SCHOOL SPECIALTY, INC.
|
(Name of Issuer)
|
Common Stock |
(Title of Class of Securities) |
807863105 |
(CUSIP Number) |
Alan L. Dye
C. Alex Bahn
Hogan Lovells US LLP
555 13th Street, NW
Washington, DC 20004
202-637-5600
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
June 22, 2012
|
(Date of Event Which Requires Filing of this Statement)
|
SCHEDULE 13D |
CUSIP NO. 807863105
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
MSD Capital, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)o
(b)x
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
|
||||
AF
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|||
-0-
|
|||||
8
|
SHARED VOTING POWER*
|
||||
2,884,499
|
|||||
9
|
SOLE DISPOSITIVE POWER*
|
||||
-0-
|
|||||
10
|
SHARED DISPOSITIVE POWER
2,884,499
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,884,499
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED IN ROW (11)*
|
||||
15.28%1
|
|||||
14
|
TYPE OF REPORTING PERSON
|
||||
PN
|
SCHEDULE 13D |
CUSIP NO. 807863105
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
MSD SBI, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)o
(b)x
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
|
||||
WC
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|||
-0-
|
|||||
8
|
SHARED VOTING POWER*
|
||||
2,884,499
|
|||||
9
|
SOLE DISPOSITIVE POWER*
|
||||
-0-
|
|||||
10
|
SHARED DISPOSITIVE POWER
2,884,499
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,884,499
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED IN ROW (11)*
|
||||
15.28%1
|
|||||
14
|
TYPE OF REPORTING PERSON
|
||||
PN
|
SCHEDULE 13D |
CUSIP NO. 807863105
|
|||||
1
|
NAMES OF REPORTING PERSONS
|
||||
Michael S. Dell
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)o
(b)x
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
|
||||
AF
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
United States
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER*
|
|||
-0-
|
|||||
8
|
SHARED VOTING POWER*
|
||||
2,884,499
|
|||||
9
|
SOLE DISPOSITIVE POWER*
|
||||
-0-
|
|||||
10
|
SHARED DISPOSITIVE POWER
2,884,499
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
2,884,499
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|||
13
|
PERCENT OF CLASS REPRESENTED IN ROW (11)*
|
||||
15.28%1
|
|||||
14
|
TYPE OF REPORTING PERSON
|
||||
IN
|
Date | Price | MSD Capital, L.P. | MSD SBI, L.P. | Michael S. Dell |
06/22/12 | $2.92 | 0 | 999,999 | 0 |
Exhibit
|
Description of Exhibit
|
|||
24.1
|
Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the Common Stock of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell with the Commission)
|
|||
99.1
|
Agreement, dated as of April 11, 2006, by and between School Specialty, Inc., a Wisconsin corporation, and MSD Capital, L.P., a Delaware limited partnership, together with certain of its affiliates (incorporated herein by reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D relating to the Common Stock of the Issuer filed April 13, 2006 by the Reporting Persons with the Commission)
|
|||
99.2
|
Joint Filing Agreement (furnished herewith)
|
MSD CAPITAL, L.P. |
By: MSD Capital Management LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager and General Counsel |
MSD SBI, L.P. |
By: MSD Capital, L.P. |
Its: General Partner |
By: MSD Capital Management LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager and General Counsel |
MICHAEL S. DELL |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Attorney-in-Fact |
MSD CAPITAL, L.P. |
By: MSD Capital Management LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager and General Counsel |
MSD SBI, L.P. |
By: MSD Capital, L.P. |
Its: General Partner |
By: MSD Capital Management LLC |
Its: General Partner |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Manager and General Counsel |
MICHAEL S. DELL |
By: /s/ Marc R. Lisker |
Name: Marc R. Lisker |
Title: Attorney-in-Fact |
Exhibit
|
Description of Exhibit
|
|||
24.1
|
Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the Common Stock of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell with the Commission)
|
|||
99.1
|
Agreement, dated as of April 11, 2006, by and between School Specialty, Inc., a Wisconsin corporation, and MSD Capital, L.P., a Delaware limited partnership, together with certain of its affiliates (incorporated herein by reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D relating to the Common Stock of the Issuer filed April 13, 2006 by the Reporting Persons with the Commission)
|
|||
99.2
|
Joint Filing Agreement (furnished herewith)
|