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Rule 424(b)(3)
Reg. No. 333-90597

PROSPECTUS

SCHOOL SPECIALTY, INC.

3,000,000 SHARES OF COMMON STOCK

We may offer and sell, from time to time, up to 3,000,000 shares of our
common stock, par value $0.001 per share, in connection with future acquisitions
of businesses and assets.

We intend to concentrate our acquisitions in areas related to our
current business. In furtherance of this objective, we may attempt to make
acquisitions that are either complementary to our present operations or which we
consider to be advantageous even though they may be dissimilar to our present
activities.

We expect that the terms of any such acquisitions will be determined by
direct negotiations with the owners or controlling persons of the businesses or
assets to be acquired, and that the shares of common stock issued will be valued
at prices reasonably related to current market prices at the time that an
acquisition is agreed upon, at or about the time of delivery of shares or at
such other time or over such other period as may be agreed upon.

We do not expect to pay underwriting discounts or commissions in
connection with the issuance of shares of common stock under this prospectus.
However, brokers' commissions may be paid from time to time in connection with
specific acquisitions, and such fees may be paid through the issuance of shares
of common stock covered by this prospectus.

This prospectus may be used by persons who receive shares of common
stock in connection with acquisitions and who wish to resell the shares. We will
not receive any proceeds from the resale of such shares. We have not authorized
any person to use this prospectus in connection with resales of shares without
our prior written consent.

Our common stock is included for quotation in the Nasdaq National
Market under the symbol "SCHS." On November 19, 1999, the last sale price of the
common stock was $13.25 per share.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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The date of this prospectus is November 22, 1999.

TABLE OF CONTENTS

Page

SUMMARY..........................................................3
RECENT DEVELOPMENTS..............................................4
RISK FACTORS.....................................................4
FORWARD-LOOKING STATEMENTS.......................................8
SELECTED HISTORICAL FINANCIAL INFORMATION........................9
PRO FORMA COMBINED STATEMENT OF INCOME..........................12
SECURITIES COVERED BY THIS PROSPECTUS...........................12
LEGAL MATTERS...................................................14
EXPERTS.........................................................14
WHERE YOU CAN FIND MORE INFORMATION.............................14
DOCUMENTS INCORPORATED BY REFERENCE.............................15

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This prospectus incorporates important business and financial
information about School Specialty that is not included in or delivered with
this prospectus. You may request copies of this information, at no cost, by
writing or calling us at the following address or telephone number:

School Specialty, Inc.
426 West College Avenue
P.O. Box 1579
Appleton, Wisconsin 54912-1579
Attention: Mary M. Kabacinski, Executive Vice President
and Chief Financial Officer
Telephone: (920) 734-2756

To obtain timely delivery of the documents, you must request the
information no later than five business days prior to the date on which you make
your final investment decision.

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You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with different information. No
offer of these securities will be made available in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than on the front of this prospectus.

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Unless the context requires otherwise, all references to "School
Specialty," "we" or "our" refers to School Specialty, Inc. and its subsidiaries.
Our fiscal year ends on the last Saturday in April in each year. In this
prospectus, we refer to fiscal years by reference to the calendar year in which
they end (e.g., the fiscal year ended April 29, 2000 is referred to as "fiscal
2000").

SUMMARY

We are the largest marketer of non-textbook educational supplies and
furniture to schools for pre-kindergarten through twelfth grade. We offer more
than 60,000 items through an innovative two-pronged marketing approach that
targets both school administrators and individual teachers. Our broad product
range enables us to provide our customers with one source for virtually all of
their non-textbook school supplies and furniture needs.

We have grown significantly in recent years through both acquisitions
and internal growth. In order to expand our geographic presence and product
range, we have acquired 20 companies since May 1996. In August 1998, we
purchased Beckley-Cardy, our largest traditional and specialty school supply
competitor.

Our "top down" marketing approach targets school administrators at the
state, regional and local levels using our 260 sales representatives and our
School Specialty and Beckley-Cardy general supply and furniture catalogs. Our
"bottom up" approach seeks to reach individual teachers and curriculum
specialists primarily through the mailing of our ClassroomDirect.com general
supply catalog and our specialty catalogs. In January 1999, we mailed over 10
million catalogs to more than three million teachers and curriculum specialists.
Approximately 100 employees assist in the sale, marketing and merchandising of
our specialty products.

