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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-57397
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 30, 1998)
THE LEARNING COMPANY, INC.
521,021 SHARES OF COMMON STOCK
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The information in this Prospectus Supplement concerning the Selling
Stockholders supplements the statements set forth under the caption "The Selling
Stockholders" in the Prospectus. Capitalized items used and not defined herein
shall have the meanings given to them in the Prospectus. The information set
forth under the caption "The Selling Stockholders" in the Prospectus is
supplemented as follows:
THE SELLING STOCKHOLDERS
The following table sets forth, to the knowledge of the Company, certain
information, as of June 15, 1998, with respect to the Selling Stockholders for
whom the Company is registering the Shares for resale to the public. The Company
will not receive any of the proceeds from the sale of the Shares. The shares of
Common Stock covered by this Prospectus were issued to the Selling Stockholders
in connection with the acquisition of PF.Magic. See "The Acquisition."
To the Company's knowledge, none of the Selling Stockholders holds any
position or office with, has been employed by, or has otherwise had a material
relationship with the Company or any of its subsidiaries within the past three
years.
<TABLE>
<CAPTION>
Number of
Number of Shares of Percentage of
Shares of Common Shares of
Common Stock Number of Stock Common Stock
Beneficially Shares of Beneficially Beneficially
Owned Prior to Common Stock Owned after Owned after
Name of Selling Stockholder Offering(1)(3) Offered Hereby Offering(1)(2) Offering(1)(2)
--------------------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Ernest W. Adams and 1,430 1,430 0 0
Mary Ellen Foley
Jacek Adamiec 211 211 0 0
Noah L. Anglin 787 787 0 0
Bayview Investors, Ltd. 24,177 24,177 0 0
Travis Boatman 22 22 0 0
David Brownstein 89 89 0 0
Jeremy Cantor 54 54 0 0
Ann Mei Chang 143 143 0 0
Steven Choi 5,008 5,008 0 0
</TABLE>
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<TABLE>
<CAPTION>
Number of
Number of Shares of Percentage of
Shares of Common Shares of
Common Stock Number of Stock Common Stock
Beneficially Shares of Beneficially Beneficially
Owned Prior to Common Stock Owned after Owned after
Name of Selling Stockholder Offering(1)(3) Offered Hereby Offering(1)(2) Offering(1)(2)
--------------------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
John Danhakle 643 643 0 0
Anthea Fane 18 18 0 0
Steven Feuling 572 572 0 0
William Friedewald 310 310 0 0
Frost & Berman Incorporated 24,394 24,394 0 0
Robert Fulop 82,934 82,934 0 0
Christina Garden 54 54 0 0
R. James Guerard 1,430 1,430 0 0
Charles F. Hacskaylo 179 179 0 0
David Han 6,241 6,241 0 0
Les Hedger 376 376 0 0
Joan Howard 79 79 0 0
Daphne West Jackson 18 18 0 0
Andrew Kaluzniacki 429 429 0 0
Cynthia Karr 14 14 0 0
Elizabeth Karr 14 14 0 0
Karr Family 1982 Trust 32 32 0 0
Teri Keyser 43 43 0 0
Keith Kirby 1,859 1,859 0 0
Lucent Technologies, Inc. 65,404 65,404 0 0
George and Anna Mandel 952 952 0 0
Kimberly B. Reiss Maron 14 14 0 0
Michael Masters 18 18 0 0
Christopher Mayer 54 54 0 0
Bradley McKee 111 111 0 0
Douglas C. Modie 72 72 0 0
Scott Oki 60,291 60,291 0 0
</TABLE>
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<TABLE>
<CAPTION>
Number of
Number of Shares of Percentage of
Shares of Common Shares of
Common Stock Number of Stock Common Stock
Beneficially Shares of Beneficially Beneficially
Owned Prior to Common Stock Owned after Owned after
Name of Selling Stockholder Offering(1)(3) Offered Hereby Offering(1)(2) Offering(1)(2)
--------------------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
W. Preston Raisin 3,873 3,873 0 0
Brenda D. Ross 54 54 0 0
RS & Co. IV, L.P. 136,999 136,999 0 0
Eric Rudney 643 643 0 0
David Schwartz and 5,008 5,008 0 0
Rosemarie Ratto
John Scull 88,301 88,301 0 0
James Stiefelmaier 286 286 0 0
Jesse Sugarman 29 29 0 0
Venture Lending, a division of 6,694 6,694 0 0
Cupertino National Bank
Paul Wilkerson 658 658 0 0
</TABLE>
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* Less than one percent of the number of shares of Common Stock outstanding.
(1) The number of Shares beneficially owned is determined under rules
promulgated by the Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any Shares as to which the individual has
sole or shared voting power or investment power and also any Shares which
the individual has the right to acquire within 60 days after June 15, 1998
through the exercise of any stock option or other right. The inclusion
herein of such Shares, however, does not constitute an admission that the
Selling Stockholders are direct or indirect beneficial owners of such
Shares. The Selling Stockholders have sole voting power and investment
power with respect to all Shares listed as owned by the Selling
Stockholders.
(2) It is unknown if, when or in what amounts a Selling Stockholder may offer
Shares for sale and there can be no assurance that the Selling Stockholders
will sell any or all of the Shares offered hereby. Because the Selling
Stockholders may offer all or some of the Shares pursuant to this Offering,
and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Shares that will be
held by the Selling Stockholders after completion of the Offering, no
estimate can be given as to the amount of the Shares that will be held by
the Selling Stockholders after completion of the Offering. However, for
purposes of this table, the Company has assumed that, after completion of
the Offering, no Shares will be held by the Selling Stockholders.
(3) Includes the following number of shares of Common Stock placed in escrow
pursuant to the terms of the Merger Agreement: Ernest W. Adams and Mary
Ellen Foley (143); Jacek Adamiec (21); Noah L. Anglin (79); Bayview
Investors, Ltd. (2,418); Travis Boatman (2); David Brownstein (8); Jeremy
Cantor (5); Ann Mei Chang (14); Steven Choi (500); John Danhakle (64);
Anthea Fane (1); Steven Feuling (57); William Friedewald (31); Robert Fulop
(8,293); Christian Garden (5); R. James Guerard (143); Charles F. Hacskaylo
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(18); David Han (624); Les Hedger (38); Joan Howard (8); Daphne West
Jackson (1); Andrew Kaluzniacki (42); Cynthia Karr (1); Elizabeth Karr (1);
Karr Family 1982 Trust (3); Teri Keyser (4); Keith Kirby (186); Lucent
Technologies, Inc. (6,540); George and Anna Mandel (95); Kimberly B. Reiss
Maron (1); Michael Masters (1); Christopher Mayer (5); Bradley McKee (11);
Douglas C. Modie (7); Scott Oki (6,029); W. Preston Raisin (387); Brenda D.
Ross (5); RS & Co. IV, L.P. (13,700); Eric Rudney (64); David Schwartz and
Rosemarie Ratto (500); John Scull (8,830); James Stiefelmaier (28); Jesse
Sugarman (3); Venture Lending, a division of Cupertino National Bank (669);
Paul Wilkerson (66).
The date of this Prospectus Supplement is
September 30, 1998
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