all outstanding
Notes (except, among other things, as to (i) rights of registration of
transfer and exchange; (ii) substitution of apparently mutilated,
defaced, destroyed, lost or stolen Notes; (iii) rights of holders of
the Notes to receive payments of principal of and interest on the
Notes; (iv) rights, obligations and immunities of the Trustee under
the Indenture; and (v) rights of the holders of the Notes as
beneficiaries of the Indenture with respect to the property so
deposited with the Trustee payable to all or any of them), if (A) the
Company will have paid or caused to be paid the principal of and
interest on the Notes and all other amounts payable under the
Indenture, all outstanding Notes (except lost, stolen or destroyed
Notes which have been replaced or paid) have been delivered to the
Trustee for cancellation and the Company has delivered to the Trustee
an Officers' Certificate stating that all conditions relating to such
defeasance have been satisfied or (B)(w) the Notes not previously
delivered to the Trustee for cancellation will have become due and
payable or are by their terms to become due and payable within one
year or are to be called for redemption under arrangements
satisfactory to the Trustee upon delivery of notice, (x) the Company
will have irrevocably deposited with the Trustee, as trust funds,
cash, in an amount sufficient to pay principal of and interest on the
outstanding Notes, to maturity or redemption, as the case may be, (y)
such deposit will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which the
Company is a party or by which it is bound and (z) the Company has
delivered to the Trustee an Officers' Certificate and an opinion of
counsel, each stating that all conditions related to such defeasance
have been complied with.
The Indenture will also cease to be in effect (except, among
other things, as described in clauses (i) through (v) in the
immediately preceding paragraph) and the indebtedness on all
outstanding Notes will be discharged on the 123rd day after the
irrevocable deposit by the Company with the Trustee, in trust,
specifically pledged as security for, and dedicated solely to, the
benefit of the holders of the Notes, of cash, U.S. Government
Obligations (as defined in the Indenture) or a combination thereof, in
an amount sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay the principal of and interest
on the Notes then outstanding in accordance with the terms of the
Indenture and the Notes ("legal defeasance"). Such legal defeasance
may only be effected if (i) such deposit will not result in a breach
or violation of, or constitute a default under, any agreement or
instrument to which the Company is party or by which it is bound; (ii)
the Company has delivered to the Trustee an opinion of counsel stating
that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of the
Indenture, there has been a change in the applicable federal income
tax law, in either case to the effect that, based thereon, the holders
of the Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and
discharge by the Company and will be subject to federal income tax in
the same amount and in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not
occurred; (iii) the Company has delivered to the Trustee an opinion of
counsel to the effect that after the 123rd day following the deposit,
the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally; and (iv) the Company has delivered to the
Trustee an Officers' Certificate and an opinion of counsel stating
that all conditions related to the defeasance have been complied with.
The Company may also be released from its obligations under
certain covenants of the Indenture relating to a Change of Control
(Section 3.5 of the Indenture) or a merger, consolidation and sale of
assets (Article XII of the Indenture) with respect to the Notes
outstanding on the 123rd day after the irrevocable deposit by the
Company with the Trustee, in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the holders of the Notes,
cash, U.S. Government Obligations or a combination thereof, in an
amount sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay the principal of and interest
on the Notes then outstanding in accordance with the terms of the
Indenture and the Notes ("covenant defeasance"). Such covenant
defeasance may only be effected if (i) such deposit will not result in
a breach or violation of, or constitute a default under, any agreement
or instrument to which the Company is a party or by which it is bound;
(ii) the Company has delivered to the Trustee an opinion of counsel to
the effect that the holders of the Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such
deposit and covenant defeasance by the Company and will be subject to
federal income tax in the same amount, in the same manner and at the
same times as would have been the case if such deposit and covenant
defeasance had not occurred; (iii) the Company has delivered to the
Trustee an opinion of counsel to the effect that after the 123rd day
following the deposit, the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally; and (iv) the
Company has delivered to the Trustee an Officers' Certificate and an
opinion of counsel stating that all conditions related to the covenant
defeasance have been complied with. Following such covenant
defeasance, the Company will no longer be required to comply with and
will have no obligation to repurchase the Notes pursuant to the
provisions described under the Change of Control provisions of the
Indenture.
e. Evidence as to compliance.
Pursuant to the Indenture, the Company shall (i) file with
the Trustee copies of annual reports and of the information, documents
and other reports which the Company is required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, (ii) file with the Trustee and the
Commission such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants
set forth in the Indenture, (iii) transmit to holders of the Notes to
the extent required by Section 313(c) of the Trust Indenture Act such
summaries of any information required to be filed pursuant to (i) or
(ii) above as may be required by the rules and regulations of the
Commission and (iv) furnish to the Trustee, not less often than
annually, a brief certificate from the Company as to the Company's
compliance with all conditions and covenants under the Indenture.
