-----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, UliPsNo+KK1p9REbLZ4WhpLTiYHphMU8zsch7BNP2qHQfwLlSuw8PVYv8mN5e+Tw gWhguXegOxUb7N1m1JfjDQ== 0000930413-98-000129.txt : 19980219 0000930413-98-000129.hdr.sgml : 19980219 ACCESSION NUMBER: 0000930413-98-000129 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980218 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHOLASTIC CORP CENTRAL INDEX KEY: 0000866729 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 133385513 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-42284 FILM NUMBER: 98544948 BUSINESS ADDRESS: STREET 1: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2123436100 MAIL ADDRESS: STREET 1: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROBINSON RICHARD CENTRAL INDEX KEY: 0000903959 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SCHOLASTIC CORP STREET 2: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012-3999 BUSINESS PHONE: 2123436386 MAIL ADDRESS: STREET 1: C/O SCHOLASTIC CORP STREET 2: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012-3999 SC 13G 1 RICHARD ROBINSON SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Scholastic Corporation --------------------------- (Name of Issuer) Common Stock, par value $.01 per share ------------------------------------------- (Title of Class of Securities) 807066105 ------------------ (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 Pages Page 2 of 5 Pages SCHEDULE 13G CUSIP NO. 807066105 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard Robinson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) a. |_| b. |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 1,251,239 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,399,194 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 1,251,239 WITH 8 SHARED DISPOSITIVE POWER 1,399,194 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,650,433 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |X| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.3% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Page 3 of 5 Pages ITEM 1. (a) NAME OF ISSUER Scholastic Corporation (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 555 Broadway New York, New York 10012 ITEM 2. (a) NAME OF PERSON FILING Richard Robinson (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 47 Woodside Avenue Westport, CT 06880 (c) CITIZENSHIP United States (d) TITLE OF CLASS OF SECURITIES Comon Stock, par value $.01 per share (e) CUSIP NUMBER 807066105 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP (AT DECEMBER 31, 1997) (a) AMOUNT BENEFICIALLY OWNED 2,650,433 (see Note to Item 4(a)) Page 4 of 5 Pages Note to Item 4(A): Includes (A) 445,452 shares of Common Stock which are receivable upon conversion of 445,452 shares of Class A Stock, par value $.01 per share, owned by Richard Robinson and (B) 74,547 shares of Common Stock owned by the Richard Robinson and Helen Benham Charitable Fund as to which Mr.Robinson disclaims beneficial ownership Also includes shares owned by (C) the Trust under the Will of Maurice R. Robinson (the "Maurice R. Robinson Trust"), as follows: (i) 841,546 shares of Common Stock and (ii) 324,310 shares of Common Stock which are receivable upon conversion of 324,310 shares of Class A Stock, par value $.01 per share, and (D) the Trust under the Will of Florence L. Robinson (the "Florence L. Robinson Trust"), as follows: (i) 175,000 shares of Common Stock and (ii) 58,338 shares of Common Stock which are receivable upon conversion of 58,338 shares of Class A Stock, par value $.01 share. Richard Robinson, Barbara Robinson Buckland, Mary Sue Robinson Morrill and William W. Robinson are trustees of the Maurice R. Robinson Trust, with shared voting and investment power with respect to the shares of Common Stock and Class A Stock owned by the Maurice R. Robinson Trust, and Richard Robinson and Mary Sue Robinson Morrill are trustees of the Florence L. Robinson Trust, with shared voting and investment power with respect to the shares of Common Stock and Class A Stock owned by the Florence L. Robinson Trust. Richard Robinson, as trustee, disclaims beneficial ownership of all such shares held by the above-mentioned trusts. The shares of Class A Stock are convertible into shares of Common Stock, at any time at the option of the holder thereof, on a share-for-share basis. Also includes (E) 3,797 shares of Common Stock for which Mr. Robinson is custodian under a separate custodial account for one of his sons and (F) 9,318 shares of Common Stock with respect to which Mr. Robinson had voting rights at December 31, 1997 under the Scholastic 401(k) Savings and Retirement Plan. Does not include 134,283 shares of Common Stock beneficially owned by Helen V. Benham, the wife of Richard Robinson, as to which Mr. Robinson disclaims beneficial ownership. (b) PERCENT OF CLASS 16.3% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 1,251,239 ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 1,399,194 (see Note to Item 4(a)) iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 1,251,239 iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 1,399,194 (see Note to Item 4(a)) ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Page 5 of 5 Pages Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Each of the Richard Robinson and Helen Benham Charitable Fund, the Maurice R. Robinson Trust and the Florence L. Robinson Trust has the right to receive dividends from, or the proceeds from the sale of, the shares of Common Stock and Class A Stock referred to in the Note to Item 4(a) as being owned by it. In addition, the right to receive dividends from, or the proceeds from the sale of, 3,797 shares of Common Stock accrues to Richard Robinson in his capacity as custodian under a separate custodial account for one of his sons. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 1998 ---------------------------- Date /s/Richard Robinson ---------------------------- Signature Richard Robinson ---------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----