SEC Filing | Scholastic Corporation

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D**
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

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)

July 24, 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
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 1,237,100 which constitutes approximately
7.65% of the total number of shares outstanding. All ownership percentages
set forth herein assume that there are 16,164,307 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 19

CUSIP NO. 807066105 13D Page 2 of 19 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
787,300(1)
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
-0-
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:

REPORTING 787,300(1)

PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
-0-
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

787,300(1)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

4.87%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:

PN
- ------------------------------------------------------------------------------
(1) Power is exercised through it sole general partner, MS Advisory Partners.
L.P.

CUSIP NO. 807066105 13D Page 3 of 19 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
787,300(1)(2)
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
-0-
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:

REPORTING 787,300(1)(2)

787,300(1)(2)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

4.87%
- ------------------------------------------------------------------------------
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.

CUSIP NO. 807066105 13D Page 4 of 19 Pages

- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS:
SF Advisory Partners, L.P.

- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS:

Delaware
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
178,300(1)(2)
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
-0-
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:

REPORTING 178,300(1)(2)

178,300(1)(2)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

1.1%
- ------------------------------------------------------------------------------
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.

CUSIP NO. 807066105 13D Page 5 of 19 Pages

- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS:
San Francisco Partners II, L.P.

- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS:

Delaware
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
178,300(1)
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
-0-
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:

REPORTING 178,300(1)

178,300(1)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

1.1%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:

PN
- ------------------------------------------------------------------------------

(1) Power is exercised through its sole general partner, SF Advisory Partners,
L.P.

CUSIP NO. 807066105 13D Page 6 of 19 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:

Delaware
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
-0-
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
965,600(1)(2)
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:

REPORTING -0-

PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
965,600(1)(2)
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

965,600(1)(2)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.97%
- ------------------------------------------------------------------------------
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 787,300 of such shares: and (ii) one of two
general partners of SF Advisory Partners, L.P. with respect to 178,300 of
such shares.
(2) Power is exercised through its controlling person, John H. Scully

CUSIP NO. 807066105 13D Page 7 of 19 Pages

- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS:
SF Advisory Corp. II

- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS:

REPORTING -0-

5.97%
- ------------------------------------------------------------------------------
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 787,300 of such shares: and
solely in its capacity as one of two general partners of SF Advisory
Partners, L.P. with respect to 178,300 of such shares.
(2) Power is exercised through its controlling person, William E. Oberndorf.

CUSIP NO. 807066105 13D Page 8 of 19 Pages

- ------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS:
John H. Scully

- ------------------------------------------------------------------------------
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
965,600(1)
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:

REPORTING -0-

PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
965,600(1)
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

965,600(1)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

5.97%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:

IN
- ------------------------------------------------------------------------------

(1) Solely in its capacity as the controlling person of SF Advisory Corp.

CUSIP NO. 807066105 13D Page 9 of 19 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:

USA
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF
-0-
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER:
BENEFICIALLY
1,237,100(1)(2)
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER:

REPORTING -0-

PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER:
WITH
1,237,100(1)(2)
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,237,100(1)(2)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.65%

- ------------------------------------------------------------------------------
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 965,600 Shares, solely in his capacity as the controlling
person of SF Advisory Corp. II.

Item 1. Security and Issuer.
-------------------

This statement constitutes Amendment No. 3 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 and as further amended by that certain Amendment No. 2 filed with
the SEC on May 20, 1999 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 Working Capital(1) $ 778,965.50

MS Advisory Partners Not Applicable Not Applicable

SFP Working Capital (1) $ 156,800

SF Advisory Partners Not Applicable Not Applicable

SF Advisory Corp. Not Applicable Not Applicable

SF Advisory Corp. II Not Applicable Not Applicable

WEO Personal funds $ 200,250

JHS Not Applicable Not Applicable

_____________
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general.

Page 10 of 19

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 16,164,307 total outstanding common stock, as reported
on the Issuer's 10-Q filed with the Securities Exchange Commission on May 14,
2000.

MSP
---

The aggregate number of Shares that MSP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 787,300 Shares, which constitutes approximately
4.87% 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 787,300 Shares, which constitutes approximately 4.87% of the outst
anding Shares.

SFP
---

The aggregate number of Shares that SFP owns beneficially, pursuant to
Rule 13d-3 of the Act, is 178,300 Shares which constitutes
approximately 1.1% of the outstanding Shares.

Page 11 of 19

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 178,300 Shares, which constitutes approximately 1.1% 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 965,600 Shares
in the aggregate, which constitutes approximately 5.97% 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 965,600
Shares in the aggregate, which constitutes approximately 5.97% 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
965,600 Shares, which constitutes approximately 5.97% 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 1,237,100 Shares in the aggregate, which constitutes
approximately 7.65% 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 787,300
Shares.

MS Advisory Partners
--------------------

Page 12 of 19

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 787,300 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 178,300
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 178,300 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 965,600 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 965,600 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 965,600 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 19

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 965,600 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) It is inapplicable for the purposes herein to state the date on
which the Reporting Persons ceased to be the owners of more than five percent
(5%) of the outstanding Shares.

Item 7. Material to be Filed as Exhibits.
--------------------------------

Exhibit A -- Agreement pursuant to Rule 13d-1(f)(1)(iii)

Page 14 of 19

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: July 25, 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 19

SCHEDULE I TO
----------
SCHEDULE 13D
FOR
MAIN STREET PARTNERS, L.P., et al.
------

Date of Type of Number of Price Per Where/How
Reporting Person Transaction Transaction Shares Share Transaction Effected
- ---------------- ----------- ----------- --------- --------- -------------------

Main Street Partners, L.P. 2/18/00 Buy 1,100 48.875 Open Market/Broker
2/28/00 Buy 14,800 49.000 Open Market/Broker
7/7/00 Sell 61,500 63.398 Open Market/Broker
7/10/00 Sell 20,500 63.998 Open Market/Broker
7/13/00 Sell 4,000 64.498 Open Market/Broker
7/14/00 Sell 12,300 64.498 Open Market/Broker
7/18/00 Sell 12,300 64.665 Open Market/Broker
7/19/00 Sell 20,500 64.998 Open Market/Broker
7/24/00 Sell 14,400 64.998 Open Market/Broker

San Francisco Partners 2/28/00 Buy 3,200 49.000 Open Market/Broker
7/7/00 Sell 13,500 63.398 Open Market/Broker
7/10/00 Sell 4,500 63.998 Open Market/Broker
7/13/00 Sell 1,000 64.498 Open Market/Broker
7/14/00 Sell 2,700 64.498 Open Market/Broker
7/18/00 Sell 2,700 64.665 Open Market/Broker
7/19/00 Sell 4,500 64.998 Open Market/Broker
7/24/00 Sell 3,100 64.998 Open Market/Broker

William E. & Susan C.
Oberndorf TR2 6/24/00 Buy 1,000 49.875 Open Market/Broker
6/29/00 Buy 1,500 50.125 Open Market/Broker

William Ernst Oberndorf 6/29/00 Buy 700 50.125 Open Market/Broker

Peter C. Oberndorf 6/29/00 Buy 800 50.125 Open Market/Broker

Page 16 of 19

EXHIBIT INDEX
Page
Exhibit Document Description Number
- ------- -------------------- ------

A Agreement Pursuant to Rule 13d-1(f)(1)(iii)

Page 18 of 19

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: July 25, 2000

/S/ Phillip Gordon
-------------------------------------
Phillip Gordon

Attorney-in-Fact for:

Page 19 of 19