SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Scholastic Corporation
--------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(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 6 Pages
CUSIP No. 807066105 SCHEDULE 13G Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mary Sue Robinson Morrill
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0*
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,539,468*
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0*
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
3,539,468*
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,539,468*
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|X|
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.42%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
* reflects the 2 for 1 stock split distributed on January 16, 2001 to
shareholders of record on December 29, 2000.
Page 3 of 6 Pages
Note: The share figures in this report have been adjusted to reflect the 2 for 1
stock split distributed on January 16, 2001 to shareholders of record on
December 29, 2000.
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.
Page 4 of 6 Pages
Item 4. Ownership (at December 31, 2000)
(a) Amount Beneficially Owned
3,539,468
(see Note to Item 4(a))
Note to
Item 4(a): Includes (A) 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) 1,683,092 shares of Common Stock and (ii) 648,620
shares of Common Stock which are receivable upon conversion of
648,620 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) 350,000 shares of Common Stock and
(ii) 116,676 shares of Common Stock which are receivable upon
conversion of 116,676 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 243,376 shares of Common Stock held
in two trusts of which Mr. Morrill is trustee and 94,000 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
10.42%
(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
3,539,468 (see Note to Item 4(a))
Page 5 of 6 Pages
iii) sole power to dispose or to direct the disposition of
0
iv) shared power to dispose or to direct the disposition of
3,539,468 (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
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.
Page 6 of 6 Pages
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 14, 2001
--------------------------------
Date
/s/Mary Sue Robinson Morrill
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Signature
Mary Sue Robinson Morrill
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Name/Title