-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HfYJYR2Td0SAKa7TJWq1di/jIQm/c5QG8x4udXnLp6/BSb20bwiC4GxE4oDBc/TU OMUgD28lkn4wt8HYeVBbwg== 0000950172-96-000171.txt : 19960411 0000950172-96-000171.hdr.sgml : 19960411 ACCESSION NUMBER: 0000950172-96-000171 CONFORMED SUBMISSION TYPE: T-3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960410 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOFTKEY INTERNATIONAL INC CENTRAL INDEX KEY: 0000719612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942562108 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3 SEC ACT: 1939 Act SEC FILE NUMBER: 022-22225 FILM NUMBER: 96545938 BUSINESS ADDRESS: STREET 1: ONE ATHENAEUM ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174941200 MAIL ADDRESS: STREET 1: ONE ATHENAEUM ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: WORDSTAR INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MICROPRO INTERNATIONAL CORP DATE OF NAME CHANGE: 19890618 T-3 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. _________________________________________ FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 SOFTKEY INTERNATIONAL INC. (name of applicant) One Athenaeum Street, Cambridge, Massachusetts 02142 (Address of principal executive offices) SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED TITLE OF CLASS AMOUNT 51/2% Senior Convertible/Exchangeable Notes Due 2000 $150,000,000 Approximate date of proposed public offering: April 19, 1996 Name and address of agent for service: Neal S. Winneg Vice President and General Counsel SoftKey International Inc. One Athenaeum Street Cambridge, Massachusetts 02142 THE APPLICANT HEREBY AMENDS THIS APPLICATION FOR QUALIFICATION ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS UNTIL (I) THE 20TH DAY AFTER THE FILING OF A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT IT SHALL SUPERSEDE THIS AMENDMENT, OR (II) SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 307(C) OF THE ACT, MAY DETERMINE UPON THE WRITTEN REQUEST OF THE APPLICANT. 1. General Information. a. Form of organization: SoftKey International Inc. (the "Company") is a corporation. b. State or other sovereign power under the laws of which organized: Delaware. 2. Securities Act Exemption. The 51/2% Senior Convertible/Exchangeable Notes due 2000 of the Company (the "Notes" and, together with the 51/2% Series C Convertible Preferred Stock, par value $.01 per share, of the Company issuable upon exchange thereof (the "Series C Preferred Stock") and the shares of common stock, par value $.01 per share, of the Company issuable upon conversion of either the Notes or the Series C Preferred Stock, the "Securities") were issued pursuant to the terms of a Securities Purchase Agreement dated as of November 30, 1995 between the Company and Tribune Company ("Tribune"), a Delaware corporation (the "Purchase Agreement"), under the Indenture dated as of December 22, 1995 (the "Indenture") between the Company and State Street Bank and Trust Company (the "Trustee"). The Notes were offered and sold to Tribune pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). Tribune, as purchaser of the Notes is deemed to have understood, acknowledged, represented to, and agreed with the Company that, among other things, if it should resell or transfer the Notes prior to the date that is three years after the later of the date of original issuance of the Securities and the last date on which the Company or any "affiliate" (as defined in Rule 144 of the Securities Act) of the Company was the owner of such Notes, it will give prior written notice to the Company of the proposed transfer and the intention to effect such transfer, which notice shall be accompanied by either (a) a written opinion of legal counsel addressed to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act or (b) a "no action" letter from the Securities and Exchange Commission (the "Commission") to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon, in each case, Tribune shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by Tribune to the Company, pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or pursuant to a registration statement which has been declared effective under the Securities Act; and it will give each person to whom it transfers such Securities notice of any restrictions on transfer of such Securities. At the time of sale of the Notes, the Company and Tribune entered into a Securities Resale Registration Rights Agreement (the "Registration Rights Agreement") under which the Company agreed to use its best efforts to file or cause to be filed a registration statement with respect to the offer and resale of the Notes by the holders thereof. In accordance with the Registration Rights Agreement, the Company has prepared and filed with the Securities and Exchange Commission a Registration Statement on Form S-3 relating to the offer and sale of the Notes by certain holders thereof. The Company will not receive any proceeds from such offering. 