<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
with 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)
May 5, 1999
---------------------------------------------
(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 1,211,000 which constitutes approximately 7.7%
of the total number of shares outstanding. All ownership percentages set forth
herein assume that there are 15,628,739 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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 2 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Main Street Partners, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 766,800 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 766,800 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
766,800 (1)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 3 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
(1) Power is exercised through its sole general partner, MS Advisory
Partners, L.P.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 2 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MS Advisory Partners, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 766,800 (1) (2)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 766,800 (1) (2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
766,800 (1) (2)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 3 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
(1) Solely in its capacity as the sole general partner of Main Street
Partners, L.P.
(1) Power is exercised through its two general partners, SF Advisory Corp. and
SF Advisory Corp II.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 2 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
San Francisco Partners II, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 176,700 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 176,700 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
176,700 (1)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.1%
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 3 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
(1) Power is exercised through its sole general partner, MS Advisory
Partners, L.P.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 2 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SF Advisory Partners, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 176,700 (1) (2)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 176,700 (1) (2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
176,700 (1) (2)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.1%
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 3 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
(1) Solely in its capacity as the sole general partner of San Francisco
Partners II, L.P.
(2) Power is exercised through its two general partners, SF Advisory Corp. and
SF Advisory Corp. II.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 2 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SF Advisory Corp.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
943,500 (1) (2)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
943,500 (1) (2)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
943,500 (1) (2)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.0%
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 3 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
(1) Solely in its capacity as (i) one of two general partners of MS Advisory
Partners, L.P. with respect to 766,800 of such shares; and (ii) one of two
general partners of SF Advisory Partners, L.P. with respect to 176,700 of
such shares.
(2) Power is exercised through its controlling person, John H. Scully.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 2 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SF Advisory Corp. II
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
943,500 (1) (2)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
943,500 (1) (2)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
943,500 (1) (2)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.0%
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 3 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
(1) Solely in its capacity as one of two general partners of MS Advisory
Partners, L.P. with respect to 766,800 of such shares; and solely in its
capacity as one of two general partners of SF Advisory Partners, L.P. with
respect to 176,700 of such shares.
(2) Power is exercised through its controlling person, William E. Oberndorf.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 2 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Scully
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF and Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
943,500 (1)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
943,500 (1)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
943,500 (1)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 3 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
(1) Solely in his capacity as the controlling person of SF Advisory Corp.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 2 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Oberndorf
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 267,500 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
943,500 (2)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 267,500 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
943,500 (2)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,196,000 (1) (2)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 807066105 PAGE 3 OF 3 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
(1) Includes 39,0000 shares owned beneficially by a family limited partnership
(Oberndorf Family Partners; 3,000 shares owned by his children, and 3,000
shares owned outright by his spouse, Susan Oberndorf.
(2) Solely in his capacity as the controlling person of SF Advisory Corp. II.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement relates to the shares of common stock, par value $.01 per
share (the "Shares") of Scholastic Corp, a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 555 Broadway, New
York, NY 10012.
Item 2. Identity and Background.
-----------------------
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of
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." The Reporting
Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Act, although
neither the fact of this filing nor anything contained herein shall be deemed to
be an admission by the Reporting Persons that a group exists.
(b)-(c)
MSP
---
MSP is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of MSP, which also serves as its principal
office, is 4320 W. Vickery, Suite B, Fort Worth, Texas 76107. Pursuant to
Instruction C to Schedule 13D of the Act, certain information with respect to MS
Advisory Partners, the sole general partner of MSP, is set forth below.
MS Advisory Partners
--------------------
<PAGE>
MS Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of MSP. The principal
business address of MS Advisory Partners, which also serves as its principal
office, is 4320 W. Vickery, Suite B, Fort Worth, Texas 76107. Pursuant to
Instruction C to Schedule 13D of the Act, certain information with respect to SF
Advisory Corp. and SF Advisory Corp. II, the two general partners of MS Advisory
Partners, is set forth below.
SFP
---
SFP is a California limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of SFP, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SF Advisory Partners, the sole general partner of SFP, is set forth
below.
SF Advisory Partners
--------------------
SF Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SFP. The principal
business address of SF Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SF Advisory Corp. and SF Advisory Corp. II, the two general partners
of SF Advisory Partners, is set forth below.
SF Advisory Corp.
----------------
SF Advisory Corp. is a Delaware corporation, the principal business of
which is serving as one of two general partners of each of MS Advisory Partners
and SF Advisory Partners. The principal address of SF Advisory Corp., which also
serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to JHS, who is the sole director, executive officer and
controlling person of SF Advisory Corp., is set forth below.
SF Advisory Corp. II
--------------------
<PAGE>
SF Advisory Corp. II is a Delaware corporation, the principal business of
which are serving as one of two general partners of each of MS Advisory Partners
and SF Advisory Partners. The principal business address of SF Advisory Corp.
