SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 31, 1998
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The Learning Company, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-12375 94-2562108
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(Commission File Number) (I.R.S. Employer Identification No.)
One Athenaeum Street
Cambridge, MA 02142
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(Address of Principal Executive Offices) (Zip Code)
(617) 494-1200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On September 10, 1998, The Learning Company, Inc. ("TLC" or the
"Registrant") filed with the Securities and Exchange Commission (the
"Commission") as part of a Current Report on Form 8-K dated August 31, 1998,
certain financial statements relating to the acquisition of Broderbund
Software, Inc. ("Broderbund"). TLC is filing this Amendment No. 1 to Current
Report on Form 8-K/A in order to include additional financial information
under Item 7 herein. A copy of the Supplemental Consolidated Financial
Statements of TLC and the Unaudited Supplemental Consolidated Financial
Information have been filed with this Amendment No. 1 to Current Report on
Form 8-K/A as Exhibit 99.4 and Exhibit 99.5, respectively, and are
incorporated herein by reference.
Item 7 of the Current Report on Form 8-K, as originally filed on
September 10, 1998, is hereby amended and restated in its entirety as follows:
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of Broderbund set forth at (i) pages 26
through 42 of Broderbund's Annual Report Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), on
Form 10-K for the fiscal year ended August 31, 1997 filed with the Commission
on November 26, 1997, and (ii) pages 3 through 7 of Broderbund's Quarterly
Report Pursuant to Section 13 or 15(d) of the Exchange Act on Form 10-Q for
the quarterly period ended May 31, 1998 filed with the Commission on July 14,
1998, are hereby incorporated by reference herein and filed as Exhibit 99.1
hereto pursuant to Rule 12b-23(a)(3) of the Exchange Act.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Combined Condensed Financial Statements of
TLC and Broderbund set forth at pages 74 through 84 of the Joint Proxy
Statement/Prospectus dated July 31, 1998 (the "Proxy Statement/Prospectus")
filed as part of TLC's Registration Statement on Form S-4 (File No.
333-59089), which Proxy Statement/Prospectus was filed with the Commission on
July 31, 1998, are hereby incorporated by reference herein and filed as
Exhibit 99.2 hereto pursuant to Rule 12b-23(a)(3) of the Exchange Act.
(c) Exhibits.
See Exhibit Index attached hereto.
(d) Supplemental Consolidated Financial Statements of TLC
The supplemental consolidated balance sheets of TLC for the years ended
January 3, 1998 and January 4, 1997 and the related supplemental consolidated
statements of operations, stockholders' equity and cash flows for each of the
three TLC fiscal years in the period ended January 3, 1998 are hereby
incorporated by reference herein and filed as Exhibit 99.4 hereto.
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(e) Unaudited Supplemental Consolidated Financial Information of
TLC
Certain unaudited supplemental consolidated financial information for
the six quarters ended June 30, 1998, for the fiscal year ended January 3, 1998
and for the nine months ended September 30, 1997 are hereby incorporated by
reference herein and filed as Exhibit 99.5 hereto.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 4, 1998 THE LEARNING COMPANY, INC.
(Registrant)
By: /s/ Neal S. Winneg
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Neal S. Winneg
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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2.1* ............ Agreement and Plan of Merger dated as of June 21, 1998 by and
among TLC, TLC Merger Corp. and Broderbund.
23.1* ........... Consent of Ernst & Young LLP.
23.2 ............ Consent of PricewaterhouseCoopers LLP.
99.1* ........... Financial Statements of Broderbund.
99.2* ........... Unaudited Pro Forma Combined Condensed Financial Statements of
TLC and Broderbund.
99.3* ........... Press Release dated August 31, 1998.
99.4 ............ Supplemental Consolidated Financial Statements of TLC.
99.5 ............ Unaudited Supplemental Consolidated Financial Information of
TLC.
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* Previously filed.
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