<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
REGISTRATION NO. 333-96119
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
<TABLE>
<S> <C> <C>
WEEKLY READER
WRC MEDIA INC. CORPORATION COMPASSLEARNING, INC.
(Exact name of Registrant as specified (Exact name of Registrant as specified (Exact name of Registrant as specified
in in in
its charter) its charter) its charter)
DELAWARE DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of
incorporation incorporation incorporation
or organization) or organization) or organization)
7372
2731 2721 (Primary Standard Industrial
(Primary Standard Industrial (Primary Standard Industrial Classification
Classification Number) Classification Number) Number)
13-4066536 13-3603780 13-4066535
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
- ----------------------------------------------------------------------------------------------------------------------------
WRC MEDIA INC. WEEKLY READER CORPORATION COMPASSLEARNING, INC.
1 ROCKEFELLER PLAZA, 32ND FLOOR 1 ROCKEFELLER PLAZA, 32ND FLOOR 1 ROCKEFELLER PLAZA, 32ND FLOOR
NEW YORK, NY 10020 NEW YORK, NY 10020 NEW YORK, NY 10020
(212) 582-6700 (212) 582-6700 (212) 582-6700
</TABLE>
(Address, including zip code, and telephone number, including area code,
of each Registrant's principal executive offices)
------------------------------
MARTIN E. KENNEY, JR.
CHIEF EXECUTIVE OFFICER, WRC MEDIA INC.
DIRECTOR, WRC MEDIA INC., WEEKLY READER
CORPORATION AND COMPASSLEARNING, INC.
1 ROCKEFELLER PLAZA, 32ND FLOOR
NEW YORK, NY 10020
(212)582-6700
(Address, including zip code, and telephone
number, including area code, of each
Registrant's agent for service)
------------------------------
COPIES TO:
JULIE T. SPELLMAN, ESQ.
CRAVATH, SWAINE & MOORE
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
------------------------------
<TABLE>
<CAPTION>
NAMES OF ADDITIONAL REGISTRANTS STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYER
AS SPECIFIED IN THEIR CHARTERS INCORPORATION OR ORGANIZATION IDENTIFICATION NO.
- ------------------------------- ------------------------------ ------------------
<S> <C> <C>
Lifetime Learning Systems, Inc. Delaware 13-3783276
American Guidance Service, Inc. Minnesota 41-0802162
AGS International Sales, Inc. Minnesota 41-0982023
World Almanac Education Group, Inc. Delaware 13-3603781
Funk & Wagnalls Yearbook Corp. Delaware 13-3603787
Gareth Stevens, Inc. Wisconsin 39-1462742
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act of 1933 registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. / /
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware provides
that WRC Media Inc., CompassLearning, Inc. and Weekly Reader Corporation have
the power to indemnify any director or officer, or former director or officer,
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) against the expenses (including attorney's fees), judgments, fines
or amounts paid in settlement actually and reasonably incurred by them in
connection with the defense of any action by reason of being or having been
directors or officers, if such person shall have acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding; PROVIDED
that such person had no reasonable cause to believe his conduct was unlawful,
except that, if such action shall be in the right of the corporation, no such
indemnification shall be provided as to any claim, issue or matter as to which
such person shall have been judged to have been liable to the corporation unless
and to the extent that the Court of Chancery of the State of Delaware, or any
court in such suit or action was brought, shall determine upon application that,
in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses as such court shall deem
proper.
WRC Media Inc., CompassLearning, Inc. and Weekly Reader Corporation's
(collectively the "CORPORATION") bylaws provide that subject to Section 3 of
Article VII of the bylaws, the Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
Subject to Section 3 of Article VII of the bylaws, the Corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
II-1
<PAGE>
have been adjudged to be liable to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Any indemnification under Article VII of the bylaws (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because such person
has met the applicable standard of conduct set forth in Section 1 or Section 2
of Article VII of the bylaws, as the case may be. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders. To the extent, however, that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, without the necessity of authorization in
the specific case.
For purposes of any determination under Section 3 of Article VII of the
bylaws, a person shall be deemed to have acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, or, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe such person's conduct was unlawful, if such
person's action is based on the records or books of account of the Corporation
or another enterprise, or on information supplied to such person by the officers
of the Corporation or another enterprise in the course of their duties, or on
the advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in Section 4 of Article VII of
the bylaws shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or
agent. The provisions of Section 4 of Article VII of the bylaws shall not be
deemed to be exclusive or to limit in any way the circumstances in which a
person may be deemed to have met the applicable standard of conduct set forth in
Section 1 or 2 of Article VII of the bylaws, as the case may be.