II, which also serves as its principal office, is 591 Redwood Highway, Suite
3215, Mill Valley, California 94941. Pursuant to Instruction C to Schedule 13D
of the Act, certain information with respect to WEO, who is the sole director,
executive officer and controlling person of SF Advisory Corp. II, is set forth
below.
JHS
---
JHS' business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co., a Delaware corporation ("SPO"). The principal
business of SPO is operating as an investment firm. The principal address of
SPO, which also serves as its principal office, is 591 Redwood Highway, Suite
3215, Mill Valley, California 94941. JHS is also the sole stockholder, sole
director and chief executive officer of SF Advisory Corp., one of the two
corporate general partners of each of MS Advisory Partners and SF Advisory
Partners.
WEO
---
WEO's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO. WEO is also the sole stockholder, director and chief executive
officer of SF Advisory Corp. II, one of two corporate general partners of MS
Advisory Partners and SF Advisory Partners.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
<PAGE>
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The source and amount of the funds used or to be used by the Reporting
Persons to purchase Shares are as follows:
<TABLE>
<CAPTION>
Name Source of Funds Amount of Funds
---- --------------- ---------------
<S> <C> <C>
MSP Working Capital(1) $7,044,461.68
MS Advisory Partners Not Applicable Not Applicable
SFP Working Capital (1) $1,994,599
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 (2) $232,500
</TABLE>
(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. 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.
(2) As used herein, the term "Personal Funds" includes sums borrowed from
banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Shares.
<PAGE>
Item 4. Purpose of Transaction.
----------------------
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.
------------------------------------
(a) Percentage interest calculations for each Reporting Person are based
upon the Issuer having 15,628,739 total outstanding common stock, as reported on
the Issuer's 10-Q/A filed with the Securities Exchange Commission on October 16,
1998.
MSP
---
The aggregate number of Shares that MSP owns beneficially, pursuant to Rule
13d-3 of the Act, is 766,800 Shares, which constitutes approximately 4.9% 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 766,800 Shares, which constitutes approximately 4.9% of the outstanding
Shares.
SFP
---
The aggregate number of Shares that SFP owns beneficially, pursuant to Rule
13d-3 of the Act, is 176,700 Shares which constitutes approximately 1.1% of the
outstanding Shares.
<PAGE>
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 176,700 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 943,500 Shares in
the aggregate, which constitutes approximately 6.0% 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 943,500 Shares
in the aggregate, which constitutes approximately 6.0% 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
943,500 Shares, which constitutes approximately 6.0% of the outstanding Shares.
WEO
---
Individually, and because of his position as a control person of SF
Advisory Corp. II, and by virtue of being the sole general partner of a family
limited partnership (Oberndorf Family Partners), WEO may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 1,211,000 Shares in the
aggregate, which constitutes approximately 7.7% 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)
<PAGE>
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 766,800
Shares.
MS Advisory Partners
--------------------
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 766,800 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 176,700
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 176,700 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 943,500 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 943,500 Shares in the aggregate. SF Advisory
Corp. shares such power with SF Advisory Corp.
<PAGE>
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 943,500 Shares held by MSP and SFP in the aggregate
WEO
---
WEO has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 262,500 Shares, which includes 39,000 Shares
beneficially owned by a family limited partnership (Oberndorf Family Partners),
of which WEO is the sole general partner. 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 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 943,500 Shares
held by MSP and SFP in the aggregate.
(c) During the past sixty (60) days, the Reporting Persons purchased 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 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.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------
Except as set forth herein or in the Exhibits filed herewith, there are no
other contracts, arrangements, understandings or relationships of the type
required to be disclosed in response to Item 6 of Schedule 13D of the Act with
respect to the Shares owned by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A -- Agreement pursuant to Rule 13d-1(f)(1)(iii)
<PAGE>
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: May 7, 1999
___________________________________________
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.
<PAGE>
(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>
SCHEDULE I TO
SCHEDULE 13D
FOR
MAIN STREET PARTNERS, L.P., et al.
<TABLE>
<CAPTION>
Date of Number of Price Per
Reporting Person Transaction Shares Share
- ---------------------------- ----------- --------- --------
<S> <C> <C> <C>
Main Street Partners, L.P. 04/19/99 61,500 45
04/20/99 12,000 45
04/22/99 24,600 44.8
04/23/99 6,100 45
04/26/99 14,300 44.4
05/06/99 12,200 46
San Francisco Partners 04/19/99 13,500 45
04/20/99 3,000 45
04/22/99 5,400 44.8
04/23/99 1,400 45
04/26/99 3,200 44.4
05/06/99 2,800 46
William Oberndorf 04/13/99 800 46.5
Susan Oberndorf 04/13/99 3,000 46.5
Peter Oberndorf 04/13/99 1,200 46.5
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Exhibit Document Description Number
- ------- -------------------- ------
<S> <C> <C>
A Agreement Pursuant to Rule 13d-1(f)(1)(iii)
</TABLE>
<PAGE>
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: May 7, 1999
----------------------------------------
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.
<PAGE>
(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.
