UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7 )*
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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
(CUSIP Number)
DECEMBER 31,2005
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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-l(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(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 the
disclosures 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).
CUSIP No. 807066105
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
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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5. Sole Voting Power
0
Number of ------------------------------------------------------
Shares
Beneficially by Owned 6. Shared Voting Power
Owned by Each
Reporting Person 3,263,438
With: ------------------------------------------------------
7. Sole Dispositive Power
0
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8. Shared Dispositive Power
3,263,438
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,263,438
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [X]
11. Percent of Class Represented by Amount in Row (9)
7.97%
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12. Type of Reporting Person (See Instructions)
IN
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2
ITEM 1.
(a) Name of Issuer:
Scholastic Corporation
(b) Address of Issuer's Principal Executive Offices
557 Broadway
New York, NY 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 par value
(e) CUSIP Number
807066015
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.134-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
3,263,438 (see note to Item 4(a))
(b) Percent of class:
7.97%.
3
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
3,263,438 (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
3,263,438 (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 208,896 shares of Common Stock held in two trusts of
which Mr. Morrill is trustee, for the benefit of the children of Ms. Morrill and
of which Ms. Morrill has no voting or dispositive power and disclaims beneficial
ownership
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.
4
The Maurice R. Robinson Trust and the Morrill Children Trusts have
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).
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
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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, 2006
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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
6