-----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, WMHZ75k1OFDYD0zSIr3coDqn1gMCJpINinMyO6AARwEDhHYYrLIpuzOXGgjwC6Ed EGQh886iPSFVXyywfxLjeA== 0001005477-99-000693.txt : 19990217 0001005477-99-000693.hdr.sgml : 19990217 ACCESSION NUMBER: 0001005477-99-000693 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 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/A SEC ACT: SEC FILE NUMBER: 005-42284 FILM NUMBER: 99541917 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/A 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/A 1 AMENDMENT NO. 4 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13G Rule 13d-102 Under the Securities Exchange Act of 1934 (Amendment No. 4)(1) Scholastic Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 807066105 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |_| Rule 13d-1 (c) |_| Rule 13d-1 (d) - ---------- (1) 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 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 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 CUSIP No. 807066105 13G Page 2 of 5 Pages - -------------------------------------------------------------------------------- (1) Name 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 - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 1,315,118 (6) Shared voting power: 1,477,538 (7) Sole dispositive power: 1,315,118 (8) Shared dispositive power: 1,477,538 - -------------------------------------------------------------------------------- (9) Aggregate amount beneficially owned by each reporting person. 2,792,656 - -------------------------------------------------------------------------------- (10) Check if the aggregate amount in Row (9) excludes certain shares |X| (see instructions). - -------------------------------------------------------------------------------- (11) Percent of class represented by amount in Row 9. 16.88% - -------------------------------------------------------------------------------- (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 Common 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, 1998) (a) Amount Beneficially Owned 2,792,656 (see Note to Item 4(a)) 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 Pages 4 of 5 Pages 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. 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, (F) 9,465 shares of Common Stock with respect to which Mr. Robinson had voting rights at December 31, 1998 under the Scholastic 401(k) Savings and Retirement Plan, and (G) stock options issued to Mr. Robinson under which he has the right to acquire up to 132,076 shares of Common Stock. Does not include 137,427 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 16.88% (c) Number of shares as to which such person has: i) sole power to vote or to direct the vote 1,315,118 ii) shared power to vote or to direct the vote 1,477,538 (see Note to Item 4(a)) iii) sole power to dispose or to direct the disposition of 1,315,118 iv) shared power to dispose or to direct the disposition of 1,477,538 (see Note to Item 4(a)) Page 5 of 5 Pages Item 5. Ownership of Five Percent or Less of a Class 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 16, 1999 -------------------------- Date /s/ Richard Robinson -------------------------- Signature Richard Robinson -------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----