Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: TUESDAY, October 31, 1995                   TAG: 9510310110
SECTION: BUSINESS                    PAGE: B-6   EDITION: METRO 
SOURCE: The New York Times
DATELINE:                                 LENGTH: Medium

SOFTKEY LAUNCHES BID FOR EDUCATION MARKET

Softkey also said it had agreed to acquire a majority stake in Minnesota Educational Computing Corp. of Minneapolis in a stock swap valued at $370 million.

The two deals would make Softkey, a company known largely for low-priced applications, a major force in educational software. Softkey is considered aggressive in its pricing and marketing strategies, and analysts said its entry in the educational market would push prices down.

Softkey, based in Cambridge, Mass., proposed to acquire the Learning Company in a two-part deal, making a cash tender offer for 4.6 million, or 49 percent, of the company's shares at $65 a share, with the remaining shares to be exchanged for Softkey stock, for a total value of $606 million. Broderbund, of Novado, Calif., agreed in August to a stock swap then valued at $440 million.

Officials for Broderbund and the Fremont, Calif.-based Learning Company declined to comment. But Broderbund's chairman and chief executive, Douglas Carlston, said in a statement: ``Our proposed merger is in the best interest of the shareholders of both firms.''

``Anybody who looks at Softkey's pricing and marketing strategy has to be terrified at what they'll do in the educational market,'' said Jeff Tarter, publisher of Softletter, an industry newsletter. ``They put out whatever they want, whenever they want, at prices that are the lowest in the market. They are brilliant people and they have absolutely no illusions about the business.''

Kevin O'Leary, Softkey's president, said the company would not cut prices on existing educational titles but would extend the brand names with new, lower-priced programs.