Notwithstanding any contrary determination in the specific case under
Section 3 of Article VII of the bylaws, and notwithstanding the absence of any
determination thereunder, any director, officer, employee or agent may apply to
any court of competent jurisdiction in the State of Delaware for indemnification
to the extent otherwise permissible under Sections 1 and 2 of Article VII of the
bylaws. The basis of such indemnification by a court shall be a determination by
such court that indemnification of the director, officer, employee or agent is
proper in the circumstances because such person has met the applicable standards
of conduct set forth in Sections 1 or 2 of Article VII of the bylaws, as the
case may be. Neither a contrary determination in the specific case under
Section 3 of Article VII of the bylaws nor the absence of any determination
thereunder shall be a defense to such application or create a presumption that
the director, officer, employee or agent seeking indemnification has not met any
applicable standard of conduct. Notice of any application for indemnification
pursuant to Section 5 of the bylaws shall be given to the Corporation promptly
upon the filing of such application. If successful, in whole or in part, the
director, officer, employee or agent seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.
II-2
<PAGE>
Expenses incurred in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director, officer, employee or agent to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in Article VII of
the bylaws.
The indemnification and advancement of expenses provided by or granted
pursuant to Article VII of the bylaws shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any By-law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in such
director's official capacity and as to action in another capacity while holding
such office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 1 and 2 of Article VII of the bylaws shall be made
to the fullest extent permitted by law. The provisions of Article VII of the
bylaws shall not be deemed to preclude the indemnification of any person who is
not specified in Section 1 or 2 of Article VII of the bylaws but whom the
Corporation has the power or obligation to indemnify under the provisions of the
General Corporation Law of the State of Delaware or otherwise.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power or the obligation to indemnify such person against such liability under
the provisions of Article VII of the bylaws.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<S> <C>
1.1 Purchase Agreement dated November 10, 1999 among WRC Media
Inc., Weekly Reader Corporation and CompassLearning, Inc.
2.1 Redemption, Stock Purchase and Recapitalization Agreement
dated August 13, 1999 among WRC Media Inc. and Primedia Inc.
3.1 Articles of Incorporation of WRC Media Inc.
3.2 Bylaws of WRC Media Inc.
3.3 Articles of Incorporation of Weekly Reader Corporation
3.4 Bylaws of Weekly Reader Corporation
3.5 Articles of Incorporation of CompassLearning, Inc.
3.6 Bylaws of CompassLearning, Inc.
3.7 Articles of Incorporation of Lifetime Learning Systems, Inc.
3.8 Bylaws of Lifetime Learning Systems, Inc.
3.9 Articles of Incorporation of American Guidance Service, Inc.
3.10 Bylaws of American Guidance Service, Inc.
3.11 Articles of Incorporation of AGS International Sales, Inc.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<S> <C>
3.12 Bylaws of AGS International Sales, Inc.
3.13 Articles of Incorporation of World Almanac Education Group,
Inc.
3.14 Bylaws of World Almanac Education Group, Inc.
3.15 Articles of Incorporation of Funk & Wagnalls Yearbook Corp.
3.16 Bylaws of Funk & Wagnalls Yearbook Corp.
3.17 Articles of Incorporation of Gareth Stevens, Inc.
3.18 Bylaws of Gareth Stevens, Inc.
4.1 Indenture dated November 17, among WRC Media Inc., Weekly
Reader Corporation, CompassLearning, Inc. and Bankers Trust
Company
4.2 Registration Rights Agreement dated November 17, 1999 among
WRC Media Inc., Weekly Reader Corporation, CompassLearning,
Inc., Primedia Reference Inc., Funk & Wagnalls Yearbook
Corp., Lifetime Learning Systems, Inc., Gareth Stevens,
Inc., American Guidance Service, Inc. and AGS International
Sales, Inc.
4.3 Certificate of Designations, Preferences and Rights of 15%
Senior Preferred Stock due 2011 of WRC Media Inc.
4.4 WRC Media Inc. Preferred Stockholders Agreement dated
November 17, 1999 between WRC Media Inc., Weekly Reader
Corporation and CompassLearning, Inc. and the preferred
shareholders listed on the signature pages thereto
4.5 Form of Note
4.6 Certificate of Preferred Stock
5.1 Opinion of Cravath, Swaine & Moore regarding the legality of
the new notes and the new senior preferred stock
10.1 Note Agreement, dated as of July 13, 1999, among
CompassLearning, Inc. (as successor by merger to EAC I
Inc.), The Northwestern Mutual Life Insurance Company and
SGC Partners II L.L.C.
10.2 Stock Purchase Agreement, dated July 13, 1999, among
Software Systems Corp., Sylvan Learning Systems, Inc.,
Pyramid Ventures, Inc., GE Capital Equity Investments, Inc.
and CompassLearning, Inc. (as successor by merger to EAC I
Inc.)
