Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration No. 333-109116
Prospectus Supplement No. 6 dated February 2, 2004
(to Prospectus dated October 31, 2003)
$133,000,000
School Specialty, Inc.
3.75% Convertible Subordinated Notes due 2023
and
The Common Stock Issuable Upon Conversion Thereof
Our prospectus dated October 31, 2003 relating to the offer for resale by certain of our securityholders of up to $133,000,000 aggregate principal amount of 3.75% Convertible Subordinated Notes due 2023 of School Specialty, Inc., and the shares of our common stock issuable upon conversion of the notes, is hereby supplemented to include the following information in the "Selling Securityholders" section on pages 49-53 of the prospectus.
ADDITIONAL SELLING SECURITYHOLDERS
The following represents an additional selling securityholder for the table appearing in the "Selling Securityholders" section of the prospectus.
| Original |
| Number of Shares of |
|
Excelsior Master Fund L.P. | $ 850,000 | * | 21,250 | * |
___________________
*Less than 1%.
(1) | Assumes conversion of all of the holder's notes at a conversion price of $40.00 per share. However, this conversion rate will be subject to adjustment as described under "Description of Notes-Conversion Rights." As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future. |
(2) | Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using 18,742,407 shares of common stock outstanding as of July 7, 2003. In calculating this amount, we treated as outstanding that number of shares of common stock issuable upon conversion of all of that particular holder's notes. However, we did not assume the conversion of any other holder's notes. |
