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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)
William W. Robinson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
a. |_|
b. |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 196,949
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,165,856
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 196,949
WITH
8 SHARED DISPOSITIVE POWER
1,165,856
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,362,805
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
8.7%
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
William W. Robinson
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
1016 Centre Street
Newton, MA 02159
(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
1,362,805 (see Note to Item 4(a))
Page 4 of 5 Pages
Note to
Item 4(a): Includes shares owned by 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. 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.
William W. Robinson, as trustee, disclaims beneficial ownership of
such shares. Does not include (i) 42,364 shares of Common Stock
beneficially owned by Kathryn K. Robinson, the wife of William W.
Robinson and (ii) 47,540 shares of Common Stock held by two trusts
of which Kathryn K. Robinson is a trustee, as to which Mr. Robinson
disclaims beneficial ownership.
(b) PERCENT OF CLASS
8.6%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
196,949
ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
1,165,856 (see Note to Item 4(a))
iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
196,949
iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
1,165,856 (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
The Maurice R. 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).
Page 5 of 5 Pages
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/William W. Robinson
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Signature
William W. Robinson
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Name/Title