-----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, MP1jG8NVz3bwbEc3w1cQJG9CGL44glnleljZy9ERt3ypXwpI4OxFnwl+wYiLKUHf injgfwRlKolv91lXalK6xQ== /in/edgar/work/20000725/0000950131-00-004469/0000950131-00-004469.txt : 20000921 0000950131-00-004469.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950131-00-004469 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000725 GROUP MEMBERS: JOHN H. SCULLY GROUP MEMBERS: MAIN STREET PARTNERS LP GROUP MEMBERS: MS ADVISORY PARTNERS, L.P. GROUP MEMBERS: SAN FRANCISCO PARTNERS II, L.P. GROUP MEMBERS: SF ADVISORY CORPORATION GROUP MEMBERS: SF ADVISORY CORPORATION II GROUP MEMBERS: SF ADVISORY PARTNERS, L.P. GROUP MEMBERS: WILLIAM E. OBERNDORF SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHOLASTIC CORP CENTRAL INDEX KEY: 0000866729 STANDARD INDUSTRIAL CLASSIFICATION: [2731 ] IRS NUMBER: 133385513 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42284 FILM NUMBER: 678479 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: MAIN STREET PARTNERS LP CENTRAL INDEX KEY: 0001046206 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 752377615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153836600 MAIL ADDRESS: STREET 1: 3637 FALL CREEK HIGHWAY STE J CITY: GRANBURY STATE: TX ZIP: 76049 SC 13D/A 1 0001.txt AMENDMENT # 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D** (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* Scholastic Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 807066105 - -------------------------------------------------------------------------------- (CUSIP Number) SPO Partners & Co. William E. Oberndorf 591 Redwood Highway, Suite 3215 Mill Valley, California 94941 (415) 383-6600 wit a copy to: Phillip Gordon Altheimer & Gray 10 South Wacker Drive Chicago, Illinois 60606 (312) 715-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_] Check the following box if a fee is being paid with the statement. [_] * 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 disclosures provided in a prior cover page. ** The total number of shares of common stock reported as beneficially owned by the Reporting Persons herein is 1,237,100 which constitutes approximately 7.65% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 16,164,307 shares outstanding. The information required on 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 19 CUSIP NO. 807066105 13D Page 2 of 19 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS: Main Street Partners, L.P. - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: WC - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER: NUMBER OF 787,300(1) SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER: BENEFICIALLY -0- OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER: REPORTING 787,300(1) PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER: WITH -0- - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 787,300(1) - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.87% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON: PN - ------------------------------------------------------------------------------ (1) Power is exercised through it sole general partner, MS Advisory Partners. L.P. CUSIP NO. 807066105 13D Page 3 of 19 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS: Ms Advisory Partners, L.P. - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: Not Applicable - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER: NUMBER OF 787,300(1)(2) SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER: BENEFICIALLY -0- OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER: REPORTING 787,300(1)(2) PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER: WITH -0- - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 787,300(1)(2) - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.87% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON: PN - ------------------------------------------------------------------------------ (1) Solely in its capacity as the sole general partner of Main Street Partners, L.P. (2) Power is exercised through its two general partners, SF Advisory Corp. and SF Advisory Corp. II. CUSIP NO. 807066105 13D Page 4 of 19 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS: SF Advisory Partners, L.P. - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: Not Applicable - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER: NUMBER OF 178,300(1)(2) SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER: BENEFICIALLY -0- OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER: REPORTING 178,300(1)(2) PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER: WITH -0- - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,300(1)(2) - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.1% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON: PN - ------------------------------------------------------------------------------ (1) Solely in its capacity as the sole general partner of San Francisoco Partners II, L.P. (2) Power is exercised through its two general partners, SF Advisory Corp. and SF Advisory Corp. II. CUSIP NO. 807066105 13D Page 5 of 19 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS: San Francisco Partners II, L.P. - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: WC - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER: NUMBER OF 178,300(1) SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER: BENEFICIALLY -0- OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER: REPORTING 178,300(1) PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER: WITH -0- - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,300(1) - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.1% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON: PN - ------------------------------------------------------------------------------ (1) Power is exercised through its sole general partner, SF Advisory Partners, L.P. CUSIP NO. 807066105 13D Page 6 of 19 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS: SF Advisory Corp. - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: Not Applicable - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER: NUMBER OF -0- SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER: BENEFICIALLY 965,600(1)(2) OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER: REPORTING -0- PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER: WITH 965,600(1)(2) - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 965,600(1)(2) - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.97% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON: CO - ------------------------------------------------------------------------------ (1) Solely in its capacity as (i) one of two general partners of Ms Advisory Partners, L.P. with respect to 787,300 of such shares: and (ii) one of two general partners of SF Advisory Partners, L.P. with respect to 178,300 of such shares. (2) Power is exercised through its controlling person, John H. Scully CUSIP NO. 807066105 13D Page 7 of 19 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS: SF Advisory Corp. II - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: Not Applicable - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER: NUMBER OF -0- SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER: BENEFICIALLY 965,600(1)(2) OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER: REPORTING -0- PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER: WITH 965,600(1)(2) - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 965,600(1)(2) - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.97% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON: CO - ------------------------------------------------------------------------------ (1) Solely in its capacity as one of two general partners of Ms Advisory Partners, L.P. with respect to 787,300 of such shares: and solely in its capacity as one of two general partners of SF Advisory Partners, L.P. with respect to 178,300 of such shares. (2) Power is exercised through its controlling person, William E. Oberndorf. CUSIP NO. 807066105 13D Page 8 of 19 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS: John H. Scully - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: PF and Not Applicable - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER: NUMBER OF -0- SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER: BENEFICIALLY 965,600(1) OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER: REPORTING -0- PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER: WITH 965,600(1) - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 965,600(1) - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.97% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------ (1) Solely in its capacity as the controlling person of SF Advisory Corp. CUSIP NO. 807066105 13D Page 9 of 19 Pages - ------------------------------------------------------------------------------ 1. NAMES OF REPORTING PERSONS: William E. Oberndof - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: Not Applicable - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER: NUMBER OF -0- SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER: BENEFICIALLY 1,237,100(1)(2) OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER: REPORTING -0- PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER: WITH 1,237,100(1)(2) - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,237,100(1)(2) - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.65% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON: IN - ------------------------------------------------------------------------------ (1) Includes 39,000 Shares owned by a family limited partnership, 223,500 shares held in trust for his benefit, of which he is a co-trustee, 3,500 shares held in trust for the benefit of his children, which he is trustee, and 5,500 shares held in trust for his wife's benefit, of which he is co-trustee. (2) With respect to 965,600 Shares, solely in his capacity as the controlling person of SF Advisory Corp. II. Item 1. Security and Issuer. ------------------- This statement constitutes Amendment No. 3 to the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities Exchange Commission ("SEC") on November 9, 1998, as amended by that certain Amendment No. 1 filed with SEC on May 7, 1999 and as further amended by that certain Amendment No. 2 filed with the SEC on May 20, 1999 by Main Street Partners, L.P., a Delaware limited partnership ("MSP"), MS Advisory Partners, L.P., a Delaware limited partnership ("MS Advisory Partners"), San Francisco Partners II, L.P., a California limited partnership ("SFP"), SF Advisory Partners, L.P., a Delaware limited partnership ("SF Advisory Partners"), SF Advisory Corp., a Delaware corporation ("SF Advisory Corp."), SF Advisory Corp. II, a Delaware corporation ("SF Advisory Corp. II"), John H. Scully ("JHS") and William E. Oberndorf ("WEO")(MSP, MS Advisory Partners, SFP, SF Advisory Partners, SF Advisory Corp., SF Advisory Corp. II, JHS, and WEO are sometimes hereinafter referred to as the "Reporting Persons") in connection with the beneficial ownership of shares of common stock, par value $.01 per share (the "Shares") of Scholastic Corp, a Delaware corporation (the "Issuer"). Unless otherwise stated herein, the Schedule 13D, as previously amended, remains in full force and effect. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 is hereby amended and restated as follows: The source and amount of the funds used or to be used by the Reporting Persons to purchase Shares are as follows: Name Source of Funds Amount of Funds ---- --------------- --------------- MSP Working Capital(1) $ 778,965.50 MS Advisory Partners Not Applicable Not Applicable SFP Working Capital (1) $ 156,800 SF Advisory Partners Not Applicable Not Applicable SF Advisory Corp. Not Applicable Not Applicable SF Advisory Corp. II Not Applicable Not Applicable WEO Personal funds $ 200,250 JHS Not Applicable Not Applicable _____________ (1) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. Page 10 of 19 None of the funds reported herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Shares. Item 4. Purpose of Transaction. ---------------------- Item 4 is hereby amended and restated as follows: The Reporting Persons acquired the Shares reported herein for investment purposes. Consistent with such purposes, the Reporting Persons have had, and may have in the future, discussions based on publicly available information with management of the Issuer concerning the Issuer's recent operating history as well as the Issuer's general business outlook and prospects. Depending on market conditions and other factors that each may deem material to its investment decision, each of the Reporting Persons may purchase additional Shares in the open market or in private transactions or may dispose of all or a portion of the Shares that such Reporting Person now owns or hereafter may acquire. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended and restated as follows: (a) Percentage interest calculations for each Reporting Person are based upon the Issuer having 16,164,307 total outstanding common stock, as reported on the Issuer's 10-Q filed with the Securities Exchange Commission on May 14, 2000. MSP --- The aggregate number of Shares that MSP owns beneficially, pursuant to Rule 13d-3 of the Act, is 787,300 Shares, which constitutes approximately 4.87% of the outstanding Shares. MS Advisory Partners -------------------- Because of its position as the sole general partner of MSP, MS Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 787,300 Shares, which constitutes approximately 4.87% of the outst anding Shares. SFP --- The aggregate number of Shares that SFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 178,300 Shares which constitutes approximately 1.1% of the outstanding Shares. Page 11 of 19 SF Advisory Partners -------------------- Because of its position as the sole general partner of SFP, SF Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 178,300 Shares, which constitutes approximately 1.1% of the outstanding Shares. SF Advisory Corp. ---------------- Because of its positions as one of two general partners of each of MS Advisory Partners, and SF Advisory Partners, SF Advisory Corp. