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 OF BE QUALIFIED
TITLE OF CLASS AMOUNT
5 1/2% Senior Convertible Notes due 2000 $350,000,000
Approximate date of proposed public offering: January 16, 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 5 1/2% Senior Convertible Notes
due 2000 of the Company (the "Notes") were issued pursuant to the
terms of a Purchase Agreement dated as of October 17, 1995 between the
Company, on the one hand, and Bear, Stearns & Co. Inc. and Montgomery
Securities (together, the "Initial Purchasers"), on the other hand
(the "Purchase Agreement"), under the Indenture dated as of October
16, 1995 (the "Indenture") between the Company and State Street Bank
and Trust Company (the "Trustee"), as amended by the First
Supplemental Indenture dated as of November 22, 1995 between the
Company and the Trustee. The Notes were offered and sold only (a) to
"qualified institutional buyers" (as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), or "QIBs"),
in reliance on the exemption from the registration requirements of the
Securities Act provided by Rule 144A thereunder and to institutional
"accredited investors" (as that term is defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) and (b) outside the United
States to certain persons in reliance on Regulation S under the
Securities Act and in compliance with the securities laws of each such
jurisdiction. Each Investor in the Notes is deemed to have
understood, acknowledged, represented to, and agreed with, the Initial
Purchasers and 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 do so only (i) to the Company or any subsidiary
thereof, (ii) to a QIB in compliance with Rule 144A under the
Securities Act, (iii) to an institutional accredited investor within
the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under
the Securities Act that, prior to such transfer, furnishes to the
Trustee, as registrar for the Notes (or, in the case of the Common
Stock, the transfer agent for the Common Stock), a signed letter
containing certain representations and agreements relating to the
restrictions on transfer of the Securities (the form of which can be
obtained from the Trustee or the transfer agent for the Common Stock),
(iv) outside the United States in compliance with Rule 904 under the
Securities Act, (v) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act (if available) or (vi)
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, on
the one hand, and the Initial Purchasers, on the other hand, entered
into a Note 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 this 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)
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
16Z 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 December 28,
1995:
Percentage of
Voting
Name and Complete Title of Securities
Mailing Address Class Owned Amount Owned Owned
Putnam Investments, Inc. Common 3,214,678 10.6%
One Post Office Square Stock shares(1)
Boston, MA 02109
Tribune Company Common 7,882,886 20.6%
435 North Michigan Avenue Stock shares(2)
Chicago, IL 60611
(1) Based upon information contained in a Schedule 13G dated December
6, 1995 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 255,204 shares and shared
dispositive power with respect to 3,214,678 shares.
(2) Includes 2,830,189 shares issuable to Tribune Company upon
conversion of the 5 1/2% Senior Convertible/Exchangeable Notes due
2000 of the Company.
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 December 28, 1995, 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 30,364,864 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)
5 1/2% Senior $350,000,000 $350,000,000
Convertible Notes due principal amount principal amount
2000
5 1/2% Senior $150,000,000 $150,000,000
Convertible/Exchangea principal amount principal amount
ble Notes due 2000
_____________
(1) As of December 28, 1995, the Company had reserved 1,596,892
shares of Common Stock for issuance upon exchange of Exchangeable
Shares (as hereinafter defined), 3,537,353 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 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 5 1/2% Series C Convertible Preferred Stock and
are reserved for issuance upon exchange of the Company's 5 1/2% Senior
Convertible/Exchangeable Notes due 2000.
(3) As of December 28, 1995, entitled the Special Voting Stock
Trustee (as hereinafter defined) to 1,596,892 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) 5 1/2% Series C Convertible Preferred Stock. Each
share of 5 1/2% 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., an Ontario
corporation ("Former SoftKey"), 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 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 all 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. The Company disclosed
to purchasers of the Notes at the time of the original issuance
thereof that it intended to use all or a substantial portion of the
net proceeds therefrom for acquisitions and strategic alliances.