We also use the Internet to market and sell our products through two
fully-integrated e-commerce Internet websites, ClassroomDirect.com and
JuneBox.com. ClassroomDirect.com, launched in January 1999, offers over 13,000
items for sale and is targeted at teachers. ClassroomDirect.com has a
relationship with ZapMe!, a broadband interactive network which provides schools
with free satellite-based Internet access and computers for school labs and
libraries, pursuant to which ClassroomDirect.com is included in their e-commerce
area. JuneBox.com, launched in July 1999, is a full-featured e-commerce site
focused on K-12th grade, offering schools throughout the U.S. all of our brands,
featuring over 60,000 products and services geared toward the education
institution. JuneBox.com has a strategic relationship with FamilyEducation.com,
the leading K-12 community on the Internet. JuneBox.com is included in
FamilyEducation.com's e-commerce area as its exclusive school supply provider.

School Specialty was incorporated in Delaware as a wholly owned
subsidiary of U.S. Office Products in February 1998 to hold its Educational
Supplies and Products Division. School Specialty, Inc., a Wisconsin corporation
formed in October 1959, was acquired by U.S. Office Products in May 1996. On
June 9, 1998, U.S. Office Products entirely spun off School Specialty, whereby
U.S. Office Products' shareholders received one share of our stock for every
nine shares of U.S. Office Products stock held. As a result of the spin-off,
U.S. Office Products retained no further ownership of School Specialty. Our
common stock is listed on the Nasdaq National Market under the symbol "SCHS."
Our principal offices are located at 426 West College Avenue, Appleton,
Wisconsin 54911, and our telephone number is (920) 734-2756. Our world wide
general website address is www.schoolspecialty.com. Information contained in any
of our websites is not deemed to be a part of this prospectus.

RECENT DEVELOPMENTS

On October 1, 1999, we purchased a combined warehouse and distribution
facility in Appleton, Wisconsin, a property that we previously leased and used
as our headquarters. The purchase price was $2.6 million, the fair market value
of the property, and was paid to the owners of the facility (consisting of the
father of our Chief Executive Officer, Daniel P. Spalding, the father of our
Chief Information Officer, Michael J. Killoren, and uncle to Mr. Spalding, and
one other unrelated party).

RISK FACTORS

Before you invest in School Specialty common stock, you should be aware
that there are various risks associated with such an investment, including those
described below. You should carefully consider these risks together with all of
the other information included in or incorporated into this prospectus before
you decide to acquire any common stock of School Specialty.

Potential Tax Liability from Spin-Offs. We became a public company on
June 9, 1998 when U.S. Office Products distributed all of our shares and the
shares of three other companies to its shareholders and we sold additional
shares of our stock in a public offering. These distributions (known as the
"spin-offs") were intended to be tax-free to both U.S. Office Products and its
shareholders. As part of the spin-offs, we and the other three companies whose
shares were distributed each agreed with U.S. Office Products that if any of us
took any action or failed to act in a way that materially caused the
distributions to be taxable, then U.S. Office Products could require any of us
to pay to it the full amount of the tax losses it suffered as a result of the
distributions. We and the three other spin-off companies also agreed that if the
distributions became taxable for any other reason, we would each pay to U.S.
Office Products a portion of its tax losses based on the relative aggregate
value of each company's common stock immediately after the distributions. We
estimate that our portion of any such tax losses under this agreement would be
approximately 14.4%. We also agreed with the other three spin-off companies that
if one or more of us materially caused the distributions to be taxable and any
of the other companies were required to pay tax losses under the agreement to
U.S. Office Products, then the company or companies that materially caused the
distributions to be taxable would reimburse the other companies for such
payments. As a result of these agreements, we could be required to pay:

- all of the tax losses of U.S. Office Products if we cause the
distributions to be taxable,

- our portion of the tax losses of U.S. Office Products even if
neither we nor any of the other three companies cause the
distributions to be taxable, or

- all of the tax losses of U.S. Office Products even if we did not
cause the distributions to be taxable and one or more of the other
companies did (while such other companies would be required to
reimburse us for such payment, we cannot be sure that we will
receive such reimbursement).

Exposure to Risks Related to Other Liabilities of U.S. Office Products.
As part of the distributions, we and the other three spin-off companies each
agreed with U.S. Office Products to pay a portion of the securities law and
general liabilities of U.S. Office Products arising prior to the distributions
and, if any of the spin-off companies fails to pay its portion, to pay a portion
of the unpaid amount. These shared liabilities do not include any liability that
relates specifically to a particular spin-off company or to the continuing
businesses of U.S. Office Products after the distributions. The portion of the
shared liabilities payable by each spin-off company is based on the average of
each company's revenues for fiscal 1998 relative to those of U.S. Office
Products and each company's operating income for fiscal 1998 relative to that of
U.S. Office Products. We estimate that our portion of any such liabilities under
this agreement would be approximately 9.8%, but the maximum aggregate amount we
can be

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required to pay for all shared liabilities is limited by the agreement to $1.75
million (including as a result of defaults by the other spin-off companies).
U.S. Office Products has been named as a defendant in various class action
lawsuits relating to the distributions that allege, among other things,
violations of the federal securities laws. As a result of these agreements, we
may be required to pay up to $1.75 million to U.S. Office Products for shared
liabilities even though they are unrelated to our business and operations, we
have no control over such liabilities and one or more of the other spin-off
companies may be primarily responsible for such liabilities.