3. Affiliates. The following persons are "affiliates" of the Company, as such term is defined in Rule 0-2(f) under the Trust Indenture Act of 1939, as amended: Affiliate (jurisdiction of incorporation) Basis of Control Aris Multimedia Entertainment, Wholly owned subsidiary Inc. (California) Compact Publishing, Inc. Wholly owned subsidiary (Maryland) Software Marketing Corporation Wholly owned subsidiary (Arizona) SoftKey Multimedia Inc. Wholly owned subsidiary (Massachusetts) SoftKey International (U.K.) Wholly owned subsidiary Limited (England) SoftKey International GmbH Wholly owned subsidiary (Germany) SoftKey International (Ireland) Wholly owned subsidiary Ltd. (Ireland) SoftKey International K.K. Wholly owned subsidiary (Japan) SoftKey Inc. (Minnesota) Wholly owned subsidiary Power Up Software Corporation Wholly owned subsidiary of (Delaware) SoftKey Inc. SoftKey Holdings Corporation Wholly owned subsidiary (Ontario) SoftKey Software Products Inc. Wholly owned subsidiary of (Ontario) SoftKey Holdings Corporation SoftKey Products International Wholly owned subsidiary of Inc. (Delaware) SoftKey Software Products Inc. SoftKey Holding GmbH (Germany) Wholly owned subsidiary tewi Verlag GmbH (Germany) Wholly owned subsidiary of SoftKey Holding GmbH Personal Soft S.A. (France) Wholly owned subsidiary of SoftKey Holding GmbH Future Vision Holding, Inc. Wholly owned subsidiary (Delaware) Future Vision Multimedia Inc. Wholly owned subsidiary of (New York) Future Vision Holding, Inc. Multimedia Products Corporation Wholly owned subsidiary of (New York) Future Vision Holding, Inc. Superstudio Ltd. (Israel) Wholly owned subsidiary of Future Vision Holding, Inc. The Learning Company (Delaware) Wholly owned subsidiary HyperGlot Software Company, Inc. Wholly owned subsidiary of The (Tennessee) Learning Company Compton's Learning Company Wholly owned subsidiary (Delaware) Compton's NewMedia, Inc. Wholly owned subsidiary (California) SchoolCo Inc. (Minnesota) Wholly owned subsidiary MANAGEMENT AND CONTROL 4. Directors and Executive Officers. Name Address Office(s) Michael J. Perik SoftKey International Inc. Chairman of the Board One Athenaeum Street of Directors and Chief Cambridge, MA 02142 Executive Officer Kevin O'Leary SoftKey International Inc. President and Director One Athenaeum Street Cambridge, MA 02142 Robert Gagnon SoftKey International Inc. Executive Vice One Athenaeum Street President of SoftKey Cambridge, MA 02142 Software Products Inc. and Director David E. Patrick SoftKey International Inc. Executive Vice One Athenaeum Street President, Worldwide Cambridge, MA 02142 Sales Edward J. Sattizahn SoftKey International Inc. Executive Vice One Athenaeum Street President, Marketing Cambridge, MA 02142 R. Scott Murray SoftKey International Inc. Chief Financial One Athenaeum Street Officer Cambridge, MA 02142 Les Schmidt SoftKey International Inc. Chief Operating One Athenaeum Street Officer Cambridge, MA 02142 Neal S. Winneg SoftKey International Inc. Vice President, One Athenaeum Street General Counsel and Cambridge, MA 02142 Secretary Michael A. Bell Monitor Company, Inc. Director 25 First Street, 2nd Floor Cambridge, MA 02142 James C. Dowdle Tribune Company Director 435 North Michigan Avenue Chicago, IL 60611 Robert Rubinoff Inglewood Holdings Director 162 Cumberland Street Suite 302 Ontario, Canada M5R 1A8 Scott M. Sperling Thomas H. Lee Company Director 75 State Street Suite 2600 Boston, MA 02109 5. Principal owners of voting securities. As of March 1, 1996: Percentage of Voting Name and Complete Title of Securities Mailing Address Class Owned Amount Owned Owned Putnam Investments, Inc. Common 3,723,210 11.6% One Post Office Square Stock shares(1) Boston, MA 02109 Tribune Company Common 7,882,885 22.8% 435 North Michigan Avenue Stock shares(2) Chicago, IL 60611 (1) Based upon information contained in a Schedule 13G dated February 12, 1996 filed jointly with the Securities and Exchange Commission by Putnam Investments, Inc. ("Putnam"), on behalf of itself and Marsh & McLennan Companies, Inc., Putnam Investment Management, Inc. and The Putnam Advisory Company, Inc., Putnam has shared voting power with respect to 254,604 shares and shared dispositive power with respect to 3,723,210 shares. Assumes 31,653,774 shares outstanding. (2) Based upon information contained in Amendment No. 1 to Schedule 13D dated January 8, 1996 filed with the SEC by Tribune Company. Includes 2,830,188 shares issuable to Tribune Company upon conversion of the Notes. UNDERWRITERS 6. Underwriters. a. The following table sets forth information concerning each person who, within three years prior to the date of filing this Application on Form T-3, acted as an underwriter of any securities of the Company which are currently outstanding. Class of Securities of the Underwriter Company underwritten Adams, Harkness & Hill, Inc. Common Stock, par value $.01 per share CS First Boston Corporation Common Stock, par value $.01 per share Montgomery Securities Common