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EXHIBIT 1.1
SCHOLASTIC CORPORATION
("COMPANY")
DEBT SECURITIES
TERMS AGREEMENT
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January 17, 2002
To: The Representatives of the Underwriters identified herein
Dear Sir:
The undersigned agrees to sell to the several Underwriters named below
for their respective accounts, on and subject to the terms and conditions of
the Underwriting Agreement filed as an exhibit to the Company's registration
statement on Form S-3 (No. 333-55238) ("UNDERWRITING AGREEMENT"), the
following securities ("OFFERED SECURITIES") on the following terms:
TITLE: 5.750% Notes Due January 15, 2007.
PRINCIPAL AMOUNT: $300,000,000.
INTEREST: 5.750% per annum, from January 23, 2002, payable semiannually
on January 15, and July 15, commencing July 15, 2002, to holders of record
on the preceding January 1 or July 1, as the case may be.
MATURITY: January 15, 2007.
OPTIONAL REDEMPTION: The Company may at any time, at its option, redeem
all or any portion of the Offered Securities, as set forth in more detail
under the caption "Optional Redemption" in the prospectus supplement.
SINKING FUND: None.
LISTING: None.
DELAYED DELIVERY CONTRACTS: None.
PURCHASE PRICE; 98.971% of principal amount, plus accrued interest, if
any, from January 23, 2002.
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EXPECTED REOFFERING PRICE: 99.571% of principal amount, subject to
change by the Representatives.
CLOSING: 9:30 A.M. on January 23, 2002, at Sullivan & Cromwell, 125
Broad Street, New York, NY 10004, in Federal (same day) funds.
SETTLEMENTS AND TRADING: Book-Entry Only via DTC.
BLACKOUT: For a period beginning at the date of this Agreement and
ending at the later of the Closing Date or the lifting of trading
restrictions by the Representatives.
NAMES AND ADDRESS OF THE REPRESENTATIVES:
Credit Suisse First Boston Corporation Salomon Smith Barney Inc.
Eleven Madison Avenue 388-390 Greenwich Street
New York, NY 10010-3629 New York, NY 10013
The respective principal amounts of the Offered Securities to be
purchased by each of the Underwriters are set forth opposite their
names in Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by any Underwriter for use in the
Prospectus consists of the following information in the Prospectus
furnished on behalf of each Underwriter: the third paragraph under
the caption "Underwriting" in the prospectus supplement.
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If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company
and the several Underwriters in accordance with its terms.
Very truly yours,
SCHOLASTIC CORPORATION
By: /s/ Charles Deull
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Name: Charles Deull
Title: Senior Vice President
& General Counsel
The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written
CREDIT SUISSE FIRST BOSTON CORPORATION
SALOMON SMITH BARNEY INC.
Acting on behalf of themselves and as the
Representatives of the several Underwriters.
By: Credit Suisse First Boston Corporation
By /s/ Gregory R. Miller
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Name: Gregory R. Miller
Title: Managing Director
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SCHEDULE A
PRINCIPAL
UNDERWRITER AMOUNT
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Credit Suisse First Boston Corporation $120,000,000
Salomon Smith Barney Inc. 90,000,000
Deutsche Banc Alex. Brown Inc. 22,500,000
Fleet Securities, Inc. 22,500,000
J.P. Morgan Securities Inc. 22,500,000
SunTrust Capital Markets, Inc. 22,500,000
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Total $300,000,000
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