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<FONT SIZE=3><P ALIGN="CENTER">UNITED STATES</P>


<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>


<P ALIGN="CENTER">Washington, D.C. 20549</P>


<B><P ALIGN="CENTER">FORM 8-K</P>


</B><P ALIGN="CENTER">CURRENT REPORT</P>


<P ALIGN="CENTER">Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</P>


<P ALIGN="CENTER">Date of Report (date of earliest event reported):  <B>February 1, 2006</P>


<P ALIGN="CENTER">SCHOOL SPECIALTY, INC.</P>


</B><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P></FONT>


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<U><FONT SIZE=3><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wisconsin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD>


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<U><FONT SIZE=3><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;000-24385&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD>


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<U><FONT SIZE=3><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;39-0971239&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD>


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<FONT SIZE=3><P ALIGN="CENTER">(State or other jurisdiction</P>


<P ALIGN="CENTER">of incorporation)</FONT></TD>


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<FONT SIZE=3><P ALIGN="CENTER">(Commission</P>


<P ALIGN="CENTER">File Number)</FONT></TD>


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<FONT SIZE=3><P ALIGN="CENTER">(IRS Employer</P>


<P ALIGN="CENTER">Identification No.)</FONT></TD>


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<FONT SIZE=3><P ALIGN="CENTER">W6316 Design Drive</P>


<U><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Greenville, Wisconsin  54942&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD>


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<FONT SIZE=3><P ALIGN="CENTER">(Address of principal executive offices, including zip code)</FONT></TD>


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<TR><TD VALIGN="TOP">&nbsp;</TD>


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<P ALIGN="CENTER">Registrant's telephone number, including area code:  (920) 734-5712</P>


<P>Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</P></FONT>


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<FONT SIZE=3><P>Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </FONT></TD>


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<FONT SIZE=3><P>Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) </FONT></TD>


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<P></TD>


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<FONT SIZE=3><P>Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </FONT></TD>


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<FONT SIZE=3><P>Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </FONT></TD>


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<B><U><P>Item 1.01</U>&#9;Entry into a Material Definitive Agreement.</P></DIR>


</DIR>


</DIR>


</DIR>





</B><P>The information contained in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference.</P><DIR>


<DIR>


<DIR>


<DIR>





<B><U><P>Item 2.03</U>&#9;Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.</P></DIR>


</DIR>


</DIR>


</DIR>





</B><P>On February 1, 2006, School Specialty, Inc. (the &quot;Company&quot;) entered into the Amended and Restated Credit Agreement (the &quot;Credit Agreement&quot;), by and among the Company, certain subsidiaries and affiliates of the Company, M&amp;I Marshall &amp; Ilsley Bank, as Syndication Agent, SunTrust Bank and Harris Trust &amp; Savings Bank, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and the other lenders named therein, arranged by Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager.</P>


<P>The Credit Agreement replaces the Term Loan Credit Agreement, as amended, with Bank of America, N.A. and the other parties named therein dated as of August 31, 2005 (the &quot;Term Loan Agreement&quot;) and the Amended and Restated Credit Agreement, as amended, with Bank of America, N.A. and the other parties named therein dated as of April 11, 2003 (the &quot;2003 Credit Agreement&quot;).</P>


<P>The aggregate revolving commitments of the lenders under the Credit Agreement is $350,000,000.  Unless terminated earlier in accordance with its terms, the Credit Agreement has a maturity date of February 1, 2011.</P>


<P>The Credit Agreement includes customary representations and warranties and affirmative and negative covenants including, among others, covenants relating to financial reporting, maintenance of a leverage ratio, incurrence of liens, sale or disposition of assets and incurrence of other indebtedness.  The Company intends to use proceeds under the Credit Agreement to satisfy its obligations under the 2003 Credit Agreement and the Term Loan Agreement, to meet short-term borrowing needs and for general corporate purposes.</P>