Stock, par value $.01 per share CAPITAL SECURITIES 7. Capitalization. a. As of April 6, 1996, the authorized and outstanding amounts of classes of securities of the Company were as follows: Title of Class Amount Authorized Amount Outstanding Common Stock, par 60,000,000 shares 32,145,964 shares value $.01 per share(1) Preferred Stock, par 5,000,000 shares 0 shares value $.01 per share(2) Special Voting Stock, 1 share 1 share par value $1.00 per share(3) 51/2% Senior $350,000,000 $350,000,000 Convertible Notes Due principal amount principal amount 2000 51/2% Senior Con- $150,000,000 $150,000,000 vertible/Exchangeable principal amount principal amount Notes Due 2000 _____________ (1) As of April 6, 1996, the Company had reserved 1,595,308 shares of Common Stock for issuance upon exchange of Exchangeable Shares (as hereinafter defined), approximately 10,370,000 shares of Common Stock for issuance upon exercise of stock options under SoftKey's stock option plans, 9,433,963 shares of Common Stock for issuance upon conversion of the Notes and the Company's 51/2% Senior Convertible Notes Due 2000 and 158,800 shares of Common Stock for issuance upon exercise of certain warrants issued by SoftKey. (2) 1,700,000 shares are available for issuance, 150,000 of which have been designated as 51/2% Series C Convertible Preferred Stock and are reserved for issuance upon exchange of the Company's 51/2% Senior Convertible/Exchangeable Notes Due 2000. (3) As of April 6, 1996, entitled the Special Voting Share Trustee (as hereinafter defined) to 1,595,308 votes, one for each then outstanding Exchangeable Share. b. Voting Rights of each class of securities of the Company. (1) Common Stock. Holders of Common Stock are entitled to one vote per share, in person or by proxy, upon all matters presented to the holders of Common Stock. (2) 51/2% Series C Convertible Preferred Stock. Each share of 51/2% Series C Convertible Preferred Stock (the "Series C Preferred Stock") entitles the holder thereof to vote on all matters voted on by holders of Common Stock, voting together with the holders of Common Stock as a single class. With respect to any such vote, each share of Series C Preferred Stock shall entitle the holder thereof to cast the number of votes equal to the number of votes which could be cast in such vote by a holder of the shares of common stock of the Company into which such share of Series C Preferred Stock is convertible on the record date for such vote. The affirmative vote of the holders of at least 66-2/3% of the outstanding shares of Series C Preferred Stock is necessary for certain actions that would affect the Series C Preferred Stock, including, but not limited to, changing the number of authorized shares of Series C Preferred Stock, increasing or decreasing the par value of such shares, or altering the powers, preferences and rights of such shares so as to affect them adversely. If on any date dividends payable on the Series C Preferred Stock shall have been in arrears and not paid in full for three semi-annual periods, whether or not consecutive, the number of directors constituting the Board of Directors of the Company shall be increased by two and the holders of shares of Series C Preferred Stock shall have the right, voting separately as a single class (or as a class with the holders of shares of capital stock ranking on a parity with ("Parity Stock"), if such holders are similarly entitled to elect additional directors), to elect directors to fill such newly created directorships. Such additional directors shall continue as directors until such time as all dividends accumulated on the Series C Preferred Stock (and on the Parity Stock, if applicable) have been paid in full or all necessary funds have been set aside for payment. At each meeting of stockholders at which the holders of shares of Series C Preferred Stock shall have the right to take any action, the presence in person or by proxy of the holders of record of one-third of the total number of shares of Series C Preferred Stock then outstanding and entitled to vote shall be necessary to constitute a quorum. (3) Special Voting Share. The Company's sole authorized and outstanding Special Voting Share is held of record by The R-M Trust Company, as Trustee (the "Special Voting Share Trustee"), under a Voting and Exchange Trust Agreement pursuant to which each holder of Exchangeable Non-Voting Shares of SoftKey Software Products Inc. (the "Exchangeable Shares"), other than the Company or any entity controlled by the Company (a "Controlled Entity"), is entitled to instruct the Special Voting Share Trustee to exercise one of the votes attached to the Special Voting Share for each Exchangeable Share held by such holder. Except as otherwise required by law or the Company's Restated Certificate of Incorporation, as amended, the holder of record of the Special Voting Share will have a number of votes equal to the number of Exchangeable Shares outstanding from time to time not owned