EXHIBIT 99.1
CONTACT: Media: Judy Corman 212-343-6833
Investors: Ray Marchuk 212-343-6741
SCHOLASTIC FILES ANNUAL REPORT AND UNQUALIFIED CEO AND CFO
CERTIFICATIONS WITH SEC
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New York, N.Y., August 22, 2002-- Scholastic Corporation (NMS: SCHL)
announced that it filed with the Securities and Exchange Commission today its
Annual Report on Form 10-K for the fiscal year ended May 31, 2002, and that
Richard Robinson, the Chief Executive Officer of Scholastic, and Kevin J.
McEnery, Scholastic's Chief Financial Officer, had signed unqualified
certificates attesting to the accuracy of the Form 10-K. Scholastic's
deadline for filing its Form 10-K and the certifications was August 29, 2002.
Mr. Robinson and Mr. McEnery also submitted to the SEC today a signed
certificate regarding Scholastic's Form 10-K in accordance with the new
requirements of the Sarbanes-Oxley Act, which was enacted July 30, 2002.
Together, these documents fulfill all the currently applicable certification
requirements of the SEC and the Sarbanes-Oxley Act of 2002.
Copies of these certifications are attached to this press release and can also
be viewed on the Scholastic website, www.scholastic.com.
Scholastic (Nasdaq: SCHL - NEWS) is the world's largest publisher and
distributor of children's books. As a global children's publishing and media
company serving the needs of parents, teachers, and children, Scholastic
provides proprietary book and software distribution through school book clubs,
school book fairs and to classrooms, as well as through the retail trade. Since
1920, Scholastic has created quality educational materials for schools and has
expanded its reach to include the distribution of books, software, toys, online
learning services and television programming directly to the home. Scholastic is
the leading print and online publisher of children's reference materials and the
leader in children's direct-to-home book clubs. Internationally, Scholastic
operates wholly owned companies in Argentina, Australia, Canada, Hong Kong,
India, Indonesia, Ireland, Malaysia, Mexico, New Zealand, The Philippines,
Singapore, Taiwan, Thailand and the United Kingdom. The U.S. Scholastic Web site
http://www.scholastic.com is a leading provider of educational services online
for parents, teachers and children.
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE
ACT FILINGS
I, Richard Robinson, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Scholastic Corporation, and, except as corrected or
supplemented in a subsequent covered report:
- no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
- no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the
period covered by such report (or in the case of a report on Form
8-K or definitive proxy materials, as of the date on which it was
filed).
(2) I have reviewed the contents of this statement with the Company's
audit committee
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
- the Annual Report on Form 10-K for the fiscal year ended May 31,
2002 of Scholastic Corporation.
- all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Scholastic Corporation filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
/s/ Richard Robinson Subscribed and sworn to
Richard Robinson before me this 22nd day of
August 22, 2002 August 2002.
/s/ Delilah Soto
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Notary Public
My Commission Expires: 3/6/03
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE
ACT FILINGS
I, Kevin J. McEnery, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Scholastic Corporation, and, except as corrected or
supplemented in a subsequent covered report:
- no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
- no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the
period covered by such report (or in the case of a report on Form
8-K or definitive proxy materials, as of the date on which it was
filed).
(2) I have reviewed the contents of this statement with the Company's
audit committee
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
- the Annual Report on Form 10-K for the fiscal year ended May 31,
2002 of Scholastic Corporation.
- all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Scholastic Corporation filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
/s/ Kevin J. McEnery Subscribed and sworn to
Kevin J. McEnery before me this 22nd day of
August 22, 2002 August 2002.
/s/ Delilah Soto
------------------------
Notary Public
My Commission Expires: 3/6/03
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
WITH RESPECT TO THE ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED MAY 31, 2002
OF SCHOLASTIC CORPORATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a)
and (b) of section 1350, chapter 63 of title 18, United States Code), each of
the undersigned officers of Scholastic Corporation, a Delaware corporation (the
"Company"), does hereby certify to the best of such officer's knowledge, that:
1. The Company's Annual Report on Form 10-K for the year ended May 31,
2002 (the "Form 10-K") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
2. Information contained in the Form 10-K fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: August 22, 2002 /s/ Richard Robinson
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Richard Robinson
Chief Executive Officer
Dated: August 22, 2002 /s/ Kevin J. McEnery
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Kevin J. McEnery
Chief Financial Officer
The certification set forth above is being furnished solely pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of
the Form 10-K or as a separate disclosure document of the Company or the
certifying officers.