<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System Filed Pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934 and Rules 13a-17
or 15d-17 thereunder
CBT GROUP PLC
(Exact Name of Issuer as Specified in Charter)
2(B) Clonskeagh Square
Dublin 14
Ireland
(Address of Principal Executive Office)
(011) 353-1-283-0077
(Issuer's Telephone Number, Including Area Code)
<PAGE>
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
1. Title of security: American Depositary Shares
Representing Ordinary Shares
2. Number of shares outstanding
before the change: 8,610,835
3. Number of shares outstanding
after the change: 17,221,670
4. Effective date of change: May 15, 1996
5. Method of change: ADS Split
Brief description of transaction:
A two-for-one split of CBT's American Depositary Shares (ADSs). Each
ADS will represent one-half of one CBT Ordinary Share, whereby each holder of
ADSs will receive two ADSs for each one currently held.
American Depositary Receipts (ADRs) reflecting the additional ADSs will
be distributed on May 20, 1996 to holders of record on May 15, 1996.
II. CHANGE IN NAME OF ISSUER
Not applicable.
Date: May 20, 1996
/s/ Gregory M. Priest
----------------------------------
Gregory M. Priest
Vice President, Finance and
Chief Financial Officer