SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
-
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)
*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
PAGE 2 OF 6 PAGES
SCHEDULE 13G
CUSIP NO. 807066105
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1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Richard Robinson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
a. |_|
b. |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 3,385,089
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 2,908,176
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 3,385,089
WITH
8 SHARED DISPOSITIVE POWER
2,908,176
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,293,265
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|X|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
PAGE 3 OF 6 PAGES
ITEM 1.
(a) NAME OF ISSUER
Scholastic Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
557 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
c/o Scholastic Inc.
557 Broadway
New York, NY 10012
(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, 2003)
(a) AMOUNT BENEFICIALLY OWNED
6,293,265
(see Note to Item 4(a))
PAGE 4 OF 6 PAGES
Note to
Item 4(A): Includes (A) 890,904 shares of Common Stock which are receivable
upon conversion of 890,904 shares of Class A Stock, par value $.01
per share, owned by Richard Robinson and (B) 102,194 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) 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 (D)
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.
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) 7,594 shares of Common
Stock for which Mr. Robinson is custodian under a separate custodial
account for one of his sons, (F) 20,959 shares of Common Stock with
respect to which Mr. Robinson had voting rights at December 31, 2003
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 1,020,002 shares of Common Stock. Does not include
310,224 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
15.6%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
3,385,089
ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
2,908,176
(see Note to Item 4(a))
PAGE 5 OF 6 PAGES
iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
3,385,089
iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
2,908,176
(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 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, 7,594 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
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
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 13, 2004
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Date
/s/Richard Robinson
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Signature
Richard Robinson
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Name/Title