schoolspecial13d-06262012.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

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)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition

that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the

schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

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

*See Item 5

1 The percentages used herein and in the rest of this Schedule 13D/A are calculated based upon 18,880,335 shares of Common Stock outstanding as of April 28, 2012 as calculated based on information provided in the Issuer’s Form 8-K filed on June 14, 2012.

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

*See Item 5

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

*See Item 5

Explanatory Note

This Amendment No. 4 (this “Amendment”) reflects changes to the information in the Schedule 13D relating to the Common Stock of School Specialty, Inc. (the “Issuer”) filed November 7, 2005 by MSD Capital, L.P. and MSD SBI, L.P. with the Securities and Exchange Commission (the “Commission”), as amended and/or supplemented by Amendment No. 1 filed April 13, 2006, Amendment No. 2 filed June 22, 2006 and Amendment No. 3 filed November 28, 2011 (as amended, the “Schedule 13D”). Michael S. Dell joined as a reporting person beginning with Amendment No. 3. Each capitalized term used and not otherwise defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each item of the Schedule 13D remains unchanged.

Item 2. Identity and Background.

Items 2(a), (b), (c), and (f) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) The names of the persons filing this Amendment to Schedule 13D are MSD Capital, L.P., a Delaware limited partnership (“MSD Capital”), MSD SBI, L.P., a Delaware limited partnership (“MSD SBI”), and Michael S. Dell. MSD Capital, MSD SBI and Michael S. Dell are collectively referred to herein as the “Reporting Persons.” MSD SBI is the record and direct beneficial owner of the Common Stock covered by this statement. MSD Capital is the general partner of, and may be deemed to beneficially own securities owned by, MSD SBI. MSD Capital Management LLC, a Delaware limited liability company (“MSD Capital Management”), is the general partner of, and may be deemed to beneficially own securities owned by, MSD Capital. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities owned by, MSD Capital Management. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities owned by, MSD Capital Management. Each person other than the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

(b) The principal business address of MSD Capital, MSD SBI, MSD Capital Management and Messrs. Fuhrman, Phelan and Lisker is c/o MSD Capital, L.P., 645 Fifth Avenue, 21st Floor, New York, New York 10022. The principal business address of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682.

(c) The principal business of MSD SBI is purchasing, holding and selling securities for investment purposes. The principal business of MSD Capital is investment management. The principal business of MSD Capital Management is serving as the general partner of MSD Capital. The principal business of Messrs. Fuhrman, Phelan and Lisker is serving as managers of various investment entities. The principal business of Mr. Dell is serving as Chief Executive Officer and Chairman of the Board of Dell, Inc. The principal business addresses of these organizations and individuals are set forth in Item 2(b) above.

(f) Each of MSD Capital, MSD SBI and MSD Capital Management is organized under the laws of the State of Delaware, and each of Messrs. Dell, Fuhrman, Phelan and Lisker is a United States citizen.

Item 5. Interest in Securities of the Company.

Item 5 is hereby amended and restated in its entirety as follows:

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

(b) Number of shares as to which each Reporting Person has:

(i) sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

(ii) shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

(iii) sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

(iv) shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

(c) During the past sixty days, the Reporting Persons effected the following acquisition of shares of Common Stock in an open market transaction:

Date	Price	MSD Capital, L.P.	MSD SBI, L.P.	Michael S. Dell
06/22/12	$2.92	0	999,999	0

(d) Not applicable.

(e) Not applicable.

Item 7. Material to be filed as Exhibits.

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)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: June 26, 2012

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 99.2

JOINT FILING AGREEMENT

June 26, 2012

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

Date: June 26, 2012

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 INDEX

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)