10.3 Credit Agreement dated November 17, 1999 among Weekly Reader
Corporation, CompassLearning, Inc., WRC Media Inc., DLJ
Capital Funding, Inc., Bank of America, N.A. and General
Electric Capital Corporation
10.4 Security and Pledge Agreement dated November 17, 1999 among
Weekly Reader Corporation, CompassLearning, Inc., WRC Media
Inc., Primedia Reference Inc., American Guidance Service
Inc., Lifetime Learning Systems, Inc., AGS International
Sales, Inc., Funk & Wagnalls Yearbook Corp. and Gareth
Stevens, Inc.
10.5 Subsidiary Guaranty dated November 17, 1999 among Primedia
Reference Inc., American Guidance Service Inc., Lifetime
Learning Systems, Inc., AGS International Sales, Inc., Funk
& Wagnalls Yearbook Corp. and Gareth Stevens, Inc.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<S> <C>
10.6 Stockholders Agreement dated November 17, 1999 among Weekly
Reader Corporation, CompassLearning, Inc., WRC Media Inc.,
EAC III L.L.C., Donaldson, Lufkin & Jenrette and Banc of
America Securities
10.7 Shareholders Agreement dated as of November 17, 1999 among
WRC Media, Weekly Reader Corporation and PRIMEDIA, Inc.
10.8 Employment Agreement dated as of the 17th day of November,
1999 among WRC Media Inc., EAC III L.L.C., CompassLearning,
Inc. and Martin E. Kenney, Jr.
10.9 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Terry Bromberg
10.10 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Peter Bergen
10.11 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Robert Jackson
10.12 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Kenneth Slivken
10.13 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Sandy Maccarone
10.14 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Thaddeus Kozlowski
10.15 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Eric Ecker
10.16 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Lester Rackoff
10.17 Employment Agreement dated as of the 14th day of July, 1999
among CompassLearning, Inc. and Therese K. Crane
10.18 Employment Agreement dated as of the 14th day of July, 1999
among CompassLearning, Inc. and Joyce F. Russell
10.19 Employment Agreement dated as of the 17th day of November,
1999 among American Guidance Service Inc. and Larry
Rutkowski
10.20 Employment Agreement dated as of the 17th day of November,
1999 among American Guidance Service, Inc. and Gerald Adams
10.21 Employment Agreement dated as of the 17th day of November,
1999 among Primedia Reference Inc. and Al De Seta
10.22 Employment Agreement dated as of the 17th day of November,
1999 among Primedia Reference Inc. and Janice P. Bailey
10.23 Employment Agreement dated as of the 14th day of July, 1999
among CompassLearning, Inc. and Nancy Lockwood
10.24 Transitional Services Agreement dated as of November 17,
1999, among Primedia Inc., WRC Media Inc. and Weekly Reader
Corporation
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<S> <C>
10.25 Shareholder Agreement dated as of the 17th day of November,
1999 among EAC III L.L.C., Therese K. Crane and WRC Media
Inc.
10.26 Shareholder Agreement dated as of the 17th day of November,
1999 among EAC III L.L.C., Peter Bergen, Larry Rutkowski, Al
De Seta, Robert Jackson, Kenneth Slivken and WRC Media Inc.
10.27 Shareholder Agreement dated as of the 17th day of November,
1999 among EAC III L.L.C., Martin Kenney and WRC Media Inc.
10.28 Preferred Stock and Warrants Subscription Agreement dated
November 17 between WRC Media Inc., Weekly Reader
Corporation, CompassLearning, Inc. and the other signatories
thereto
12.1* Statement regarding Computation of Ratios of Earnings to
Fixed Charges
21.1 List of Subsidiaries of the Registrants
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Cravath, Swaine & Moore (included in its opinion
filed as Exhibit 5.1)
23.5 Consent of Simba Information Inc.
25.1 Statement of Eligibility of Bankers Trust Corporation under
the Trust Indenture Act of 1939, as amended, on Form T-1.
27.1 Financial Data Schedule
99.1 Letter of Transmittal for Tender of 15% Senior Preferred
Stock Due 2011 of WRC Media Inc.
99.2 Letter of Transmittal for Tender of 12 3/4% Senior
Subordinated Notes Due 2009 of WRC Media Inc., Weekly Reader
Corporation, and CompassLearning, Inc.
99.3 Notice of Guaranteed Delivery for Tender of 12 3/4% Senior
Subordinated Notes Due 2009 of WRC Media Inc., Weekly Reader
Corporation, and CompassLearning, Inc.
99.4 Notice of Guaranteed Delivery for Tender of 15% Senior
Preferred Stock Due 2011 of WRC Media Inc.