by the Company or any Controlled Entity. The holders of shares of the Common Stock and the Special Voting Share vote together as a single class on all matters, except as may be required by applicable law. The holder of the Special Voting Share is not entitled to receive dividends. In the event of any liquidation, dissolution or winding-up of the Company, the holder of the Special Voting Share will not be entitled to receive any assets of the Company available for distribution to its stockholders. At such time as the Special Voting Share has no votes attached to it because there are no Exchangeable Shares outstanding not owned by the Company or a Controlled Entity, and there are no shares of stock, debt, options or other agreements of the Company which could give rise to the issuance of any Exchangeable Shares to any person (other than the Company or a Controlled Entity), the Special Voting Share will be cancelled. The Exchangeable Shares were originally issued to certain holders of common shares of SoftKey Software Products Inc. ("Former SoftKey"), which was merged into the Company in a three-way business combination transaction among the Company (which was then known as WordStar International Incorporated), Former SoftKey and Spinnaker Software Corporation. All Exchangeable Shares not exchanged for an equivalent number of shares of Common Stock by February 4, 2005 (the "Redemption Date") will be redeemed by SoftKey Software Products Inc., an Ontario corporation and a subsidiary of the Company ("SoftKey Software"), for a price per share equal to the current market price of a share of Common Stock (which shall be paid in Common Stock) plus a cash amount equivalent to the full amount of all unpaid dividends thereon, and the Special Voting Share will thereupon be cancelled. The Board of Directors of SoftKey Software may extend the Redemption Date or, if at any time there are less than 50,000 outstanding Exchangeable Shares (other than Exchangeable Shares held by the Company or any Controlled Entity, subject to adjustment to reflect permitted changes to the Exchangeable Shares), accelerate the Redemption Date. INDENTURE SECURITIES 8. Analysis of indenture provisions The following summaries of certain provisions of the Notes and the Indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and all the provisions of the Notes and the Indenture, including the definitions therein of certain terms which are not otherwise defined in this Application on Form T-3 and those terms made a part of the Indenture by reference to the Trust Indenture Act. Wherever particular provisions or defined terms of the Indenture (or of the form of Notes which is a part thereof) are referred to, such provisions or defined terms are incorporated herein by reference. As used in this item 8, the "Company" refers to SoftKey International Inc. and does not, unless the context otherwise indicates, include its subsidiaries. a. Events of Default and Remedies. An Event of Default is defined in the Indenture as being: default in payment of the principal of or premium, if any, on the Notes; default for 30 days in payment of any installment of interest on the Notes; default by the Company for 90 days after notice in the observance or performance of any other covenants in the Indenture; or certain events involving bankruptcy, insolvency or reorganization of the Company. The Indenture provides that the Trustee may withhold notice to the holders of Notes of any default (except in payment of principal, premium, if any, or interest with respect to the Notes) if the Trustee considers it in the interest of the holders of the Notes to do so. The Indenture provides that if any Event of Default shall have occurred and be continuing, the Trustee or the holders of not less than 25% in principal amount of the Notes then outstanding may declare the principal of and premium, if any, on the Notes to be due and payable immediately, but if the Company shall cure all defaults (except the nonpayment of interest on, premium, if any, and principal of any Notes which shall have become due by acceleration) and certain other conditions are met, such declaration may be cancelled, and past defaults may be waived by the holders of a majority in principal amount of Notes then outstanding. The holders of a majority in principal amount of the Notes then outstanding shall have the right to direct the time, method and place of conducting any proceedings for any remedy available to the Trustee, subject to certain limitations specified in the Indenture. b. Authentication and Delivery; Application of Proceeds. The Notes are executed in the name and on behalf of the Company by the signature of its Chief Executive Officer, President or its Chief Financial Officer and attested by the signature of its Secretary or any of its Assistant Secretaries. Signatures of such persons may be manual or by facsimile. The Notes bear a certificate of authentication manually executed by the Trustee. The Company will