Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 40 199K
Business-Combination Transaction
2: EX-1.1 Underwriting Agreement 17 90K
3: EX-4.1 Instrument Defining the Rights of Security Holders 90 351K
4: EX-4.2 Instrument Defining the Rights of Security Holders 22 89K
5: EX-4.3 Instrument Defining the Rights of Security Holders 6 27K
6: EX-5.1 Opinion re: Legality 2 15K
7: EX-12.1 Statement re: Computation of Ratios 2± 12K
8: EX-23.2 Consent of Experts or Counsel 1 7K
9: EX-25.1 Statement re: Eligibility of Trustee 3 14K
10: EX-99.1 Miscellaneous Exhibit 2 14K
11: EX-99.2 Miscellaneous Exhibit 16 84K
12: EX-99.3 Miscellaneous Exhibit 5 21K
13: EX-99.4 Miscellaneous Exhibit 2 14K
14: EX-99.5 Miscellaneous Exhibit 2 11K
15: EX-99.6 Miscellaneous Exhibit 2 11K
16: EX-99.7 Miscellaneous Exhibit 9 34K
EX-99.4 — Miscellaneous Exhibit
| EX-99.4 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 99.4
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
5% NOTES DUE 2013
OF
SCHOLASTIC CORPORATION
TO REGISTERED HOLDER:
The undersigned hereby acknowledges receipt of the Prospectus dated April
, 2003 (the "Prospectus") of Scholastic Corporation (the "Company") and
accompanying Letter of Transmittal (the "Letter of Transmittal") that together
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of 5% Notes Due 2013 registered under the Securites Act of
1933, as amended (the "Securities Act") (the "New Notes"), of the Company for
each $1,000 principal amount of outstanding unregistered 5% Notes Due 2013 (the
"Old Notes") of the Company. Capitalized terms used but not defined have the
meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the Old Notes held by you
for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (fill in amount): $____________
With respect to the Exchange Offer, the undersigned hereby instructs you
(check one of the following boxes):
[ ] To TENDER the following Old Notes held by you for the account of the
undersigned
(insert principal amount of Old Notes to be tendered (if any)):
$____________ of Old Notes.*
or
[ ] NOT to TENDER any Old Notes held by you for the account of the undersigned.
* New Notes and the untendered portion of Old Notes must be in minimum
denominations of integral multiples of $1,000. Unless otherwise indicated,
it will be assumed that the entire principal amount of Old Notes held by us
for your account are to be tendered.
If the undersigned instructs you to tender Old Notes held by you for the
account of the undersigned, it is understood that you are authorized to make on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations that (i) the New Notes
to be acquired pursuant to the Exchange Offer will be acquired in the ordinary
course of business of the person acquiring the New Notes, whether or not such
person is the undersigned, (ii) neither the undersigned nor any person receiving
any New Notes directly or indirectly from the undersigned pursuant to the
Exchange Offer (if not a broker-dealer referred to in the last sentence of this
paragraph) is engaging or intends to engage in the distribution of the New Notes
and none of them have any arrangement or understanding with any person to
participate in the distribution of the New Notes, (iii) the undersigned and each
person receiving any New Notes directly or indirectly from the undersigned
pursuant to the Exchange Offer acknowledge and agree that any person
participating in the Exchange Offer for the purpose of distributing the New
Notes (x) must comply with the registration and prospectus delivery requirements
of the Securities Act in connection with a secondary resale transaction of the
New Notes acquired by such person and (y) cannot rely on the position of the
staff of the Securities and Exchange
Commission (the "Commission") set forth in the Exxon Capital Holdings
Corporation no-action letter (available May 13, 1988) or similar letters,
(iv) the undersigned and each person receiving any New Notes directly or
indirectly from the undersigned pursuant to the Exchange Offer understand that a
secondary resale transaction described in clause (iii) above should be covered
by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K of the
Commission and (v) neither the undersigned nor any person receiving any New
Notes directly or indirectly from the undersigned pursuant to the Exchange Offer
is an "affiliate" of the Company, as defined under Rule 405 under the Securities
Act. If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes that were acquired as a result of market
making or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such New Notes received in respect of such Old Notes pursuant to the
Exchange Offer; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
[Download Table]
SIGN HERE
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SIGNATURE(S) OF OWNER(S))
Date:
MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OLD NOTES EXACTLY AS NAME(S)
APPEAR(S) ON CERTIFICATE(S) REPRESENTING THE OLD NOTES OR ON A SECURITY POSITION
LISTING OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED OLD NOTE HOLDER(S) BY
CERTIFICATES AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY TRUSTEES,
EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS OF
CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE
PROVIDE THE FOLLOWING INFORMATION.
[Download Table]
Name(s):
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(PLEASE PRINT)
Capacity (Full Title):
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Address:
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(INCLUDE ZIP CODE)
[Enlarge/Download Table]
Area Code and Telephone Number:
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Tax Identification or Social Security
Number(s):
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The method of delivery of this document is at the option and risk of the
tendering holder of Old Notes. In all cases, sufficient time should be allowed
for delivery.
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