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): November 22, 2000.
SCHOOL SPECIALTY, INC.
(Exact name of registrant as specified in its Charter)
Wisconsin 000-24385 39-0971239
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1000 North Bluemound Drive
Appleton, Wisconsin 54914
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920) 734-5712
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Item 2. Acquisition or Disposition of Assets
On November 22, 2000, School Specialty, Inc. (the
"Company") acquired substantially all of the assets of
the wholesale division of the J.L. Hammett Company
("J.L. Hammett"). The assets acquired included
inventory, accounts receivable, property, plant and
equipment. The assets had been and will be used
primarily to market non-textbook educational supplies
and furniture to schools. The Company intends to
continue using the acquired assets for substantially
the same purpose as J.L. Hammett had. The purchase
price, which is subject to change, was approximately
$79 million in cash. The purchase price was based on
the Company's evaluation of the financial condition,
business operations and prospects of the wholesale
business of J.L. Hammett and was negotiated in an arms-
length transaction among unrelated and unaffiliated
parties. As part of the agreement, the Company
entered into five-year non-compete agreements with two
management shareholders of J.L. Hammett, for
consideration of approximately $2.8 million in cash.
The acquisition and non-compete agreements were funded
by the Company through borrowings under its existing
revolving credit facility funded by a group of banks
led by Bank of America, N.A.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) The following exhibits are filed with this report:
Exh. No. Description
2.1 Asset Purchase Agreement among School Specialty,
Inc. and J. L. Hammett Company and Monatiquot Real
Estate Trust, dated November 13, 2000. (Exhibits and
Schedules have been omitted based on Rule 601(b)(2) of
Regulation S-K. Such Exhibits and Schedules are
described in the Agreement. The Registrant hereby
agrees to furnish to the Commission upon its request,
any or all of such omitted Exhibits or Schedules).
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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 thereunto
duly authorized.
SCHOOL SPECIALTY, INC.
(Registrant)
12/05/2000 /s/ Daniel P. Spalding
Date -------------------------------------------------
Daniel P. Spalding
Chairman of the Board, Chief Executive Officer
(Principal Executive Officer)
12/05/2000 /s/ Mary M. Kabacinski
Date -------------------------------------------------
Mary M. Kabacinski
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exh. No Description
2.1 Asset Purchase Agreement
among School Specialty, Inc.
and J. L. Hammett Company and
Monatiquot Real Estate Trust,
dated November 13, 2000.
(Exhibits and Schedules have
been omitted based on Rule
601(b)(2) of Regulation S-K.
Such Exhibits and Schedules
are described in the
Agreement. The Registrant
hereby agrees to furnish to
the Commission upon its
request, any or all of such
omitted Exhibits or Schedules).
