0000929638-12-000571.txt : 20120611 0000929638-12-000571.hdr.sgml : 20120611 20120611164716 ACCESSION NUMBER: 0000929638-12-000571 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120611 DATE AS OF CHANGE: 20120611 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHOOL SPECIALTY INC CENTRAL INDEX KEY: 0001055454 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 390971239 STATE OF INCORPORATION: WI FISCAL YEAR END: 0424 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-55741 FILM NUMBER: 12900962 BUSINESS ADDRESS: STREET 1: W6316 DESIGN DRIVE CITY: GREENVILLE STATE: WI ZIP: 54942 BUSINESS PHONE: (920) 734-5712 MAIL ADDRESS: STREET 1: P.O. BOX 1579 CITY: APPLETON STATE: WI ZIP: 54912-1579 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LaGrange Capital Administration, L.L.C. CENTRAL INDEX KEY: 0001353724 IRS NUMBER: 731713931 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 218-5154 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sc13g.htm sc13g.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  ___)*
 

School Specialty, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

 
807863105
 
(CUSIP Number)

May 30, 2012
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 [  ]           Rule 13d-1(b)
 
 [x]           Rule 13d-1(c)
 
 [  ]           Rule 13d-1(d)
 
*           The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.  Beneficial ownership information contained herein is given as of the date listed above.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 

 
CUSIP No. 807863105


1
Names of Reporting Persons.
LaGrange Capital Partners, L.P.
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
747,213
6    Shared Voting Power
 
0
7    Sole Dispositive Power
 
747,213
8    Shared Dispositive Power
 
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
747,213
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
11
Percent of Class Represented by Amount in Row (9)
 
3.9%
12
Type of Reporting Person (See Instructions)
 
PN


 
 

 
CUSIP No. 807863105
 


1
Names of Reporting Persons.
Lagrange Capital Management, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
747,213
6    Shared Voting Power
 
0
7    Sole Dispositive Power
 
747,213
8    Shared Dispositive Power
 
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
747,213
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
11
Percent of Class Represented by Amount in Row (9)
 
3.9%
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)


 
 

 
CUSIP No. 807863105
 
 
1
Names of Reporting Persons.
LaGrange Capital Partners Offshore Fund, Ltd.
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
Cayman Islands

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
206,598
6    Shared Voting Power
 
0
7    Sole Dispositive Power
 
206,598
8    Shared Dispositive Power
 
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
206,598
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
11
Percent of Class Represented by Amount in Row (9)
 
1.1%
12
Type of Reporting Person (See Instructions)
 
CO


 
 

 
CUSIP No. 807863105
 


 
1
Names of Reporting Persons.
LaGrange Capital Administration, L.L.C.
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
 
4
Citizenship or Place of Organization.
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
953,811
6    Shared Voting Power
 
0
7    Sole Dispositive Power
 
953,811
8    Shared Dispositive Power
 
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
953,811
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
11
Percent of Class Represented by Amount in Row (9)
 
5.0%
12
Type of Reporting Person (See Instructions)
 
IA, OO (Limited Liability Company)


 
 

 
CUSIP No. 807863105
 


 
1
Names of Reporting Persons.
Frank LaGrange Johnson
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
U.S. Citizen

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
969,061
6    Shared Voting Power
 
0
7    Sole Dispositive Power
 
969,061
8    Shared Dispositive Power
 
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
969,061
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
11
Percent of Class Represented by Amount in Row (9)
 
5.1%
12
Type of Reporting Person (See Instructions)
IN


 
 

 
CUSIP No. 807863105
 

SCHEDULE 13G
 
Item 1 (a)
Name of Issuer
 
School Specialty, Inc.
 
Item 1 (b)
Address of Issuer’s Principal Executive Offices
 
W6316 Design Drive
Greenville, Wisconsin 54942

Item 2 (a)
Name of Person Filing
 
This Schedule 13G is filed by LaGrange Capital Partners, L.P., a Delaware limited partnership (“Capital Partners”), LaGrange Capital Partners Offshore Fund, Ltd., a Cayman Islands corporation (“Capital Partners Offshore Fund”),  LaGrange Capital Management, LLC, a Delaware limited liability company (“Capital Management”), LaGrange Capital Administration, L.L.C., a Delaware limited liability company (“Capital Administration”) and Frank LaGrange Johnson.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
 
   
Item 2 (b)
Address of Principal Business Office or, if none, Residence
 
The principal business office of each of the Reporting Persons is 570 Lexington Avenue, 27th Floor, New York, New York 10022.
   
Item 2 (c)
Citizenship
 
Capital Partners, Capital Management and Capital Administration are organized under the laws of the State of Delaware.  Capital Partners Offshore Fund is organized under the laws of the Cayman Islands.  Frank LaGrange Johnson is a citizen of the United States of America.
   