9. Other Obligors. There are no obligors upon any indenture
securities other than the Company.
Contents of application for qualification. This application for
qualification comprises:
a. Pages numbered 1 to 16, consecutively;
b. The statement of eligibility and qualification of State
Street Bank and Trust Company, the trustee under the
Indenture to be qualified1; and
c. The following exhibits in addition to those filed as
part of the statement of eligibility and qualification of
the trustee:
Exhibit T3A: Restated Certificate of Incorporation, as
amended, of the Company2
Exhibit T3B: Bylaws of the Company, as amended3
Exhibit T3C: Indenture dated as of November 30, 1995
by and between the Company and the Trustee1
Exhibit T3D: Not applicable.
Exhibit T3E: Prospectus relating to the offering by
the selling holder of, among other things,
$150,000,000 aggregate principal amount of
the Company's 51/2% Senior Convertible/
Exchangeable Notes Due 2000, the Series C
Preferred Stock issuable upon exchange thereof
and the shares of the Company's common stock
issuable upon conversion of the Notes and the
Series C Preferred Stock1
Exhibit T3F: Cross reference sheet showing the location in
the Indenture of the provisions inserted
therein pursuant to Section 310 through 318(a),
inclusive, of the Trust Indenture Act of 1939,
as amended.
____________
1 Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-3 (Reg. No. 333-02385) filed April
9, 1996.
2 Incorporated by reference to exhibits filed with the Company's
Annual Report on Form 10-K for the year ended January 6, 1996.
3 Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-3 (Reg. No. 33-88728) filed
January 23, 1995.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, SoftKey International Inc., a corporation organized and existing
under the laws of Delaware, has duly caused this application to be
signed on its behalf by the undersigned, thereunto duly authorized,
and its seal to be hereunto affixed and attested, all in the City of
Cambridge and Commonwealth of Massachusetts, on this 10th day of
April, 1996.
SOFTKEY INTERNATIONAL INC.
By: /s/ Neal S. Winneg
Name: Neal S. Winneg
Title: Vice President
Attest: /s/ David L. McEvoy
Name: David L. McEvoy
Title: Assistant Secretary
EXHIBIT T3F
CROSS-REFERENCE TABLE
Trust Indenture Indenture
Act Section Section
SECTION 310(a)(1) . . . . . . . . . . . . . . . 8.9
(a)(2) . . . . . . . . . . . . . . . . . . 8.9
(a)(3) . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . 16.8
(b) . . . . . . . . . . . . . . . . . . 7.1, 8.8, 8.9,
8.10, 16.3
(c) . . . . . . . . . . . . . . . . . . N.A.
SECTION 311(a) . . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . . . . . 8.13
(c) . . . . . . . . . . . . . . . . . . N.A.
SECTION 312(a) . . . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . . . . . 16.8
(c) . . . . . . . . . . . . . . . . . . N.A.
SECTION 313(a) . . . . . . . . . . . . . . . . 16.8
(b) . . . . . . . . . . . . . . . . . . 16.8
(c) . . . . . . . . . . . . . . . . . . 6.2, 16.3
(d) . . . . . . . . . . . . . . . . . . N.A.
SECTION 314(a) . . . . . . . . . . . . . . . . 16.5
(b) . . . . . . . . . . . . . . . . . . 16.5
(c)(1) . . . . . . . . . . . . . . . . . . 16.5
(c)(2) . . . . . . . . . . . . . . . . . . N.A.
(c)(3) . . . . . . . . . . . . . . . . . . 16.5
(d) . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . 16.5
(f) . . . . . . . . . . . . . . . . . . N.A.
SECTION 315(a) . . . . . . . . . . . . . . . . 8.1, 8.2
(b) . . . . . . . . . . . . . . . . . . 16.8
(c) . . . . . . . . . . . . . . . . . . 8.1
(d) . . . . . . . . . . . . . . . . . . 8.1
(e) . . . . . . . . . . . . . . . . . . 7.9
SECTION 316(a) . . . . . . . . . . . . . . . . 16.8
(a)(1)(A) . . . . . . . . . . . . . . . . 7.7
(a)(1)(B) . . . . . . . . . . . . . . . . 7.7
(a)(2) . . . . . . . . . . . . . . . . . . 7.7
(b) . . . . . . . . . . . . . . . . . . 16.9
(c) . . . . . . . . . . . . . . . . . . 10.2
SECTION 317(a)(1) . . . . . . . . . . . . . . . 7.2
(a)(2) . . . . . . . . . . . . . . . . . . 7.2
(b) . . . . . . . . . . . . . . . . . . 5.4
SECTION 318(a) . . . . . . . . . . . . . . . . N.A.
N.A. means Not Applicable.
Note: This Cross-Reference Table shall not, for any purpose, be
deemed to be a part of the Indenture.