99.5 Notice of Withdrawal of Tender of 12 3/4% Senior
Subordinated Notes Due 2009 of WRC Media Inc., Weekly Reader
Corporation, and CompassLearning, Inc.
99.6 Notice of Withdrawal of Tender of 15% Senior Preferred Stock
Due 2011 of WRC Media Inc.
99.7 Form of Letter to Securities Dealers, Commercial Banks,
Trust Companies and other Nominees for Tender of all
Outstanding 12 3/4% Senior Subordinated Notes Due 2009 of
WRC Media Inc., Weekly Reader Corporation and
CompassLearning, Inc.
99.8 Form of Letter to Securities Dealers, Commercial Banks,
Trust Companies and other Nominees for Tender of all
Outstanding 15% Senior Preferred Stock Due 2011 of WRC Media
Inc.
99.9 Form of Letter to Clients for 12 3/4% Senior Subordinated
Notes Due 2009 of WRC Media Inc.
99.10 Form of Letter to Clients for 15% Senior Preferred Stock Due
2011 of WRC Media Inc.
99.11 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form 99
</TABLE>
* Filed herewith.
II-6
<PAGE>
ITEM 22. UNDERTAKINGS
Each of the undersigned Registrants hereby undertakes (i) to respond to
requests for information that are incorporated by reference into the Prospectus
pursuant to Item 4, 10(b), 11, or 13 of Form S-4, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This undertaking also includes information
in documents filed subsequent to the effective date of the Registration
Statement through the date of responding to the request.
Each of the undersigned Registrants hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
Each of the undersigned Registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be initial bona fide offering thereof.
Each of the undersigned Registrants hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
undersigned undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
Each of the undersigned Registrants hereby undertakes that every prospectus:
(i) that is filed pursuant to the immediately preceding paragraph or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Securities Act of
1933 and is used in connection with an offering of securities subject to
Rule 415, will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
II-7
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<S> <C> <C>
WRC MEDIA INC.,
By: /s/ MARTIN E. KENNEY, JR.
-----------------------------------------
Name: Martin E. Kenney, Jr.
Title: CHIEF EXECUTIVE OFFICER
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
------------------------------------------- Chief Executive Officer/Director
Martin E. Kenney, Jr.
*
------------------------------------------- Director
Timothy C. Collins
*
------------------------------------------- Director
D. Ronald Daniel
*
------------------------------------------- Director/Secretary
Charles L. Laurey
*
------------------------------------------- Director/Treasurer
Robert S. Lynch
*
------------------------------------------- Director
James N. Lane
*
------------------------------------------- Director
William F. Dawson, Jr.
*
------------------------------------------- Vice-Chairman
Ralph D. Caulo
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CHARLES L. LAUREY
--------------------------------------
Charles L. Laurey
ATTORNEY-IN-FACT
</TABLE>
S-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<S> <C> <C>
WEEKLY READER CORPORATION,
By: /s/ PETER E. BERGEN
-----------------------------------------
Name: Peter E. Bergen
Title: PRESIDENT
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
------------------------------------------- President/Chief Executive Officer
Peter E. Bergen
*
------------------------------------------- Chief Financial Officer
Lester Rackoff
*
------------------------------------------- Chairman
D. Ronald Daniel
*
------------------------------------------- Director
Timothy C. Collins
*
------------------------------------------- Director/Secretary
Charles L. Laurey
*
------------------------------------------- Director/Treasurer
Robert S. Lynch
*
------------------------------------------- Director/Executive Vice President
Martin E. Kenney, Jr.
*
------------------------------------------- Director
James N. Lane
*
------------------------------------------- Director
William F. Dawson, Jr.
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CHARLES L. LAUREY
--------------------------------------
Charles L. Laurey
ATTORNEY-IN-FACT
</TABLE>
S-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<S> <C> <C>
COMPASSLEARNING, INC.,
By: /s/ DR. THERESE K. CRANE
-----------------------------------------
Name: Dr. Therese K. Crane
Title: PRESIDENT
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
------------------------------------------- President
Dr. Therese K. Crane
*
------------------------------------------- Chief Financial Officer
Joyce F. Russell
*
------------------------------------------- Director
Timothy C. Collins
*
------------------------------------------- Director
D. Ronald Daniel
*
------------------------------------------- Director/Secretary
Charles L. Laurey
*
------------------------------------------- Director/Treasurer
Robert S. Lynch
*
------------------------------------------- Director/Executive Vice President
Martin E. Kenney, Jr.
*
------------------------------------------- Director
James N. Lane
*
------------------------------------------- Director
William F. Dawson, Jr.