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 as to (i) rights of registration of transfer and
exchange and the Company's right of optional redemption; (ii)
substitution of apparently mutilated, defaced, destroyed, lost or
stolen Notes; (iii) rights of holders of the Notes to receive payments
of principal 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 as and when the same will have
become due and payable or (B) all outstanding Notes (except lost,
stolen or destroyed Notes which have been replaced or paid) have been
delivered to the Trustee for cancellation or (C)(x) 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 and (y) 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. Such trust may only be established if 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 and 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 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 this 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 Officer's
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 accounts 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 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 17, consecutively;
b. The statement of eligibility and qualification of State
Street Bank and Trust Company, the trustee under the
Indenture to be qualified; and
c. The following exhibits in addition to those filed as
part of the statement of eligibility and qualification of
each trustee:
Exhibit T3A: Restated Certificate of Incorporation, as
amended, of the Company (incorporated by reference to
Exhibit 3.1 filed with the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30,
1995)
Exhibit T3B: Bylaws of the Company, as amended
(incorporated by reference to Exhibit 3.2 filed with the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994)
Exhibit T3C.1: Indenture dated as of October 16, 1995 by
and between the Company and State Street Bank and Trust
Company (incorporated by reference to Exhibit 4.1 filed
with the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1995)
Exhibit T3C.2: First Supplemental Indenture to the
Indenture dated as of November 22, 1995 by and between
the Company and State Street Bank and Trust Company
(incorporated by reference to Exhibit 4.2 filed with the
Company's Registration Statement on Form S-3
(Registration No. 333-145) filed on January 11, 1995 with
the Commission)
Exhibit T3D: Not applicable
Exhibit T3E: Prospectus relating to the offering by
certain selling stockholders of the 5 1/2% Senior
Convertible Notes Due 2000 of the Company (incorporated
by reference to the Company's Registration Statement on
Form S-3 (Registration No. 333-145) filed on January 11,
1995 with the Commission)
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
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 11th day of
January, 1996.
SOFTKEY INTERNATIONAL INC.
By: /s/ Neal S. Winneg
Name: Neal S. Winneg
Title: Vice President
Attest:/s/ David McEvoy
Name: David 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) . . . . . . . . . . . . . . . . . . 16.9
(b) . . . . . . . . . . . . . . . . . . 7.1, 8.8, 8.9,
8.10, 16.4
(c) . . . . . . . . . . . . . . . . . . N.A.
SECTION 311(a) . . . . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . . . . . 8.13
(c) . . . . . . . . . . . . . . . . . . N.A.
SECTION 312(a) . . . . . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . . . . . 16.9
(c) . . . . . . . . . . . . . . . . . . N.A.
SECTION 313(a) . . . . . . . . . . . . . . . . . . 16.9
(b) . . . . . . . . . . . . . . . . . . 16.9
(c) . . . . . . . . . . . . . . . . . . 6.2, 16.4
(d) . . . . . . . . . . . . . . . . . . N.A.
SECTION 314(a) . . . . . . . . . . . . . . . . . . 16.6
(b) . . . . . . . . . . . . . . . . . . 16.6
(c)(1) . . . . . . . . . . . . . . . . . . 16.6
(c)(2) . . . . . . . . . . . . . . . . . . N.A.
(c)(3) . . . . . . . . . . . . . . . . . . 16.6
(d) . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . 16.6
(f) . . . . . . . . . . . . . . . . . . N.A.
SECTION 315(a) . . . . . . . . . . . . . . . . . . 8.1, 8.2
(b) . . . . . . . . . . . . . . . . . . 16.9
(c) . . . . . . . . . . . . . . . . . . 8.1
(d) . . . . . . . . . . . . . . . . . . 8.1
(e) . . . . . . . . . . . . . . . . . . 7.9
SECTION 316(a) . . . . . . . . . . . . . . . . . . 16.9
(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.