not receive any proceeds from the offering of the Notes by certain selling holders thereof. c. Release and Substitution of Property Subject to the Lien of the Indenture. Not Applicable. d. Satisfaction and Discharge; Defeasance. The Indenture will cease to be of further effect as to all outstanding Notes (except, among other things, as to (i) rights of registration of transfer and exchange; (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Notes; (iii) rights of holders of the Notes to receive payments of principal of and interest on the Notes; (iv) rights, obligations and immunities of the Trustee under the Indenture; and (v) rights of the holders of the Notes as beneficiaries of the Indenture with respect to the property so deposited with the Trustee payable to all or any of them), if (A) the Company will have paid or caused to be paid the principal of and interest on the Notes and all other amounts payable under the Indenture, all outstanding Notes (except lost, stolen or destroyed Notes which have been replaced or paid) have been delivered to the Trustee for cancellation and the Company has delivered to the Trustee an Officers' Certificate stating that all conditions relating to such defeasance have been satisfied or (B)(w) the Notes not previously delivered to the Trustee for cancellation will have become due and payable or are by their terms to become due and payable within one year or are to be called for redemption under arrangements satisfactory to the Trustee upon delivery of notice, (x) the Company will have irrevocably deposited with the Trustee, as trust funds, cash, in an amount sufficient to pay principal of and interest on the outstanding Notes, to maturity or redemption, as the case may be, (y) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company is a party or by which it is bound and (z) the Company has delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions related to such defeasance have been complied with. The Indenture will also cease to be in effect (except, among other things, as described in clauses (i) through (v) in the immediately preceding paragraph) and the indebtedness on all outstanding Notes will be discharged on the 123rd day after the irrevocable deposit by the Company with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes, of cash, U.S. Government Obligations (as defined in the Indenture) or a combination thereof, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and interest on the Notes then outstanding in accordance with the terms of the Indenture and the Notes ("legal defeasance"). Such legal defeasance may only be effected if (i) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company is party or by which it is bound; (ii) the Company has delivered to the Trustee an opinion of counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, based thereon, the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge by the Company and will be subject to federal income tax in the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (iii) the Company has delivered to the Trustee an opinion of counsel to the effect that after the 123rd day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (iv) the Company has delivered to the Trustee an Officers' Certificate and an opinion of counsel stating that all conditions related to the defeasance have been complied with. The Company may also be released from its obligations under certain covenants of the Indenture relating to a Change of Control (Section 3.5 of the Indenture) or a merger, consolidation and sale of assets (Article XII of the Indenture) with respect to the Notes outstanding on the 123rd day after the irrevocable deposit by the Company with the Trustee, in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes, cash, U.S. Government Obligations or a combination thereof, in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and interest on the Notes then outstanding in accordance with the terms of the Indenture and the Notes ("covenant defeasance"). Such covenant defeasance may only be effected if (i) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company is a party or by which it is bound; (ii) the Company has delivered to the Trustee an opinion of counsel to the effect that the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance by the Company and will be subject to federal income tax in the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; (iii) the Company has delivered to the Trustee an opinion of counsel to the effect that after the 123rd day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; and (iv) the Company has delivered to the Trustee an Officers' Certificate and an opinion of counsel stating that all conditions related to the covenant defeasance have been complied with. Following such covenant defeasance, the Company will no longer be required to comply with and will have no obligation to repurchase the Notes pursuant to the provisions described under the Change of Control provisions