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CHARLES L. LAUREY
--------------------------------------
Charles L. Laurey
ATTORNEY-IN-FACT
</TABLE>
S-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<S> <C> <C>
LIFETIME LEARNING SYSTEMS, INC.,
By: /s/ PETER E. BERGEN
-----------------------------------------
Name: Peter E. Bergen
Title: PRESIDENT
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
------------------------------------------- Chief Executive Officer/President
Peter E. Bergen
*
------------------------------------------- Chief Financial Officer
Lester Rackoff
*
------------------------------------------- Chairman
D. Ronald Daniel
*
------------------------------------------- Director
Timothy C. Collins
*
------------------------------------------- Director/Secretary
Charles L. Laurey
*
------------------------------------------- Director/Treasurer
Robert S. Lynch
*
------------------------------------------- Director
Martin E. Kenney, Jr.
*
------------------------------------------- Director
James N. Lane
*
------------------------------------------- Director
William F. Dawson, Jr.
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CHARLES L. LAUREY
--------------------------------------
Charles L. Laurey
ATTORNEY-IN-FACT
</TABLE>
S-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<S> <C> <C>
AMERICAN GUIDANCE SERVICE, INC.,
By: /s/ LARRY RUTKOWSKI
-----------------------------------------
Name: Larry Rutkowski
Title: PRESIDENT
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
------------------------------------------- President/Chief Executive Officer
Larry Rutkowski
*
------------------------------------------- Chief Financial Officer
Gerald G. Adams
*
------------------------------------------- Chairman
D. Ronald Daniel
*
------------------------------------------- Director
Timothy C. Collins
*
------------------------------------------- Director/Secretary
Charles L. Laurey
*
------------------------------------------- Director/Treasurer
Robert S. Lynch
*
------------------------------------------- Director
Martin E. Kenney, Jr.
*
------------------------------------------- Director
James N. Lane
*
------------------------------------------- Director
William F. Dawson, Jr.
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CHARLES L. LAUREY
--------------------------------------
Charles L. Laurey
ATTORNEY-IN-FACT
</TABLE>
S-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<S> <C> <C>
AGS INTERNATIONAL SALES, INC.,
By: /s/ LARRY RUTKOWSKI
-----------------------------------------
Name: Larry Rutkowski
Title: PRESIDENT
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
------------------------------------------- President/Chief Executive Officer
Larry Rutkowski
*
------------------------------------------- Chief Financial Officer
Gerald G. Adams
*
------------------------------------------- Chairman
D. Ronald Daniel
*
------------------------------------------- Director
Timothy C. Collins
*
------------------------------------------- Director/Secretary
Charles L. Laurey
*
------------------------------------------- Director/Treasurer
Robert S. Lynch
*
------------------------------------------- Director
Martin E. Kenney, Jr.
*
------------------------------------------- Director
James N. Lane
*
------------------------------------------- Director
William F. Dawson, Jr.
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CHARLES L. LAUREY
--------------------------------------
Charles L. Laurey
ATTORNEY-IN-FACT
</TABLE>
S-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<S> <C> <C>
WORLD ALMANAC EDUCATION GROUP, INC.,
By: /s/ ALFRED DE SETA
-----------------------------------------
Name: Alfred De Seta
Title: PRESIDENT
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
------------------------------------------- President
Alfred De Seta
*
------------------------------------------- Chief Financial Officer
Janice P. Bailey
*
------------------------------------------- Director
D. Ronald Daniel
*
------------------------------------------- Director
Timothy C. Collins
*
------------------------------------------- Director/Secretary
Charles L. Laurey
*
------------------------------------------- Director/Treasurer
Robert S. Lynch
*
------------------------------------------- Director
Martin E. Kenney, Jr.
*
------------------------------------------- Director
James N. Lane
*
------------------------------------------- Director
William F. Dawson, Jr.
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CHARLES L. LAUREY
--------------------------------------
Charles L. Laurey
ATTORNEY-IN-FACT
</TABLE>
S-7
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<S> <C> <C>
FUNK & WAGNALLS YEARBOOK CORP.,
By: /s/ ALFRED DE SETA
-----------------------------------------
Name: Alfred De Seta
Title: PRESIDENT
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
------------------------------------------- President
Alfred De Seta
*
------------------------------------------- Chief Financial Officer
Janice P. Bailey
*
------------------------------------------- Chairman
D. Ronald Daniel
*
------------------------------------------- Director
Timothy C. Collins
*
------------------------------------------- Director/Secretary
Charles L. Laurey
*
------------------------------------------- Director/Treasurer
Robert S. Lynch
*
------------------------------------------- Director/Executive Vice President
Martin E. Kenney, Jr.
*
------------------------------------------- Director
James N. Lane
*
------------------------------------------- Director
William F. Dawson, Jr.