Limited Independent Operating History. Prior to the spin-off in June
1998, we operated as a wholly owned subsidiary of U.S. Office Products and many
of our general, administrative and financial functions (including legal,
accounting, purchasing, management information services and borrowings) were
handled by U.S. Office Products. Since the spin-off, we have operated
independently of U.S. Office Products and have been independently responsible
for managing and financing all aspects of our business and operations. Our
expenses are likely to be higher than when we were a subsidiary of U.S. Office
Products and we may experience difficulties with respect to general,
administrative and financial functions that we did not experience as part of
U.S. Office Products. Because some of the financial information included in or
incorporated into this prospectus relates to periods during which we were a
subsidiary of U.S. Office Products, it does not necessarily reflect what our
results of operations and financial condition would have been it we were
independent during those periods and it may not be a good indication of what our
future results of operations and financial condition will be.

Risk of Rapid Growth and Dependence Upon Acquisitions for Future
Growth. Our business has grown significantly through acquisitions in recent
years. Since May 1996, we have acquired 20 companies. Future growth in our
revenues and earnings depends substantially on our ability to continue to
acquire and successfully integrate and operate school supply companies. We
cannot guarantee that we will be able to identify and acquire businesses at all
or on reasonable terms. In addition, we cannot be sure that we will be able to
operate the businesses that we acquire profitably or that our management and
financial controls, personnel, computer systems and other corporate support
systems will be adequate to manage the increased size and scope of our
operations as a result of acquisitions. Managing and integrating acquired
businesses may result in substantial costs, delays or other operating or
financial problems that could materially and adversely affect our financial
condition and results of operations. These include:

- the diversion of management's attention and other resources away
from our existing businesses,

- significant charges and expenses relating to employee severance,
restructuring and transaction costs and other unexpected events or
liabilities,

- the inability to retain, hire or train qualified personnel for the
acquired businesses, and

- the amortization of goodwill and other acquired intangible assets.

We intend to pay for acquisitions in whole or in part using our shares,
and in some cases this may dilute our earnings per share. Our ability and
willingness to use our shares will depend upon their market price and the
willingness of sellers to accept our shares. In addition, our ability to issue
shares may be limited by Section 355(e) of the Internal Revenue Code of 1986.
Under that Section, U.S. Office Products will incur tax liability for the
distribution of our shares if 50% or more, by vote or value, of the capital
stock of either U.S. Office Products or School Specialty is acquired by one or
more persons acting pursuant to a plan or series of related transactions that
includes the spin-off. There is a presumption that any acquisition occurring
within two years after the spin-off is pursuant to a plan that includes the
spin-off. However, the presumption may be overcome by establishing that the
spin-off and such acquisition

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are not part of a plan or series of related transactions. As noted above, we
will be liable for all the tax liabilities of U.S. Office Products if our
actions cause the spin-off to be taxable and will be liable for all or a portion
of such liabilities even if our actions did not cause the spin-off to be
taxable.

Inability to Use the Pooling-of-Interests Method of Accounting;
Material Amount of Goodwill. Under generally accepted accounting principles, we
must be independent for at least two years before we can use the
pooling-of-interests method of accounting for share acquisitions, which would
avoid the creation and subsequent amortization of goodwill. Because we were a
wholly owned subsidiary of U.S. Office Products until the completion of the
spin-off on June 9, 1998, we will not be eligible to use pooling-of-interest
accounting until June 9, 2000. We must use purchase accounting for any
acquisitions prior to that date, which may continue to result in the creation of
goodwill.

Approximately $202.2 million, or 40.2%, of our total assets as of July
24, 1999 represents intangible assets, the significant majority of which is
goodwill. Goodwill is the amount by which the costs of an acquisition accounted
for using the purchase method exceeds the fair value of the net assets we
acquire. We are required to record goodwill as an intangible asset on our
balance sheet and to amortize it over a period of years. We generally amortize
goodwill for each acquisition on a straight line method over a period of 40
years, which means that in each year during the 40-year period 1/40th of the
goodwill is taken off our balance sheet and recorded in our income statement as
a non-cash expense (which reduces our net income). Even though it reduces our
net income for accounting purposes, amortization of goodwill may not be
deductible for tax purposes. In addition, we are required to periodically
evaluate whether we can recover our remaining goodwill from the undiscounted
future cash flows that we expect to receive from the operations of the acquired
companies. If these undiscounted future cash flows are less than the carrying
value of the associated goodwill, the goodwill is impaired and we must reduce
the carrying value of the goodwill to equal the discounted future cash flows and
take the amount of the reduction as a charge against our income. Reductions in
our net income caused by the amortization or write down of goodwill could
materially adversely affect our results of operations and financial condition
and the market price of our common stock.

