<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D**
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
October 2, 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
668,100 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 668,100 which constitutes approximately 4.11% of
the total number of shares outstanding. All ownership percentages set forth
herein assume that there are 16,238,581 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 18
<PAGE>
CUSIP NO. 807066105 13D Page 2 of 18 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
321,500(1)
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
-0-
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING 321,500(1)
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
-0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
321,500(1)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.98%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
PN
------------------------------------------------------------------------------
(1) Power is exercised through it sole general partner, MS Advisory Partners.
L.P.
<PAGE>
CUSIP NO. 807066105 13D Page 3 of 18 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
321,500(1)(2)
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
-0-
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING 321,500(1)(2)
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
-0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
321,500(1)(2)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.98%
------------------------------------------------------------------------------
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.
<PAGE>
CUSIP NO. 807066105 13D Page 4 of 18 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
75,100(1)(2)
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
-0-
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING 75,100(1)(2)
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
-0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,100(1)(2)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.46%
------------------------------------------------------------------------------
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.
<PAGE>
CUSIP NO. 807066105 13D Page 5 of 18 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
75,100(1)
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
-0-
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING 75,100(1)
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
-0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,100(1)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.46%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
PN
------------------------------------------------------------------------------
(1) Power is exercised through its sole general partner, SF Advisory Partners,
L.P.
<PAGE>
CUSIP NO. 807066105 13D Page 6 of 18 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
396,600(1)(2)
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING -0-
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
396,600(1)(2)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,600(1)(2)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.44%
------------------------------------------------------------------------------
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 321,500 of such shares: and (ii) one of two
general partners of SF Advisory Partners, L.P. with respect to 75,100 of
such shares.
(2) Power is exercised through its controlling person, John H. Scully
<PAGE>
CUSIP NO. 807066105 13D Page 7 of 18 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
396,600(1)(2)
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING -0-
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
396,600(1)(2)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,600(1)(2)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.44%
------------------------------------------------------------------------------
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 321,500 of such shares: and
solely in its capacity as one of two general partners of SF Advisory
Partners, L.P. with respect to 75,100 of such shares.
(2) Power is exercised through its controlling person, William E. Oberndorf.
<PAGE>
CUSIP NO. 807066105 13D Page 8 of 18 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
396,600(1)
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING -0-
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
396,600(1)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,600(1)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.44%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
IN
------------------------------------------------------------------------------
(1) Solely in its capacity as the controlling person of SF Advisory Corp.
<PAGE>
CUSIP NO. 807066105 13D Page 9 of 18 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
668,100(1)(2)
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:
REPORTING -0-
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
668,100(1)(2)
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
668,100(1)(2)
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.11%
------------------------------------------------------------------------------
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 396,600 Shares, solely in his capacity as the controlling
person of SF Advisory Corp. II.
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement constitutes Amendment No. 6 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, as further amended by that certain Amendment No. 2 filed with
the SEC on May 20, 1999, as further amended by that certain Amendment No. 3
filed with the SEC on July 25, 2000, as further amended by that certain
Amendment No. 4 filed with the SEC on July 28, 2000 and as further amended by
that certain Amendment No. 5 filed with the SEC on September 11, 2000 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 Not Applicable Not Applicable
MS Advisory Partners Not Applicable Not Applicable
SFP Not Applicable Not Applicable
SF Advisory Partners Not Applicable Not Applicable
SF Advisory Corp. Not Applicable Not Applicable
SF Advisory Corp. II Not Applicable Not Applicable
WEO Not Applicable Not Applicable
JHS Not Applicable Not Applicable
Page 10 of 18
<PAGE>
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 16,238,581 total outstanding common stock, as reported
on the Issuer's 10-K filed with the Securities Exchange Commission on August 25,
2000.
MSP
---
The aggregate number of Shares that MSP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 321,500 Shares, which constitutes approximately
1.98% 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 321,500 Shares, which constitutes approximately 1.98% of the
outstanding Shares.
SFP
---
The aggregate number of Shares that SFP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 75,100 Shares which constitutes approximately 0.46% of
the outstanding Shares.
Page 11 of 18
<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 75,100 Shares, which constitutes approximately 0.46% 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 396,600 Shares
in the aggregate, which constitutes approximately 2.44% 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 396,600
Shares in the aggregate, which constitutes approximately 2.44% 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
396,600 Shares, which constitutes approximately 2.44% 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 668,100 Shares in the aggregate, which constitutes
approximately 4.11% 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 321,500
Shares.
MS Advisory Partners
--------------------
Page 12 of 18
<PAGE>
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 321,500 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 75,100 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 75,100 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 396,600 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 396,600 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 396,600 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 18
<PAGE>
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 396,600 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) The Reporting Persons ceased to be the owners of more than five
percent (5%) of the outstanding Shares on September 14, 2000.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A -- Agreement pursuant to Rule 13d-1(f)(1)(iii)
Page 14 of 18
<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: October 3, 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 18
<PAGE>
SCHEDULE I TO
----------
SCHEDULE 13D
FOR
MAIN STREET PARTNERS, L.P., et al.
------
<TABLE>
<CAPTION>
Date of Type of Number of Price Per Where/How
Reporting Person Transaction Transaction Shares Share Transaction Effected
---------------- ----------- ----------- --------- --------- -------------------
<S> <C> <C> <C> <C> <C>
Main Street Partners, L.P. 9/11/00 Sell 8,000 64.998
9/12/00 Sell 3,300 64.998
9/14/00 Sell 4,000 64.998
9/15/00 Sell 6,200 64.998
9/25/00 Sell 12,300 73.998
9/26/00 Sell 69,700 74.778
9/29/00 Sell 8,000 79.687
10/02/00 Sell 20,500 77.937
San Francisco Partners 9/11/00 Sell 2,000 64.998
9/12/00 Sell 700 64.998
9/14/00 Sell 1,000 64.998
9/15/00 Sell 1,300 64.998
9/25/00 Sell 2,700 73.998
9/26/00 Sell 15,300 74.777
9/29/00 Sell 2,000 79.687
10/02/00 Sell 4,500 77.937
</TABLE>
Page 16 of 18
<PAGE>
EXHIBIT INDEX
Page
Exhibit Document Description Number
------- -------------------- ------
A Agreement Pursuant to Rule 13d-1(f)(1)(iii)
Page 17 of 18
<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: October 3, 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 18 of 18
