UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

SCHOOL SPECIALTY, INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

807864103
(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 10, 2016

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

¹              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 disclosures provided in a prior cover page.

The information required on 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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 4.                    Purpose of Transaction.

Item 4 is hereby amended to add the following:

On February 10, 2016, Steel Holdings delivered a letter to the Issuer expressing its interest in acquiring all the outstanding Shares of the Issuer, or at a minimum 80% ownership if current shareholders would like to continue as owners, through an affiliated entity, for an all-cash purchase price of $75.00 per Share. The proposal provides that any transaction would be subject to completion of confirmatory due diligence, negotiation and execution of a merger agreement containing customary terms and conditions for a transaction of this type and size, and other customary conditions. Steel Holdings indicated that it is prepared to move expeditiously and cooperatively to complete a transaction. The foregoing description of Steel Holdings’ proposal letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the letter, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 7.                    Material to be filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1     Letter from Steel Partners Holdings L.P. to School Specialty, Inc., dated February 10, 2016.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Exhibit 99.1

Steel Partners Holdings L.P.

590 Madison Avenue

Floor 32

New York, NY 10022

February 9, 2016

James Henderson

Chairman

School Specialty, Inc.

W6316 Design Drive

Greenville, WI 54942

Re: Proposal to Purchase School Specialty, Inc.

Dear Jim:

As you know, we have been a significant stakeholder in School Specialty, Inc. (“SSI” or the “Company”) for many years and the second largest shareholder since its emergence from bankruptcy in June 2013. While the Company’s performance has improved, we believe its prospects for continued growth are hindered as a public company, as evidenced by its poor stock performance. We believe the Company would perform better and more cost effectively as a privately held entity. Accordingly, we hereby express our interest in buying the balance of the Company or, if current shareholders would like to continue as owners, at least 80% ownership at a price of $75.00 per share in cash through an affiliated entity. We would plan on retaining management and providing a new meaningful long- and short-term incentive program. We have heard from a large percentage of SSI shareholders that they seek liquidity for their shares, and so we believe they will be receptive to a going-private process.

Steel Partners has been in business for 25 years and is a long-term investor and operator of a variety of businesses, including Handy & Harman Ltd. (NASDAQ: HNH), Steel Excel, Inc. (NASDAQ: SXCL), WebBank (Private), API Group Holdings plc (Private), Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD), and others. We utilize the Steel Partners Business System in our companies, which includes implementing lean manufacturing and other operational excellence tools, while our Purchasing Counsel leverages the purchasing power of all our businesses to improve costs, and our IT Council leverages best practices in IT throughout our portfolio companies.

We are prepared to move expeditiously and cooperatively to complete a transaction. While we have enough cash on hand to complete the transaction, we intend to pursue reasonable financing for the transaction. We are highly confident, based upon our existing banking relationships, that we would be able to obtain any necessary financing commitments no later than the signing of the definitive merger agreement. Although we have performed due diligence based on available information, we would like to commence confirmatory due diligence as soon as possible, and we would expect to enter into a customary confidentiality agreement. We are committed to allocating the requisite resources and have a full team of business, legal and accounting advisors to promptly complete our due diligence. This is a nonbinding indication of interest, and any transaction would be subject to completion of our confirmatory due diligence, negotiation and execution of a merger agreement containing customary terms and conditions for a transaction of this type and size, and other customary conditions.

I look forward to hearing from you as soon as possible.

Sincerely,

/s/ Jack L. Howard

President