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CHARLES L. LAUREY
--------------------------------------
Charles L. Laurey
ATTORNEY-IN-FACT
</TABLE>
S-8
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
STATE OF NEW YORK, ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<S> <C> <C>
GARETH STEVENS, INC.,
By: /s/ ALFRED DE SETA
-----------------------------------------
Name: Alfred De Seta
Title: PRESIDENT
</TABLE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 3RD DAY OF MARCH, 2000.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
*
------------------------------------------- President
Alfred De Seta
*
------------------------------------------- Chief Financial Officer
Janice P. Bailey
*
------------------------------------------- Director
Timothy C. Collins
*
------------------------------------------- Director/Secretary
Charles L. Laurey
*
------------------------------------------- Director/Treasurer
Robert S. Lynch
*
------------------------------------------- Director
Martin E. Kenney, Jr.
*
------------------------------------------- Director
James N. Lane
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CHARLES L. LAUREY
--------------------------------------
Charles L. Laurey
ATTORNEY-IN-FACT
</TABLE>
S-9
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<S> <C>
1.1 Purchase Agreement dated November 10, 1999 among WRC Media
Inc., Weekly Reader Corporation and CompassLearning, Inc.
2.1 Redemption, Stock Purchase and Recapitalization Agreement
dated August 13, 1999 among WRC Media Inc. and Primedia Inc.
3.1 Articles of Incorporation of WRC Media Inc.
3.2 Bylaws of WRC Media Inc.
3.3 Articles of Incorporation of Weekly Reader Corporation
3.4 Bylaws of Weekly Reader Corporation
3.5 Articles of Incorporation of CompassLearning, Inc.
3.6 Bylaws of CompassLearning, Inc.
3.7 Articles of Incorporation of Lifetime Learning Systems, Inc.
3.8 Bylaws of Lifetime Learning Systems, Inc.
3.9 Articles of Incorporation of American Guidance Service, Inc.
3.10 Bylaws of American Guidance Service, Inc.
3.11 Articles of Incorporation of AGS International Sales, Inc.
3.12 Bylaws of AGS International Sales, Inc.
3.13 Articles of Incorporation of World Almanac Education Group,
Inc.
3.14 Bylaws of World Almanac Education Group, Inc.
3.15 Articles of Incorporation of Funk & Wagnalls Yearbook Corp.
3.16 Bylaws of Funk & Wagnalls Yearbook Corp.
3.17 Articles of Incorporation of Gareth Stevens, Inc.
3.18 Bylaws of Gareth Stevens, Inc.
4.1 Indenture dated November 17, among WRC Media Inc., Weekly
Reader Corporation, CompassLearning, Inc. and Bankers Trust
Company
4.2 Registration Rights Agreement dated November 17, 1999 among
WRC Media Inc., Weekly Reader Corporation, CompassLearning,
Inc., Primedia Reference Inc., Funk & Wagnalls Yearbook
Corp., Lifetime Learning Systems, Inc., Gareth Stevens,
Inc., American Guidance Service, Inc. and AGS International
Sales, Inc.
4.3 Certificate of Designations, Preferences and Rights of 15%
Senior Preferred Stock due 2011 of WRC Media Inc.
4.4 WRC Media Inc. Preferred Stockholders Agreement dated
November 17, 1999 between WRC Media Inc., Weekly Reader
Corporation and CompassLearning, Inc. and the preferred
shareholders listed on the signature pages thereto
4.5 Form of Note
4.6 Certificate of Preferred Stock
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<S> <C>
5.1 Opinion of Cravath, Swaine & Moore regarding the legality of
the new notes and the new senior preferred stock
10.1 Note Agreement, dated as of July 13, 1999, among
CompassLearning, Inc. (as successor by merger to EAC I
Inc.), The Northwestern Mutual Life Insurance Company and
SGC Partners II L.L.C.
10.2 Stock Purchase Agreement, dated July 13, 1999, among
Software Systems Corp., Sylvan Learning Systems, Inc.,
Pyramid Ventures, Inc., GE Capital Equity Investments, Inc.
and CompassLearning, Inc. (as successor by merger to EAC I
Inc.)
10.3 Credit Agreement dated November 17, 1999 among Weekly Reader
Corporation, CompassLearning, Inc., WRC Media Inc., DLJ
Capital Funding, Inc., Bank of America, N.A. and General
Electric Capital Corporation
10.4 Security and Pledge Agreement dated November 17, 1999 among
Weekly Reader Corporation, CompassLearning, Inc., WRC Media
Inc., Primedia Reference Inc., American Guidance Service
Inc., Lifetime Learning Systems, Inc., AGS International
Sales, Inc., Funk & Wagnalls Yearbook Corp. and Gareth
Stevens, Inc.
10.5 Subsidiary Guaranty dated November 17, 1999 among Primedia
Reference Inc., American Guidance Service Inc., Lifetime
Learning Systems, Inc., AGS International Sales, Inc., Funk
& Wagnalls Yearbook Corp. and Gareth Stevens, Inc.