Item 2 (d)
Title of Class of Securities
 
Common Stock, par value $0.001 per share (the “Common Stock”)
   
Item 2 (e)
CUSIP Number
 
807863105

Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act;
 
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
 
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
 
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 
Item 4
Ownership
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
 
(a)
Amount Beneficially Owned **
     
Capital Partners – 747,213 shares
Capital Partners Offshore Fund – 206,598 shares
Capital Management – 747,213 shares
Capital Administration – 953,811 shares
Frank LaGrange Johnson – 969,061 shares
 
 
(b)
Percent of Class **
     
Capital Partners – 3.9%
Capital Partners Offshore Fund – 1.1%
Capital Management – 3.9%
Capital Administration – 5.0%
Frank LaGrange Johnson – 5.1%
 
 
(c)
Number of shares as to which such person has:
 
     
(i)
sole power to vote or to direct the vote **
       
Capital Partners – 747,213 shares
Capital Partners Offshore Fund – 206,598 shares
Capital Management – 747,213 shares
Capital Administration – 953,811 shares
Frank LaGrange Johnson – 969,061 shares
 
     
(ii)
shared power to vote or to direct the vote **
       
Capital Partners – 0 shares
Capital Partners Offshore Fund – 0 shares
Capital Management – 0 shares
Capital Administration – 0 shares
Frank LaGrange Johnson – 0 shares
 
     
(iii)
Sole power to dispose or to direct the disposition of **
       
Capital Partners – 747,213 shares
Capital Partners Offshore Fund – 206,598 shares
Capital Management – 747,213 shares
Capital Administration – 953,811 shares
Frank LaGrange Johnson – 969,061 shares
 
     
(iv)
shared power to dispose or to direct the disposition of **
       
Capital Partners – 0 shares
Capital Partners Offshore Fund – 0 shares
Capital Management – 0 shares
Capital Administration – 0 shares
Frank LaGrange Johnson – 0 shares
 
**
Capital Management is the general partner of Capital Partners.  Capital Administration is the investment manager of Capital Partners and Capital Partners Offshore Fund.  Frank LaGrange Johnson is the managing member of each of Capital Management and Capital Administration.  By virtue of these relationships, Capital Management may be deemed to beneficially own the above-referenced shares of Common Stock owned directly by Capital Partners, Capital Administration may be deemed to beneficially own the above-referenced shares of Common Stock owned directly by Capital Partners and Capital Partners Offshore Fund, and Frank LaGrange Johnson may be deemed to beneficially own the above-referenced shares of Common Stock owned directly by each of Capital Partners and Capital Partners Offshore Fund, and additional shares owned by Mr. Johnson and his spouse.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 5
Ownership of Five Percent or Less of a Class
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not applicable.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group
 
 
Not applicable.
 
Item 9
Notice of Dissolution of Group
 
 
Not applicable.
 
Item 10
Certification
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 

 
CUSIP No. 807863105
 

SIGNATURE
 
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 11, 2012
 
LaGrange Capital Partners, L.P.
 
By: LaGrange Capital Management, LLC
       its Investment Manager
 
By:  /s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson,
its Managing Member
 
 
LaGrange Capital Management, LLC
 
By:  /s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson,
its Managing Member
 
 
LaGrange Capital Partners Offshore Fund, Ltd.
 
By: LaGrange Capital Administration, L.L.C.
       its Investment Manager
 
By:  /s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson,
its Managing Member
 
 
LaGrange Capital Administration, L.L.C.
 
By:  /s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson,
its Managing Member
 
 
/s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson, individually

 
 

 
CUSIP No. 807863105
 

EXHIBIT INDEX

Exhibit No.                           Description

Exhibit 99.1                           Joint Filing Agreement by and among the Reporting Persons.
 

 

EX-99.1 2 exh99.htm exh99.htm

Exhibit 99.1
 
JOINT FILING AGREEMENT
 

 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated June 11, 2012 (including amendments thereto) with respect to the Common Stock of School Specialty, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated: June 11, 2012
 
 
LaGrange Capital Partners, L.P.
 
By: LaGrange Capital Management, LLC
       its Investment Manager
 
By:  /s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson,
its Managing Member
 
 
LaGrange Capital Management, LLC
 
By:  /s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson,
its Managing Member
 
 
LaGrange Capital Partners Offshore Fund, Ltd.
 
By: LaGrange Capital Administration, L.L.C.
       its Investment Manager
 
By:  /s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson,
its Managing Member
 
 
LaGrange Capital Administration, L.L.C.
 
By:  /s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson,
its Managing Member
 
 
/s/ Frank LaGrange Johnson                                                                
Frank LaGrange Johnson, individually