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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 4)(1)
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)
December 31, 1998
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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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(1) 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 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
CUSIP No. 807066105 13G Page 2 of 5 Pages
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(1) Name of Reporting Persons
I.R.S. Identification Nos. of above persons. (entities only)
Richard Robinson
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(2) Check the appropriate box if a member of a group (see instructions) (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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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
1,315,118
(6) Shared voting power:
1,477,538
(7) Sole dispositive power:
1,315,118
(8) Shared dispositive power:
1,477,538
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(9) Aggregate amount beneficially owned by each reporting person.
2,792,656
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(10) Check if the aggregate amount in Row (9) excludes certain shares |X|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
16.88%
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(12) Type of reporting person (see instructions).
IN
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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
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, 1998)
(a) Amount Beneficially Owned
2,792,656 (see Note to Item 4(a))
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
Pages 4 of 5 Pages
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) 9,465 shares of Common Stock with
respect to which Mr. Robinson had voting rights at December 31, 1998
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 132,076 shares of Common Stock. Does not include
137,427 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
16.88%
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
1,315,118
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
1,315,118
iv) shared power to dispose or to direct the disposition of
1,477,538 (see Note to Item 4(a))
Page 5 of 5 Pages
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 16, 1999
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Date
/s/ Richard Robinson
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Signature
Richard Robinson
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Name/Title