Dependence on Growth of Student Population and School Expenditures. Our
growth strategy and profitability also depend on growth in the student
population and expenditures per student in public and private elementary and
secondary schools. The level of student enrollment is largely a function of
demographics, while expenditures per student are also affected by government
budgets and the prevailing political and social attitudes towards education. Any
significant and sustained decline in student enrollment and/or expenditures per
student could have a material adverse effect on our business, financial
condition and results of operations.

Seasonality of Our Business. Our educational supply businesses are
highly seasonal. Because most of our customers want their school supplies
delivered before or shortly after the commencement of the school year in
September, we make most of our sales from May to October. As a result, we
usually earn more than 100% of our annual net income in the first six months of
our fiscal year and operate at a loss in our third fiscal quarter. This
seasonality causes our operating results to vary considerably from quarter to
quarter and these fluctuations could adversely affect the market price of our
common stock.

Dependence on Key Suppliers and Service Providers. We depend upon a
limited number of suppliers for some of our products, especially furniture. We
also depend upon a limited number of service providers for the delivery of our
products. If these suppliers or service providers are unable to provide the
products or services that we require or materially increase their costs
(especially during our peak season of June through September), this could impair
our ability to deliver our products on a timely and profitable basis and could
have a material adverse effect on our business, financial condition and results
of operations. We were, for example, adversely affected by the United Parcel
Service strike during August 1997 due to the perception that we were unable to
ship products. As we seek to reduce the

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number of our suppliers and to minimize duplicative lines as part of our
business strategy, we are likely to increase our dependence on remaining
vendors.

Reliance on Key Personnel. Our business depends to a large extent on
the abilities and continued efforts of current executive officers and senior
management, including Daniel P. Spalding, our Chief Executive Officer. We are
also likely to depend heavily on the executive officers and senior management of
businesses that we acquire in the future. If any of these people become unable
or unwilling to continue in his or her present role, or if we are unable to
attract and retain other qualified employees, our business could be adversely
affected. Although we have employment contracts with most executive officers, we
do not have employment agreements with our senior management. We do not have and
do not intend to obtain key man life insurance covering any of our executive
officers or other members of senior management.

Competition. The market for school supplies is highly competitive and
fragmented. We estimate that over 3,400 companies market educational materials
to schools for pre-kindergarten through twelfth grade as a primary focus of
their business. We also face increasing competition from alternate channel
marketers, including superstores and office product contract stationers, that
have not traditionally focused on marketing school supplies. These competitors
are likely to continue to expand their product lines and interest in school
supplies. Some of these competitors have greater financial resources and buying
power than we do. We believe that the educational supplies market will
consolidate over the next several years, which is likely to increase competition
in our markets and in our search for attractive acquisition candidates.

Dependence on Our Systems; Our Year 2000 Issues. We believe that one of
our competitive advantages is our information systems, including our proprietary
PC-based customer Order Management System. We have integrated the operations of
almost all of our divisions and subsidiaries and their information systems are
linked to host systems located at our headquarters in Appleton, Wisconsin and at
two other locations. If any of these links are disrupted or become unavailable,
this could materially and adversely affect our business, results of operations
and financial condition.

Several of our recently-acquired divisions and/or subsidiaries as well
as Gresswell (our foreign subsidiary) use predecessor information systems. With
the exception of Gresswell, we intend to convert the information systems of
these businesses to one of our host systems as soon as practicable. However,
none of these businesses has a backup computer system or backup extra
communication lines. Even though we have taken precautions to protect ourselves
from events that could interrupt the operations of these businesses and intend
to do so for other businesses we acquire in the future, we cannot be sure that a
fire, flood or other natural disaster affecting their systems would not disable
the system or prevent the system from communicating with our other businesses.
The occurrence of any of these events could have a material adverse effect on
our results of operations and financial condition.

The Year 2000 issue exists because many computer systems and
applications, including those embedded in equipment and facilities, use two
digit rather than four digit date fields to designate an applicable year. As a
result, the systems and applications may not properly recognize the Year 2000 or
process data which includes it, potentially causing data miscalculations or
inaccuracies or operational malfunctions or failures. Because any disruption to
our computerized order processing and inventory systems could materially and
adversely affect our operations, we have established a centrally managed,
company wide plan to identify, evaluate and address Year 2000 issues. Although
most of our mission critical systems, network elements and products were
verified for Year 2000 compliance, we may still be susceptible to Year
2000-related problems. In addition, if our suppliers, service providers and/or
customers fail to resolve their Year 2000 issues in an effective and timely
manner, our business could be significantly and adversely affected. We believe
that some of our school customers have not yet addressed or resolved their Year
2000 issues.

