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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 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)
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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).
CUSIP No. 807066105 Page 2 of 5 pages
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Mary Sue Robinson Morrill
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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:
0
(6) Shared voting power:
1,776,734
(7) Sole dispositive power:
0
(8) Shared dispositive power:
1,776,734
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(9) Aggregate amount beneficially owned by each reporting person.
1,776,734
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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.
11.13%
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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
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
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
1,776,734 (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. Also includes shares owned by (B) 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 (C)
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. Does not include 121,698 shares of Common Stock held
in two trusts of which Mr. Morrill is trustee and 47,000 shares of
Common Stock held in two trusts of which Mr. Morrill and Ms.
Buckland are trustees, for the benefit of the children of Ms.
Morrill and as to each of which Ms. Morrill has no voting or
dispositive power and disclaims beneficial ownership.
(b) Percent of Class
11.13%
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
0
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
0
iv) shared power to dispose or to direct the disposition of
1,776,734 (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 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.
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/ Mary Sue Robinson Morrill
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Signature
Mary Sue Robinson Morrill
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Name/Title