10.6 Stockholders Agreement dated November 17, 1999 among Weekly
Reader Corporation, CompassLearning, Inc., WRC Media Inc.,
EAC III L.L.C., Donaldson, Lufkin & Jenrette and Banc of
America Securities
10.7 Shareholders Agreement dated as of November 17, 1999 among
WRC Media, Weekly Reader Corporation and PRIMEDIA, Inc.
10.8 Employment Agreement dated as of the 17th day of November,
1999 among WRC Media Inc., EAC III L.L.C., CompassLearning,
Inc. and Martin E. Kenney, Jr.
10.9 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Terry Bromberg
10.10 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Peter Bergen
10.11 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Robert Jackson
10.12 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Kenneth Slivken
10.13 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Sandy Maccarone
10.14 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Thaddeus Kozlowski
10.15 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Eric Ecker
10.16 Employment Agreement dated as of the 17th day of November,
1999 among Weekly Reader Corporation and Lester Rackoff
10.17 Employment Agreement dated as of the 14th day of July, 1999
among CompassLearning, Inc. and Therese K. Crane
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<S> <C>
10.18 Employment Agreement dated as of the 14th day of July, 1999
among CompassLearning, Inc. and Joyce F. Russell
10.19 Employment Agreement dated as of the 17th day of November,
1999 among American Guidance Service Inc. and Larry
Rutkowski
10.20 Employment Agreement dated as of the 17th day of November,
1999 among American Guidance Service, Inc. and Gerald Adams
10.21 Employment Agreement dated as of the 17th day of November,
1999 among Primedia Reference Inc. and Al De Seta
10.22 Employment Agreement dated as of the 17th day of November,
1999 among Primedia Reference Inc. and Janice P. Bailey
10.23 Employment Agreement dated as of the 14th day of July, 1999
among CompassLearning, Inc. and Nancy Lockwood
10.24 Transitional Services Agreement dated as of November 17,
1999, among Primedia Inc., WRC Media Inc. and Weekly Reader
Corporation
10.25 Shareholder Agreement dated as of the 17th day of November,
1999 among EAC III L.L.C., Therese K. Crane and WRC Media
Inc.
10.26 Shareholder Agreement dated as of the 17th day of November,
1999 among EAC III L.L.C., Peter Bergen, Larry Rutkowski, Al
De Seta, Robert Jackson, Kenneth Slivken and WRC Media Inc.
10.27 Shareholder Agreement dated as of the 17th day of November,
1999 among EAC III L.L.C., Martin Kenney and WRC Media Inc.
10.28 Preferred Stock and Warrants Subscription Agreement dated
November 17 between WRC Media Inc., Weekly Reader
Corporation, CompassLearning, Inc. and the other signatories
thereto
12.1* Statement regarding Computation of Ratios of Earnings to
Fixed Charges
21.1 List of Subsidiaries of the Registrants
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Cravath, Swaine & Moore (included in its opinion
filed as Exhibit 5.1)
23.5 Consent of Simba Information Inc.
25.1 Statement of Eligibility of Bankers Trust Corporation under
the Trust Indenture Act of 1939, as amended, on Form T-1.
27.1 Financial Data Schedule
99.1 Letter of Transmittal for Tender of 15% Senior Preferred
Stock Due 2011 of WRC Media Inc.
99.2 Letter of Transmittal for Tender of 12 3/4% Senior
Subordinated Notes Due 2009 of WRC Media Inc., Weekly Reader
Corporation, and CompassLearning, Inc.
99.3 Notice of Guaranteed Delivery for Tender of 12 3/4% Senior
Subordinated Notes Due 2009 of WRC Media Inc., Weekly Reader
Corporation, and CompassLearning, Inc.
99.4 Notice of Guaranteed Delivery for Tender of 15% Senior
Preferred Stock Due 2011 of WRC Media Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- --------------------- -----------------------
<S> <C>
99.5 Notice of Withdrawal of Tender of 12 3/4% Senior
Subordinated Notes Due 2009 of WRC Media Inc., Weekly Reader
Corporation, and CompassLearning, Inc.
99.6 Notice of Withdrawal of Tender of 15% Senior Preferred Stock
Due 2011 of WRC Media Inc.
99.7 Form of Letter to Securities Dealers, Commercial Banks,
Trust Companies and other Nominees for Tender of all
Outstanding 12 3/4% Senior Subordinated Notes Due 2009 of
WRC Media Inc., Weekly Reader Corporation and
CompassLearning, Inc.
99.8 Form of Letter to Securities Dealers, Commercial Banks,
Trust Companies and other Nominees for Tender of all
Outstanding 15% Senior Preferred Stock Due 2011 of WRC Media
Inc.
