UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
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School Specialty, Inc.
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Common Stock, $0.001 par value
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807863105
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December 31, 2012
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
LaGrange Capital Partners, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
0
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type of Reporting Person (See Instructions)
PN
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1
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Names of Reporting Persons.
Lagrange Capital Management, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
0
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
LaGrange Capital Partners Offshore Fund, Ltd.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
0
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type of Reporting Person (See Instructions)
CO
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1
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Names of Reporting Persons.
LaGrange Capital Administration, L.L.C.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
0
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type of Reporting Person (See Instructions)
IA, OO (Limited Liability Company)
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1
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Names of Reporting Persons.
Frank LaGrange Johnson
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
U.S. Citizen
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0
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6 Shared Voting Power
0
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0%
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12
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Type of Reporting Person (See Instructions)
IN
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Item 1 (a)
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Name of Issuer
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School Specialty, Inc.
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Item 1 (b)
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Address of Issuer’s Principal Executive Offices
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W6316 Design Drive
Greenville, Wisconsin 54942
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Item 2 (a)
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Name of Person Filing
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This Amendment No. 1 to 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.”
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Item 2 (b)
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Address of Principal Business Office or, if none, Residence
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The principal business office of each of the Reporting Persons is 570 Lexington Avenue, 27th Floor, New York, New York 10022.
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Item 2 (c)
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Citizenship
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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.
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Item 2 (d)
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Title of Class of Securities
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Common Stock, par value $0.001 per share (the “Common Stock”)
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Item 2 (e)
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CUSIP Number
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807863105
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Item 3
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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:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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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);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4
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Ownership:
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(a)
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Amount Beneficially Owned
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Capital Partners – 0 shares
Capital Partners Offshore Fund – 0 shares
Capital Management – 0 shares
Capital Administration – 0 shares
Frank LaGrange Johnson – 0 shares
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(b)
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Percent of Class
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Capital Partners – 0%
Capital Partners Offshore Fund – 0%
Capital Management – 0%
Capital Administration – 0%
Frank LaGrange Johnson – 0%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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Capital Partners – 0 shares
Capital Partners Offshore Fund – 0 shares
Capital Management – 0 shares
Capital Administration – 0 shares
Frank LaGrange Johnson – 0 shares
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(ii)
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shared power to vote or to direct the vote
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Capital Partners – 0 shares
Capital Partners Offshore Fund – 0 shares
Capital Management – 0 shares
Capital Administration – 0 shares
Frank LaGrange Johnson – 0 shares
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(iii)
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Sole power to dispose or to direct the disposition of
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Capital Partners – 0 shares
Capital Partners Offshore Fund – 0 shares
Capital Management – 0 shares
Capital Administration – 0 shares
Frank LaGrange Johnson – 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Capital Partners – 0 shares
Capital Partners Offshore Fund – 0 shares
Capital Management – 0 shares
Capital Administration – 0 shares
Frank LaGrange Johnson – 0 shares
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Item 5
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Ownership of Five Percent or Less of a Class
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement by and among the Reporting Persons.
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LaGrange Capital Partners, L.P.
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By: LaGrange Capital Management, LLC,
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its General Partner
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By: /s/ Frank LaGrange Johnson
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Frank LaGrange Johnson,
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its Managing Member
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LaGrange Capital Management, LLC
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By: /s/ Frank LaGrange Johnson
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Frank LaGrange Johnson,
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its Managing Member
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LaGrange Capital Partners Offshore Fund, Ltd.
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By: LaGrange Capital Administration, L.L.C.,
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its Investment Manager
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By: /s/ Frank LaGrange Johnson
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Frank LaGrange Johnson,
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its Managing Member
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LaGrange Capital Administration, L.L.C.
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By: /s/ Frank LaGrange Johnson
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Frank LaGrange Johnson,
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its Managing Member
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/s/ Frank LaGrange Johnson
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Frank LaGrange Johnson, Individually
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LaGrange Capital Partners, L.P.
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By: LaGrange Capital Management, LLC,
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its General Partner
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By: /s/ Frank LaGrange Johnson
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Frank LaGrange Johnson,
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its Managing Member
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LaGrange Capital Management, LLC
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By: /s/ Frank LaGrange Johnson
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Frank LaGrange Johnson,
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its Managing Member
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LaGrange Capital Partners Offshore Fund, Ltd.
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By: LaGrange Capital Administration, L.L.C.,
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its Investment Manager
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By: /s/ Frank LaGrange Johnson
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Frank LaGrange Johnson,
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its Managing Member
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LaGrange Capital Administration, L.L.C.
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By: /s/ Frank LaGrange Johnson
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Frank LaGrange Johnson,
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its Managing Member
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/s/ Frank LaGrange Johnson
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Frank LaGrange Johnson, Individually
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