<P>The Credit Agreement provides for customary events of default, including, among other things, failure to pay any principal or interest when due, failure to comply with certain covenants, certain insolvency or receivership events, and a change of control (as defined in the Credit Agreement).  Upon an event of default, the administrative agent shall, at the request of, or may, with the consent of, the requisite number of lenders, declare all amounts owing under the Credit Agreement immediately due and payable, terminate the lenders' commitments to make loans under the Credit Agreement, require the Company to cash collateralize (as defined in the Credit Agreement) the obligations under any letters of credit, and/or exercise any and all remedies and other rights under the Credit Agreement.  For certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding loans will become immediately due and payable.</P>


<B><U><P>Item 8.01</U>&#9;Other Events.</P>


</B><P>On February 1, 2006, the Company and New School, Inc., a wholly owned subsidiary of the Company (&quot;New School&quot;) entered into Amendment No. 13 to the Receivables Purchase Agreement, dated as of February 1, 2006 (the &quot;13<SUP>th</SUP> Amendment&quot;), by and among New School, as the Seller, the Company, as the Servicer, and the other parties listed therein.  </P>


<P>The 13<SUP>th</SUP> Amendment modified the Receivables Purchase Agreement dated as of November 22, 2000, and was executed in connection with the Amended and Restated Credit Agreement dated as of February 1, 2006, as described in Item 2.03 of this Current Report on Form 8-K.  The 13<SUP>th</SUP> Amendment provides for the extension of the liquidity termination date to January 31, 2007, among other matters.</P>


<P>The foregoing summary of the 13<SUP>th</SUP> Amendment does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the text of such agreement, a copy of which is attached to this report as Exhibit 99.1 and incorporated herein by reference. </P>


<B><U><P>Item 9.01</U>&#9;Financial Statements and Exhibits.</P>


<OL TYPE="a">





<OL TYPE="a">





</B><LI>Financial statements of businesses acquired:  None.</LI>


<LI>Pro forma financial information:  None.</LI>


<LI>Exhibits:</LI></OL>


</OL>


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<U><FONT SIZE=3><P ALIGN="CENTER">Exhibit No.</U></FONT></TD>


<TD WIDTH="80%" VALIGN="TOP">


<U><FONT SIZE=3><P ALIGN="CENTER">Description</U></FONT></TD>


</TR>


<TR><TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>


<TD WIDTH="80%" VALIGN="TOP">&nbsp;</TD>


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<FONT SIZE=3><P ALIGN="CENTER">99.1</FONT></TD>


<TD WIDTH="80%" VALIGN="TOP">


<FONT SIZE=3><P>Amendment No. 13 to Receivables Purchase Agreement dated February 1, 2006</FONT></TD>


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<U><P ALIGN="CENTER">SIGNATURES</P>


</U><P>Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</P></FONT>


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<FONT SIZE=3><P>Dated:  February 7, 2006</FONT></TD>


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<FONT SIZE=3><P>SCHOOL SPECIALTY, INC.</FONT></TD>


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<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=19><P></P></TD>


<TD WIDTH="50%" VALIGN="TOP" HEIGHT=19><P></P></TD>


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<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=19><P></P></TD>


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<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>


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<FONT SIZE=3><P>By:  /s/ Mary M. Kabacinski</FONT></TD>


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<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>


<TD WIDTH="50%" VALIGN="TOP">


<FONT SIZE=3><P>Mary M. Kabacinski</P><DIR>





<P>Executive Vice President and Chief Financial Officer</DIR>


</FONT></TD>


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<P>&nbsp;</P>


<P ALIGN="CENTER">EXHIBIT INDEX</P></FONT>


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<U><FONT SIZE=3><P ALIGN="CENTER">Exhibit No.</U></FONT></TD>


<TD WIDTH="80%" VALIGN="TOP">


<U><FONT SIZE=3><P ALIGN="CENTER">Description</U></FONT></TD>


</TR>


<TR><TD WIDTH="20%" VALIGN="TOP">&nbsp;</TD>


<TD WIDTH="80%" VALIGN="TOP">&nbsp;</TD>


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<FONT SIZE=3><P ALIGN="CENTER">99.1</FONT></TD>


<TD WIDTH="80%" VALIGN="TOP">


<FONT SIZE=3><P>Amendment No. 13 to Receivables Purchase Agreement dated February 1, 2006</FONT></TD>