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Absence of Dividends. We do not expect to pay cash dividends on our
common stock in the foreseeable future. In addition, our ability to pay
dividends may be restricted from time to time by the financial covenants
contained in our credit agreements and debt instruments. Our current senior
credit facility contains restrictions on, and in some circumstances may prevent,
our payment of dividends.

Leverage. As of July 24, 1999, we had $188.0 million of bank debt
outstanding. In addition, our leverage could increase over time. Our senior
credit facility permits us to incur additional debt under certain circumstances
and we expect to borrow under our senior credit facility for general corporate
purposes, including working capital and for acquisitions.

Our ability to meet our debt service obligations depends on our future
performance. Our future performance is influenced by general economic conditions
and by financial, business and other factors affecting our operations, many of
which are beyond our control. If we are unable to service our debt, we may have
to:

- delay our acquisition program,

- sell our equity securities,

- sell our assets, or

- restructure and refinance our debt.

We cannot give you any assurance that, if we are unable to service our
debt, we will be able to sell our equity securities, sell assets or restructure
and refinance our debt. Our substantial debt could have important consequences
to you. For example, it could:

- make it more difficult for us to obtain additional financing in
the future for our acquisitions and operations,

- require us to dedicate a substantial portion of our cash flows
from operations to the repayment of our debt and the interest
associated with our debt,

- limit our operating flexibility due to financial and other
restrictive covenants, including restrictions on incurring
additional debt, creating liens on our property and paying
dividends,

- subject us to risks that interest rates and our interest expense
will increase,

- place us at a competitive disadvantage compared to our competitors
that have less debt, and

- make us more vulnerable in the event of a downturn in our
business.

FORWARD-LOOKING STATEMENTS

Statements in this prospectus which are not strictly historical are
"forward-looking" statements. In accordance with the Private Securities
Litigation Reform Act of 1995, we can obtain a "safe harbor" for forward-looking
statements by identifying those statements and by accompanying them with
cautionary statements which identify factors that could cause actual results to
differ materially from those in the forward-looking statements. Accordingly, the
following information contains or may contain forward-looking statements: (1)
information included or incorporated by reference in this prospectus including,
without limitation, statements with respect to growth plans and projected sales,
revenues, earnings and costs, (2) information included or incorporated by
reference in our future filings with the Securities and Exchange

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Commission including, without limitation, statements with respect to growth
plans and projected sales, revenues, earnings and costs and (3) information
contained in written material, releases and oral statements issued by us, or on
our behalf, including, without limitation, statements with respect to growth
plans and projected sales, revenues, earnings and costs. Our actual results may
differ materially from those contained in the forward-looking statements
identified above. Factors which may cause such a difference to occur include,
but are not limited to, those factors set forth in "RISK FACTORS," above.

SELECTED HISTORICAL FINANCIAL INFORMATION

The following selected historical financial information has been
derived from our historical financial statements and should be read in
conjunction with, and is qualified by, the more detailed information and
financial statements available as described under "WHERE YOU CAN FIND MORE
INFORMATION" AND "DOCUMENTS INCORPORATED BY REFERENCE."

Selected Historical Financial Information
(in thousands, except per share data) (a)

FOUR
THREE MONTHS ENDED FISCAL YEAR ENDED MONTHS FISCAL YEAR ENDED
--------------------- ---------------------------------- ENDED DECEMBER 31,
JULY 24, JULY 25, APRIL 24, APRIL 25, APRIL 26, APRIL 30, --------------------
1999 1998 1999 (B) 1998 (B) 1997 (B) 1996 (B) 1995 (B) 1994 (B)
-------- -------- --------- --------- --------- --------- -------- --------
STATEMENT OF INCOME DATA: (unaudited) (unaudited)

Revenues ........................ $ 194,299 $ 126,657 $ 521,704 $ 310,455 $ 191,746 $ 28,616 $ 150,482 $ 119,510
Cost of revenues ................ 121,420 82,615 341,783 202,870 126,862 18,591 98,233 82,951
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit .................... 72,879 44,042 179,921 107,585 64,884 10,025 52,249 36,559
Selling, general and
administrative expenses ......... 48,315 29,642 144,659 87,846 53,177 11,917 47,393 32,080