of the Indenture. e. Evidence as to compliance. Pursuant to the Indenture, the Company shall (i) file with the Trustee copies of annual reports and of the information, documents and other reports which the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, (ii) file with the Trustee and the Commission such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants set forth in the Indenture, (iii) transmit to holders of the Notes to the extent required by Section 313(c) of the Trust Indenture Act such summaries of any information required to be filed pursuant to (i) or (ii) above as may be required by the rules and regulations of the Commission and (iv) furnish to the Trustee, not less often than annually, a brief certificate from the Company as to the Company's compliance with all conditions and covenants under the Indenture. 9. Other Obligors. There are no obligors upon any indenture securities other than the Company. Contents of application for qualification. This application for qualification comprises: a. Pages numbered 1 to 16, consecutively; b. The statement of eligibility and qualification of State Street Bank and Trust Company, the trustee under the Indenture to be qualified1; and c. The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee: Exhibit T3A: Restated Certificate of Incorporation, as amended, of the Company2 Exhibit T3B: Bylaws of the Company, as amended3 Exhibit T3C: Indenture dated as of November 30, 1995 by and between the Company and the Trustee1 Exhibit T3D: Not applicable. Exhibit T3E: Prospectus relating to the offering by the selling holder of, among other things, $150,000,000 aggregate principal amount of the Company's 51/2% Senior Convertible/ Exchangeable Notes Due 2000, the Series C Preferred Stock issuable upon exchange thereof and the shares of the Company's common stock issuable upon conversion of the Notes and the Series C Preferred Stock1 Exhibit T3F: Cross reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act of 1939, as amended. ____________ 1 Incorporated by reference to exhibits filed with the Company's Registration Statement on Form S-3 (Reg. No. 333-02385) filed April 9, 1996. 2 Incorporated by reference to exhibits filed with the Company's Annual Report on Form 10-K for the year ended January 6, 1996. 3 Incorporated by reference to exhibits filed with the Company's Registration Statement on Form S-3 (Reg. No. 33-88728) filed January 23, 1995. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, SoftKey International Inc., a corporation organized and existing under the laws of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Cambridge and Commonwealth of Massachusetts, on this 10th day of April, 1996. SOFTKEY INTERNATIONAL INC. By: /s/ Neal S. Winneg Name: Neal S. Winneg Title: Vice President Attest: /s/ David L. McEvoy Name: David L. McEvoy Title: Assistant Secretary EX-99 2 EXHIBIT T3F EXHIBIT T3F CROSS-REFERENCE TABLE Trust Indenture Indenture Act Section Section SECTION 310(a)(1) . . . . . . . . . . . . . . . 8.9 (a)(2) . . . . . . . . . . . . . . . . . . 8.9 (a)(3) . . . . . . . . . . . . . . . . . . N.A. (a)(4) . . . . . . . . . . . . . . . . . . N.A. (a)(5) . . . . . . . . . . . . . . . . . . 16.8 (b) . . . . . . . . . . . . . . . . . . 7.1, 8.8, 8.9, 8.10, 16.3 (c) . . . . . . . . . . . . . . . . . . N.A. SECTION 311(a) . . . . . . . . . . . . . . . . 8.13 (b) . . . . . . . . . . . . . . . . . . 8.13 (c) . . . . . . . . . . . . . . . . . . N.A. SECTION 312(a) . . . . . . . . . . . . . . . . 6.1 (b) . . . . . . . . . . . . . . . . . . 16.8 (c) . . . . . . . . . . . . . . . . . . N.A. SECTION 313(a) . . . . . . . . . . . . . . . . 16.8 (b) . . . . . . . . . . . . . . . . . . 16.8 (c) . . . . . . . . . . . . . . . . . . 6.2, 16.3 (d) . . . . . . . . . . . . . . . . . . N.A. SECTION 314(a) . . . . . . . . . . . . . . . . 16.5 (b) . . . . . . . . . . . . . . . . . . 16.5 (c)(1) . . . . . . . . . . . . . . . . . . 16.5 (c)(2) . . . . . . . . . . . . . . . . . . N.A. (c)(3) . . . . . . . . . . . . . . . . . . 16.5 (d) . . . . . . . . . . . . . . . . . . N.A. (e) . . . . . . . . . . . . . . . . . . 16.5 (f) . . . . . . . . . . . . . . . . . . N.A. SECTION 315(a) . . . . . . . . . . . . . . . . 8.1, 8.2 (b) . . . . . . . . . . . . . . . . . . 16.8 (c) . . . . . . . . . . . . . . . . . . 8.1 (d) . . . . . . . . . . . . . . . . . . 8.1 (e) . . . . . . . . . . . . . . . . . . 7.9 SECTION 316(a) . . . . . . . . . . . . . . . . 16.8 (a)(1)(A) . . . . . . . . . . . . . . . . 7.7 (a)(1)(B) . . . . . . . . . . . . . . . . 7.7 (a)(2) . . . . . . . . . . . . . . . . . . 7.7 (b) . . . . . . . . . . . . . . . . . . 16.9 (c) . . . . . . . . . . . . . . . . . . 10.2 SECTION 317(a)(1) . . . . . . . . . . . . . . . 7.2 (a)(2) . . . . . . . . . . . . . . . . . . 7.2 (b) . . . . . . . . . . . . . . . . . . 5.4 SECTION 318(a) . . . . . . . . . . . . . . . . N.A. N.A. means Not Applicable. Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture. -----END PRIVACY-ENHANCED MESSAGE-----