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{"company-data": {"conformed-name": "SCHOOL SPECIALTY INC", "cik": "0001055454", "assigned-sic": "5110", "irs-number": "390971239", "state-of-incorporation": "WI", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-24385", "film-number": "06584070"}, "business-address": {"street1": "W6316 DESIGN DRIVE", "city": "GREENVILLE", "state": "WI", "zip": "54942", "phone": "(920) 734-5712"}, "mail-address": {"street1": "P.O. BOX 1579", "city": "APPLETON", "state": "WI", "zip": "54912-1579"}}
Draft
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
February 1, 2006
SCHOOL SPECIALTY, INC.
(Exact name of registrant as specified in its charter)
Wisconsin
000-24385
39-0971239
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
W6316 Design Drive
Greenville, Wisconsin  54942
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code:  (920) 734-5712
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
The information contained in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 1, 2006, School Specialty, Inc. (the "Company") entered into the Amended and Restated Credit Agreement (the "Credit Agreement"), by and among the Company, certain subsidiaries and affiliates of the Company, M&I Marshall & Ilsley Bank, as Syndication Agent, SunTrust Bank and Harris Trust & Savings Bank, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and the other lenders named therein, arranged by Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager.
The Credit Agreement replaces the Term Loan Credit Agreement, as amended, with Bank of America, N.A. and the other parties named therein dated as of August 31, 2005 (the "Term Loan Agreement") and the Amended and Restated Credit Agreement, as amended, with Bank of America, N.A. and the other parties named therein dated as of April 11, 2003 (the "2003 Credit Agreement").
The aggregate revolving commitments of the lenders under the Credit Agreement is $350,000,000.  Unless terminated earlier in accordance with its terms, the Credit Agreement has a maturity date of February 1, 2011.
The Credit Agreement includes customary representations and warranties and affirmative and negative covenants including, among others, covenants relating to financial reporting, maintenance of a leverage ratio, incurrence of liens, sale or disposition of assets and incurrence of other indebtedness.  The Company intends to use proceeds under the Credit Agreement to satisfy its obligations under the 2003 Credit Agreement and the Term Loan Agreement, to meet short-term borrowing needs and for general corporate purposes.
The Credit Agreement provides for customary events of default, including, among other things, failure to pay any principal or interest when due, failure to comply with certain covenants, certain insolvency or receivership events, and a change of control (as defined in the Credit Agreement).  Upon an event of default, the administrative agent shall, at the request of, or may, with the consent of, the requisite number of lenders, declare all amounts owing under the Credit Agreement immediately due and payable, terminate the lenders' commitments to make loans under the Credit Agreement, require the Company to cash collateralize (as defined in the Credit Agreement) the obligations under any letters of credit, and/or exercise any and all remedies and other rights under the Credit Agreement.  For certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding loans will become immediately due and payable.
Item 8.01
Other Events.
On February 1, 2006, the Company and New School, Inc., a wholly owned subsidiary of the Company ("New School") entered into Amendment No. 13 to the Receivables Purchase Agreement, dated as of February 1, 2006 (the "13
th
Amendment"), by and among New School, as the Seller, the Company, as the Servicer, and the other parties listed therein.
The 13
th
Amendment modified the Receivables Purchase Agreement dated as of November 22, 2000, and was executed in connection with the Amended and Restated Credit Agreement dated as of February 1, 2006, as described in Item 2.03 of this Current Report on Form 8-K.  The 13
th
Amendment provides for the extension of the liquidity termination date to January 31, 2007, among other matters.
The foregoing summary of the 13
th
Amendment does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the text of such agreement, a copy of which is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
Financial statements of businesses acquired:  None.
Pro forma financial information:  None.
Exhibits:
Exhibit No.
Description
99.1
Amendment No. 13 to Receivables Purchase Agreement dated February 1, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:  February 7, 2006
SCHOOL SPECIALTY, INC.
By:  /s/ Mary M. Kabacinski
Mary M. Kabacinski
Executive Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
Description
99.1
Amendment No. 13 to Receivables Purchase Agreement dated February 1, 2006