99.9 Form of Letter to Clients for 12 3/4% Senior Subordinated
Notes Due 2009 of WRC Media Inc.
99.10 Form of Letter to Clients for 15% Senior Preferred Stock Due
2011 of WRC Media Inc.
99.11 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form 99
</TABLE>
- ------------------------
* Filed herewith.
<PAGE>
EXHIBIT 12.1
STATEMENT REGARDING COMPUTATION OF RATIOS
<TABLE>
<CAPTION>
Nine Months
Sept. 99 Dec. 98
---------- ----------
<S> <C> <C>
PROFORMA
Fixed Charges:
Interest expensed & capitalized 24,882 34,899
Amortization of Deferred Financing Fee 154 184
Amortization of Debt Discount 251 298
Estimate of Interest in rental expense 1,388 1,616
---------- ----------
26,675 36,997
---------- ----------
---------- ----------
Preferred Dividends (0% effective tax rate) 10,834 12,803
Earnings:
Pretax income from continuing operations (30,571) (38,386)
Add Back: Fixed charges 26,675 38,997
---------- ----------
(3,896) (1,389)
---------- ----------
---------- ----------
Earnings to Fixed Charges (0.1460) (0.0376)
Deficiency (30,571) (38,386)
---------- ----------
---------- ----------
</TABLE>
<TABLE>
<CAPTION>
Nine Months
WEEKLY READER Sept. 99 Dec. 98 Dec. 97 Dec. 96 Dec. 95 Dec.94
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest expensed & capitalized 10,133 9,232 8,968 5,851 6,134 6,262
Amortization of Deferred Financing Fees 154 184 663 983 268 236
-------- ------- ------- ------ ------- -------
10,287 9,416 7,631 7,184 6,402 6,498
Earnings:
Pretax income from continuing operations
before minority interest 1,330 5,807 4,005 (2,863) 43 (1,708)
Fixed charges 10,287 9,416 7,631 7,184 6,402 6,498
-------- ------- ------- ------ ------- -------
11,617 15,223 11,638 4,321 6,445 4,790
Earnings to Fixed Charges 1.13 1.62 1.52 0.60 1.01 0.74
Surplus (Deficiency) 1,330 5,807 4,005 (2,863) 43 (1,708)
-------- ------- ------- ------ ------- -------
-------- ------- ------- ------ ------- -------
</TABLE>
<TABLE>
<CAPTION>
Pre-
Predecessor
Successor Predecessor 6/30 - 7/6/94-
WRC MEDIA INC. & SUBSIDIARY 7/14- 1/1-7/13/99 1998 1997 1996 12/31/95 6/29/95
(COMPASSLEARNING) 9/30/99
<S> <C> <C> <C> <C> <C> <C> <C>
Fixed Charges:
Interest expensed & capitalized 729 2,649 4,286 5,013 4,590 3,902 --
Amortization of Deferred Financing Fee 185 205 286 1,322 365 183 --
Amortization of Debt Discount -- -- -- 980 270 10 --
Estimated of interest in rental expense 236 489 1,010 1,442 1,268 655 1,794
-------- -------- ------- -------- -------- -------- --------
1,150 3,343 5,582 8,757 6,493 4,750 1,794
Earnings:
Pretax income from continuing operations
before minority interest (10,296) (778) (7,773) (56,204) (22,279) (21,273) (12,399)
Fixed charges 1,150 3,343 5,582 8,757 6,493 4,750 1,794
-------- -------- ------- -------- -------- -------- --------
(9,146) 2,585 (2,191) (47,447) (15,786) (16,523) (10,605)
Earnings to Fixed Charges (7.95) 0.77 (0.39) (5.42) (2.43) (3.48) (5.91)
Deficiency (10,296) (778) (7,773) (56,204) (22,279) (21,273) (12,399)
-------- -------- ------- -------- -------- -------- --------
-------- -------- ------- -------- -------- -------- --------
</TABLE>
<TABLE>
<CAPTION>
Year Ended June 30,
AMERICAN GUIDANCE SERVICES 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Fixed Charges:
Interest expensed & capitalized 159 229 372 540 688
------ ------- ------ ------ ------
159 229 372 540 688
Earnings:
Pretax income from continuing operations
before minority interest 7,244 3,033 1,335 972 (6,445)
Fixed charges 159 229 372 540 688
------ ------- ------ ------ ------
7,403 3,262 1,707 1,512 (5,757)
Earnings to Fixed Charges 46.56 14.24 4.59 2.80 (8.37)
Surplus (Deficiency) 7,244 3,033 1,335 972 (6,445)
------ ------- ------ ------ ------
------ ------- ------ ------ ------
</TABLE>