Non-recurring acquisition costs.. -- -- -- -- 1,792 1,122 -- --
Restructuring costs ............. -- 1,074 5,274 3,491 194 -- 2,532 --
--------- --------- --------- --------- --------- --------- --------- ---------
Operating income (loss) ......... 24,564 13,326 29,988 16,248 9,721 (3,014) 2,324 4,479
Interest expense (net) .......... 3,130 1,173 12,601 5,373 4,197 1,455 5,536 3,007
Other (income) expense .......... (6) -- (228) 156 (196) 67 (18) (86)
--------- --------- --------- --------- --------- --------- --------- ---------
Income (loss) before provision
for (benefit from) income
taxes........................... 21,440 12,153 17,615 10,719 5,720 (4,536) (3,194) 1,558
Provision for (benefit from)
income taxes (c)................. 10,076 5,590 8,719 5,480 (2,412) 139 173 218
--------- --------- --------- --------- --------- --------- --------- ---------

Net income (loss) ............... $ 11,364 $ 6,563 $ 8,896 $ 5,239 $ 8,132 $ (4,675) $ (3,367) $ 1,340
========= ========= ========= ========= ========= ========= ========= =========
Net income (loss) per share:
Basic ......................... $ 0.65 $ 0.45 $ 0.61 $ 0.40 $ 0.81 $ (0.54) $ (0.51) $ 0.26
Diluted ....................... 0.65 0.44 0.60 0.39 0.80 (0.53) (0.50) 0.26
Weighted average shares
outstanding:
Basic ......................... 17,383 14,728 14,690 13,284 10,003 8,611 6,562 5,062
Diluted ....................... 17,468 14,848 14,840 13,547 10,196 8,789 6,669 5,078

DECEMBER 31,
JULY 24, APRIL 24, APRIL 25, APRIL 26, APRIL 30, -----------------------
1999 1999 1998 1997 1996 1995 1994
-------- --------- --------- --------- --------- --------- ---------

BALANCE SHEET DATA:
Working capital (deficit)........ $145,269 $117,194 $47,791 $14,491 $(3,663) $(1,052) $ 3,512
Total assets..................... 502,947 437,708 223,729 87,685 54,573 54,040 44,267
Long-term debt................... 176,302 161,691 63,014 33,792 15,031 15,294 11,675
Total debt....................... 187,952 173,285 83,302 60,746 40,918 39,783 32,276
Stockholders' equity (deficit)... 217,372 202,687 106,466 16,329 (4,267) (620) 1,827

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(a) The historical financial information of School Specialty, Inc., a
Wisconsin corporation, and The Re-Print Corp., both of which were acquired
by U.S. Office Products in business combinations accounted for under the
pooling-of-interests method in May 1996 and July 1996, respectively, have
been combined on a historical cost basis in accordance with generally
accepted accounting principles ("GAAP") to present this financial data as
if the two companies had always been members of the same operating group.
All business acquisitions since July 1996 have been accounted for under
the purchase method. The financial information of the businesses acquired
in business combinations accounted for under the purchase method is
included from the dates of their respective acquisitions.

(b) Certain reclassifications have been made to the historical financial data
for the fiscal years ended December 31, 1994 and 1995, the four months
ended April 30, 1996, and the fiscal years ended April 26, 1997 and April
25, 1998 to conform with the fiscal 1999 presentation. These
reclassifications had no effect on net income or net income per share.

(c) Results for the fiscal year ended April 26, 1997 include a benefit from
income taxes of $2.4 million primarily arising from the reversal of a $5.3
million valuation allowance in the quarter ended April 26, 1997. The
valuation allowance had been established in 1995 to offset the tax benefit
from net operating loss carryforwards included in our deferred tax assets,
because at the time it was not likely that such tax benefit would be
realized. The valuation allowance was reversed subsequent to our being
acquired by U.S. Office Products, because it was deemed "more likely than
not," based on improved results, that such tax benefit would be realized.

PRO FORMA COMBINED STATEMENT OF INCOME

The unaudited pro forma combined statement of income for the fiscal
year ended April 24, 1999 gives effect to (i) the June 1998 initial public
offering and concurrent offering to certain directors and officers, (ii) fiscal
1999 and fiscal 2000 purchase acquisitions, as if all such transactions had
occurred on April 26, 1998, (iii) the April 1999 secondary offering and (iv) the
underwriters exercise of their over allotment option on the secondary offering
in May 1999. The unaudited pro forma combined statement of income for the fiscal
year ended April 24, 1999 includes (i) our audited financial information for the
fiscal year ended April 24, 1999, (ii) the unaudited financial information of
fiscal 1999 purchase acquisitions for the period April 26, 1998 through their
respective dates of acquisition and (iii) the unaudited financial information of
fiscal 2000 purchase acquisitions for the period from April 26, 1998 through
April 24, 1999.

The pro forma adjustments are based upon preliminary estimates,
available information and certain assumptions that management deems appropriate.
The unaudited pro forma combined income statement presented herein does not
purport to represent what our results of operations would have been had the
transactions which are the subject of the pro forma adjustments occurred on
those dates, as assumed, and are not necessarily reflective of our results of
operations in any future period.

