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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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)
*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 disclosure
provided in a prior cover page.
The information required in 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 5 Pages
Page 2 of 5 Pages
SCHEDULE 13G
CUSIP NO. 807066105
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Mary Sue Robinson Morrill
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
5 SOLE VOTING POWER
NUMBER OF 2,006
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,776,734
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,006
WITH
8 SHARED DISPOSITIVE POWER
1,776,734
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,778,740
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%
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
Mary Sue Robinson Morrill
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
140 Bunker Hill Road
Salisbury, CT 06068
(c) CITIZENSHIP
United States
(d) TITLE OF CLASS OF SECURITIES
Comon 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, 1997)
(a) AMOUNT BENEFICIALLY OWNED
1,778,740 (see Note to Item 4(a))
Page 4 of 5 Pages
Note to
Item 4(a): Includes (A) 377,540 shares of Common Stock held by three trusts of
which Mary Sue Robinson Morrill and her husband, William F. Morrill,
are trustees, with shared voting and investment power with respect
to such shares, and (B) 2,006 shares of Common Stock for which Mary
Sue Robinson Morrill is custodian for her son. 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. 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. 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. Mary Sue Robinson Morrill, as
trustee, disclaims beneficial ownership of such shares.
(b) PERCENT OF CLASS
11.3%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
2,006
ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
1,776,734 (see Note to Item 4(a))
iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
2,006
iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
1,776,734 (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
Page 5 of 5 Pages
Each of the trusts referred to in the Note to Item 4(a) above has
the right to receive dividends from, or the proceeds from the sale
of, the shares of Common Stock and/or 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, 2,006
shares of Common Stock accrues to Mary Sue Robinson Morrill in her
capacity as custodian for her son.
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 13, 1998
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Date
/s/Mary Sue Robinson Morrill
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Signature
Mary Sue Robinson Morrill
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Name/Title