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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 18, 2002
SCHOLASTIC CORPORATION
(Exact name of registrant as specified in its charter)
0-19860
Commission File Number
DELAWARE 13-3385513
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization
557 BROADWAY, NEW YORK, NEW YORK 10012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 343-6100
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SCHOLASTIC CORPORATION
CURRENT REPORT ON FORM 8-K, DATED January 18, 2002
ITEM 5. OTHER EVENTS
On January 17, 2002, Scholastic Corporation (the "Company") entered into a Terms
Agreement attached hereto as Exhibit 1.1 relating to a public offering of $300
million aggregate principal amount of its 5 3/4% Notes due January 15, 2007 (the
"Notes") under its Registration Statement on Form S-3 (no. 333-55238), filed
with the Securities and Exchange Commission on February 8, 2001, a prospectus
dated February 28, 2001 and the related prospectus supplement dated January 17,
2002. The Notes will bear interest at 5 3/4% and will mature on January 15,
2007. The general terms and conditions of the Notes and related matters are set
forth in the Senior Debt Indenture dated January 18, 2002 between the Company
and Citibank, N.A., as Trustee, which agreement is filed as Exhibit 4.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS
Exhibit No. Description
1.1 Terms Agreement, dated January 17, 2002, between Scholastic Corporation
and Credit Suisse First Boston Corporation and Salomon Smith Barney
Inc. as representatives of the several underwriters named therein.
4.1 Senior Debt Indenture, dated January 18, 2002, between Scholastic
Corporation and Citibank, N.A., as Trustee.
5 Opinion and Consent of Coudert Brothers LLP.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Coudert Brothers LLP (included in Exhibit 5).
99.1 Press Release of Scholastic Corporation, dated January 17, 2002.
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SCHOLASTIC CORPORATION
CURRENT REPORT ON FORM 8-K, DATED January 18, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCHOLASTIC CORPORATION
(Registrant)
Date: January 18, 2002 /s/ Charles B. Deull
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Name: Charles B. Deull
Title: Senior Vice President, General
Counsel and Corporate Secretary
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SCHOLASTIC CORPORATION
CURRENT REPORT ON FORM 8-K, DATED January 18, 2002
EXHIBIT INDEX
PAGE NUMBER IN
SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT NUMBERED COPY
- -------------- ----------------------- ---------------
1.1 Terms Agreement, dated January 17, 2002, E-1
between Scholastic Corporation and Credit
Suisse First Boston Corporation and Salomon
Smith Barney Inc. as representatives of the
several underwriters named therein.
4.1 Senior Debt Indenture, dated January 18, 2002, E-2
between Scholastic Corporation and Citibank,
N.A., as Trustee.
5 Opinion and Consent of Coudert Brothers LLP. E-3
12 Computation of Ratio of Earnings to Fixed E-4
Charges.
23.1 Consent of Coudert Brothers LLP (included in E-5
Exhibit 5).
99.1 Press Release of Scholastic Corporation, dated E-6
January 17, 2002.
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