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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-L(B), (C) AND (D) AND AMENDMENTS THERETO
FILED PURSUANT TO 13D-2
(AMENDMENT NO._5_)*
SCHOLASTIC CORP.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
80706610
(CUSIP Number)
DECEMBER 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-l(b)
[ ] Rule 13d-l(c)
[ ] Rule 13d-l(d)
* 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).
SCHEDULE 13G
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CUSIP NO. 80706610 PAGE 2 of 4 PAGES
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NAME OF REPORTING PERSON
1 SS. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Massachusetts Financial Services Company ("MFS")
I.R.S. Identification No.: 04-2747644
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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5 SOLE VOTING POWER
NUMBER OF
SHARES 2,115,025
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BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
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PERSON
WITH 7 SOLE DISPOSITIVE POWER
2,115,025
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,115,025
shares of common stock of which shares are also beneficially owned by
certain other non-reporting entities as well as MFS.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.65% (See Note 1)
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12 TYPE OF REPORTING PERSON
IA
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Note 1 - This Percentage is based on 37,459,860 shares of Common Stock
outstanding as of September 30, 2002.
SCHEDULE 13G
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CUSIP NO. 80706610 PAGE 3 of 4 PAGES
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ITEM 1(A). NAME OF ISSUER:
See Cover Page.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
557 Broadway, New York, NY 10012
ITEM 2(A). NAME OF PERSON FILING:
See Item 1 on Page 1.
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICES OR, IF NONE, RESIDENCE:
500 Boylston Street, Boston, MA 02116
ITEM 2(C). CITIZENSHIP:
See Item 4 on Page 2
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
See Cover Page
ITEM 2(E). CUSIP NUMBER:
See Cover Page
ITEM 3.
See Item 12 on Page 2.
ITEM 4. OWNERSHIP:
The information in Items 5-11 on the cover page (page 2) of this Schedule
13G is incorporated by reference.
SCHEDULE 13G
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CUSIP NO. 80706610 PAGE 4 OF 4 PAGES
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
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.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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: January 21, 2003
Massachusetts Financial Services Company
By: /s/ STEVEN E. CAVAN
------------------------------------
Steven E. Cavan
Senior Vice President, Secretary and General Counsel
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION. INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).