SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Scholastic Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
807066105
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(CUSIP Number)
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(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)
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* 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 ("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).
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CUSIP No. 807066105 SCHEDULE 13G Page 2 of 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Robinson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
1,436,514
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,477,538
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,436,514
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,477,538
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,914,052
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|X|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.23%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 6
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, 1999)
(a) Amount Beneficially Owned
(see Note to Item 4(a))
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Page 4 of 6
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. 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) 9,681 shares
of Common Stock with respect to which Mr. Robinson had
voting rights at December 31, 1999 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 257,076 shares of Common Stock.
Does not include 142,701 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
17.23%
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
1,436,514
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
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Page 5 of 6
1,436,514
iv) shared power to dispose or to direct the disposition of
1,477,538 (see Note to Item 4(a))
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 15, 2000
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Date
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Page 6 of 6
/s/ Richard Robinson
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Signature
Richard Robinson
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Name/Title