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Pro Forma Combined Statement of Income
For the Fiscal Year Ended April 24, 1999
(in thousands, except per share data)
(unaudited)

INDIVIDUALLY
NATIONAL INSIGNIFICANT
SCHOOL SCHOOL HAMMOND & PURCHASE
SPECIALTY, INC. SUPPLY SPORTIME STEPHENS ACQUISITIONS
--------------- -------- ---------- ---------- -------------

Revenues...................... $ 521,704 $53,690 $ 26,591 $ 2,380 $ 28,015

Cost of revenues.............. 341,783 36,122 12,471 1,181 19,582
----------- ------- --------- --------- ----------
Gross profit............... 179,921 34.5% 17,568 32.7% 14,120 53.1% 1,199 50.4% 8,433 30.1%

Selling, general and
administrative expenses... 144,659 12,948 12,003 476 9,326

Restructuring costs........... 5,274 127 -- -- --
----------- ------- --------- --------- ----------
Operating income............ 29,988 5.7% 4,493 8.4% 2,117 8.0% 723 30.4% (893) -3.2%

Other (income) expense:
Interest expense............ 12,735 1,265 16 -- 144
Interest income............. (134) -- -- -- 33
Other....................... (228) 235 200 (15) (15)
----------- ------- --------- --------- ----------
Income before provision for
income taxes................. 17,615 2,993 1,901 738 (1,055)
Provision for income taxes.... 8,719 4 -- -- 197
----------- ------- --------- --------- ----------
Net income.................... $ 8,896 $ 2,989 $ 1,901 $ 738 $ (1,252)
=========== ======= ========= ========= ==========

Weighted average shares:
Basic....................... 14,690
Diluted..................... 14,840

Net income per share:
Basic....................... 0.61
Diluted..................... 0.60

PRO FORMA
COMMON STOCK
PRO FORMA PRO FORMA OFFERING PRO FORMA
ADJUSTMENTS COMBINED ADJUSTMENTS AS ADJUSTED
----------- ------------ ------------ -------------

Revenues...................... $ -- $ 632,380 $ -- $ 632,380

Cost of revenues.............. -- 411,139 -- 411,139
------- ---------- ------------ -----------
Gross profit............... -- 221,241 -- 221,241

Selling, general and
administrative expenses... 24 (a) 180,025 -- 180,025
773 (b)
(184)(c)
Restructuring costs........... -- 5,401 -- 5,401
------- ---------- ------------ -----------
Operating income............ (613) 35,815 -- 35,815

Other (income) expense:
Interest expense............ 2,593 (d) 16,753 (3,364)(f) 13,389
Interest income............. (33)(d) (134) -- (134)
Other....................... -- 177 -- 177
------- ---------- ------------ -----------
Income before provision for
income taxes.................. (3,173) 19,019 3,364 22,383
Provision for income taxes.... 783 (e) 9,703 1,352 11,055
------- ---------- ------------ -----------

Net income.................... $(3,956) $ 9,316 $ 2,012 $ 11,328
======= ========== ============ ===========

Weighted average shares:
Basic....................... 15,280 (g) 17,778 (h)
Diluted..................... 15,310 (g) 17,808 (h)

Net income per share:
Basic....................... 0.61 0.64
Diluted..................... 0.61 0.64

- -------------------

(a) Adjustment to reflect additional corporate overhead expenses to be
incurred as a stand-alone, publicly traded entity, rather than as a
division of U.S. Office Products.

(b) Adjustment to reflect increase in amortization expense relating to
goodwill recorded in purchase accounting related to purchase acquisitions
for the periods prior to the respective dates of acquisition. We have
recorded goodwill amortization in the historical financial statements from
the respective dates of acquisition forward. The goodwill for each
transaction is being amortized over its estimated life, ranging from 15 to
40 years.

(c) Adjustment to decrease selling, general and administrative expenses to
eliminate non-recurring acquisition costs incurred by SmartStuff as part
of our acquisition of SmartStuff.

(d) Adjustment to reflect an increase in interest expense. Interest expense is
being calculated on the average pro forma debt outstanding during the
applicable period at a weighted average interest rate of approximately
7.9%. The adjustment reflects a reduction in interest income to zero as we
generally expect to use available cash to repay debt. Pro forma interest
expense will fluctuate approximately $154 on an annual basis for each
0.125% change in interest rates.

(e) Adjustment to calculate the provision for income taxes on the pro forma
combined results at an effective income tax rate of approximately 51%. The
difference between the effective tax rate and the statutory tax rate of
35% relates primarily to state income taxes and nondeductible goodwill.

(f) Adjustment to reflect a decrease in interest expense as a result of the
utilization of the net proceeds from the secondary offering and the
underwriters over allotment option to repay approximately $43,000 of
long-term debt at an annual interest rate of 7.9%.