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 965,600 Shares in the aggregate, which constitutes approximately 5.97% of the outstanding Shares. SF Advisory Corp. II -------------------- Because of its positions as one of two general partners of each of MS Advisory Partners and SF Advisory Partners, SF Advisory Corp. II may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 965,600 Shares in the aggregate, which constitutes approximately 5.97% of the outstanding Shares. JHS --- Because of his positions as a control person of SF Advisory Corp. JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 965,600 Shares, which constitutes approximately 5.97% of the outstanding Shares. WEO --- Because of his position as a control person of SF Advisory Corp. II, by virtue of being the sole general partner of a family limited partnership (Oberndorf Family Partners) and by virtue of being a trustee under various family trusts, WEO may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,237,100 Shares in the aggregate, which constitutes approximately 7.65% of the outstanding Shares. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 hereof is the beneficial owner of any Shares. (b) MSP --- Acting through its sole general partner, MSP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 787,300 Shares. MS Advisory Partners -------------------- Page 12 of 19 Acting through its two general partners and in its capacity as the sole general partner of MSP, MS Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 787,300 Shares. SFP --- Acting through its sole general partner, SFP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 178,300 Shares. SF Advisory Partners -------------------- Acting through its two general partners and in its capacity as the sole general partner of SFP, SF Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 178,300 Shares. SF Advisory Corp. ----------------- Acting through its controlling person and in its capacities as one of two general partners of each of MS Advisory Partners and SF Advisory Partners, SF Advisory Corp. has shared power to vote or to direct the vote and to dispose or to direct the disposition of 965,600 Shares in the aggregate. SF Advisory Corp. shares such power with SF Advisory Corp. II. SF Advisory Corp. II -------------------- Acting through its controlling person and in its capacities as one of two general partners of each of MS Advisory Partners and SF Advisory Partners, SF Advisory Corp. II has shared power to vote or to direct the vote and to dispose or to direct the disposition of 965,600 Shares in the aggregate. SF Advisory Corp. shares such power with SF Advisory Corp. JHS --- As the controlling person of SF Advisory Corp., which is one of two general partners of each of MS Advisory Partners and SF Advisory Partners, JHS may be deemed to have shared power with WEO (as the controlling person of SF Advisory Corp. II, which is the other general partner of each of MS Advisory Partners and SF Advisory Partners) to vote or to direct the vote and to dispose or to direct the disposition of 965,600 Shares held by MSP and SFP in the aggregate WEO --- WEO has the joint power to vote or to direct the vote and to dispose or to direct the disposition of 271,500 Shares, which includes 39,000 Shares beneficially owned by a family limited partnership (Oberndorf Family Partners), of which WEO is the sole general partner 223,500 Shares which are held in trust for his benefit, of which he is a co-trustee, 5,500 Shares held in trust for his wife's benefit, of which he is a co-trustee and 3,500 Shares held in trust for his children, which he is trustee. As the controlling person of SF Advisory Corp. II, which is one of two general partners of each of MS Advisory Partners and SF Advisory Partners, WEO may be deemed to have shared power with JHS (as the controlling person of SF Advisory Corp., which is the other general partner Page 13 of 19 of each of MS Advisory Partners and SF Advisory Partners) to vote or to direct the vote and to dispose or to direct the disposition of 965,600 Shares held by MSP and SFP in the aggregate. (c) During the past sixty (60) days, the Reporting Persons purchased and sold Shares in open market transactions on the NASDAQ National Market System as set forth on Schedule I attached hereto. Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any other transactions in Shares during the past sixty (60) days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, the Shares owned by such Reporting Person. (e) It is inapplicable for the purposes herein to state the date on which the Reporting Persons ceased to be the owners of more than five percent (5%) of the outstanding Shares. Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit A -- Agreement pursuant to Rule 13d-1(f)(1)(iii) Page 14 of 19 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. DATED: July 25, 2000 /s/Phillip Gordon ----------------------------------------- Phillip Gordon Attorney-in-Fact for: MAIN STREET PARTNERS, L.P. (1) MS ADVISORY PARTNERS, L.P. (2) SAN FRANCISCO PARTNERS II, L.P. (3) SF ADVISORY PARTNERS, L.P. (4) SF ADVISORY CORP. (5) SF ADVISORY CORP. II (6) JOHN H. SCULLY (7) WILLIAM E. OBERNDORF (8) (1) A Power of Attorney authorizing Phillip Gordon to act on behalf of Main Street Partners, L.P. previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing Phillip Gordon to act on behalf of MS Advisory Partners, L.P. previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing Phillip Gordon to act on behalf of San Francisco Partners II, L.P. previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing Phillip Gordon to act on behalf of SF Advisory Partners, L.P. previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing Phillip Gordon to act on behalf of SF Advisory Corp. previously has been filed with the Securities and Exchange Commission. (6) A Power of Attorney authorizing Phillip Gordon to act on behalf of SF Advisory Corp. II previously has been filed with the Securities and Exchange Commission. (7) A Power of Attorney authorizing Phillip Gordon to act on behalf of John H. Scully previously has been filed with the Securities and Exchange Commission. (8) A Power of Attorney authorizing Phillip Gordon to act on behalf of William E. Oberndorf previously has been filed with the Securities and Exchange Commission. Page 15 of 19 SCHEDULE I TO ---------- SCHEDULE 13D FOR MAIN STREET PARTNERS, L.P., et al. ------
Date of Type of Number of Price Per Where/How Reporting Person Transaction Transaction Shares Share Transaction Effected - ---------------- ----------- ----------- --------- --------- ------------------- Main Street Partners, L.P. 2/18/00 Buy 1,100 48.875 Open Market/Broker 2/28/00 Buy 14,800 49.000 Open Market/Broker 7/7/00 Sell 61,500 63.398 Open Market/Broker 7/10/00 Sell 20,500 63.998 Open Market/Broker 7/13/00 Sell 4,000 64.498 Open Market/Broker 7/14/00 Sell 12,300 64.498 Open Market/Broker 7/18/00 Sell 12,300 64.665 Open Market/Broker 7/19/00 Sell 20,500 64.998 Open Market/Broker 7/24/00 Sell 14,400 64.998 Open Market/Broker San Francisco Partners 2/28/00 Buy 3,200 49.000 Open Market/Broker 7/7/00 Sell 13,500 63.398 Open Market/Broker 7/10/00 Sell 4,500 63.998 Open Market/Broker 7/13/00 Sell 1,000 64.498 Open Market/Broker 7/14/00 Sell 2,700 64.498 Open Market/Broker 7/18/00 Sell 2,700 64.665 Open Market/Broker 7/19/00 Sell 4,500 64.998 Open Market/Broker 7/24/00 Sell 3,100 64.998 Open Market/Broker William E. & Susan C. Oberndorf TR2 6/24/00 Buy 1,000 49.875 Open Market/Broker 6/29/00 Buy 1,500 50.125 Open Market/Broker William Ernst Oberndorf 6/29/00 Buy 700 50.125 Open Market/Broker Peter C. Oberndorf 6/29/00 Buy 800 50.125 Open Market/Broker
Page 16 of 19 EXHIBIT INDEX Page Exhibit Document Description Number - ------- -------------------- ------ A Agreement Pursuant to Rule 13d-1(f)(1)(iii) Page 18 of 19 Exhibit A Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. DATED: July 25, 2000 /S/ Phillip Gordon ------------------------------------- Phillip Gordon Attorney-in-Fact for: MAIN STREET PARTNERS, L.P. (1) MS ADVISORY PARTNERS, L.P. (2) SAN FRANCISCO PARTNERS II, L.P. (3) SF ADVISORY PARTNERS, L.P. (4) SF ADVISORY CORP. (5) SF ADVISORY CORP. II (6) JOHN H. SCULLY (7) WILLIAM E. OBERNDORF (8) (1) A Power of Attorney authorizing Phillip Gordon to act on behalf of Main Street Partners, L.P. previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing Phillip Gordon to act on behalf of MS Advisory Partners, L.P. previously has been filed with the Securities and Exchange Commission. (3) A Power of Attorney authorizing Phillip Gordon to act on behalf of San Francisco Partners II, L.P. previously has been filed with the Securities and Exchange Commission. (4) A Power of Attorney authorizing Phillip Gordon to act on behalf of SF Advisory Partners, L.P. previously has been filed with the Securities and Exchange Commission. (5) A Power of Attorney authorizing Phillip Gordon to act on behalf of SF Advisory Corp. previously has been filed with the Securities and Exchange Commission. (6) A Power of Attorney authorizing Phillip Gordon to act on behalf of SF Advisory Corp. II previously has been filed with the Securities and Exchange Commission. (7) A Power of Attorney authorizing Phillip Gordon to act on behalf of John H. Scully previously has been filed with the Securities and Exchange Commission. (8) A Power of Attorney authorizing Phillip Gordon to act on behalf of William E. Oberndorf previously has been filed with the Securities and Exchange Commission. Page 19 of 19 -----END PRIVACY-ENHANCED MESSAGE-----