(g) Weighted average shares outstanding used to calculate combined pro forma
earnings per share is calculated based upon our weighted average shares,
adjusted to reflect the shares sold in the June 1998 initial public
offering and the concurrent offering to certain officers and directors, as
if these offerings occurred at the beginning of fiscal 1999 and to reflect
shares issued in accordance with acquisitions, as if the shares were
issued at the beginning of fiscal 1999.

(h) Weighted average shares outstanding used to calculate pro forma as
adjusted earnings per share is calculated based upon the pro forma
weighted average shares described in note (g), adjusted to reflect 2,400
shares sold in conjunction with a secondary public offering in April 1999,
and an additional 151 shares to the underwriters of our secondary offering
through their exercise of their over allotment option in May 1999.

SECURITIES COVERED BY THIS PROSPECTUS

Shares Issued in Connection with Acquisitions. This prospectus relates
to 3,000,000 shares of common stock that we may issue from time to time in
connection with future acquisitions of businesses or assets.

We expect that the terms of any such acquisitions will be determined by
direct negotiations with the owners or controlling persons of the businesses or
assets to be acquired. The consideration for such acquisitions may consist of
shares of our common stock, cash, notes or other evidences of debt, assumptions

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of liabilities or a combination thereof. With respect to shares of common stock
issued, we expect that such shares will be valued at prices reasonably related
to current market prices at the time that an acquisition is agreed upon, at or
about the time of delivery of shares or at such other time or over such other
period as may be agreed upon. Shares of our common stock may be issued in
exchange for shares of capital stock, partnership interests or other assets
representing an interest in the company or entity to be acquired, in exchange
for assets used in or related to the business of such entities or otherwise
pursuant to the acquisition agreement.

Resales of Shares Issued in Acquisitions. This prospectus, as amended
or supplemented, has also been prepared for use by selling stockholders and
their donees and pledgees (collectively, "selling stockholders"). Selling
stockholders are those persons who receive shares of common stock in
acquisitions and who wish to resell such shares in transactions in which they
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933. Resales by a selling stockholder under this prospectus, as amended or
supplemented, are permitted only with our prior written consent. Resales may
also be made pursuant to Rule 145(d) under the Securities Act of 1933, or
pursuant to an exemption from the registration provisions of such Act.

We will not receive any of the proceeds from any such resales. All
costs, expenses and fees in connection with the registration of the shares
offered hereby will be borne by us; brokerage commissions and similar selling
expenses, if any, attributable to the resale of such shares will be borne by the
selling stockholders.

Resales of shares of common stock may be effected by selling
stockholders from time to time in one or more types of transactions (which may
include block transactions) on the Nasdaq National Market, in the
over-the-counter market, in negotiated transactions or a combination of such
methods of sale at market prices prevailing at the time of sale or at negotiated
prices. Such transactions may be effected by selling shares directly to
purchasers or to or through broker-dealers, which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).

Selling stockholders and any broker-dealers that act in connection with
the resale of shares might be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, and any commissions received by such broker-dealers
and any profit on the resale of the shares sold by them while acting as
principals might be deemed to be underwriting compensation under the Securities
Act of 1933.

We may agree to indemnify a selling stockholder against certain
liabilities, including liabilities arising under the Securities Act of 1933. We
may also agree, in conjunction with a selling stockholder, to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of shares against certain liabilities, including liabilities arising under the
Securities Act of 1933.

Upon being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for a sale of shares
through a block trade, special offering, exchange distribution or

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secondary distribution or a purchase by a broker or a dealer, we will file a
supplement to this prospectus, if required, pursuant to Rule 424(b) under the
Securities Act of 1933, disclosing (1) the name of each such selling stockholder
and of the participating broker-dealer(s), (2) the number of shares involved,
(3) the price at which such shares were sold, (4) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable, (5)
that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus and (6)
other facts material to the transaction. In addition, upon being notified by a
selling stockholder that a donee or pledgee intends to sell more than 500
shares, we will file a supplement to this prospectus.

LEGAL MATTERS

The validity of the shares of common stock offered hereby has been
passed upon by Godfrey & Kahn, S.C., Milwaukee, Wisconsin. In the opinion of
Godfrey & Kahn, S.C., the shares, upon issuance in accordance with this
prospectus, will be duly authorized and validly issued, fully paid and, subject
to Section 180.0622(2)(b) of the Wisconsin Statutes, nonassessable. While we are
a Delaware corporation, we are qualified as a foreign corporation in the State
of Wisconsin, and Wisconsin courts have held Section 180.0622(2)(b) of the
Wisconsin Statutes to be applicable to foreign corporations. Under that statute,
holders of our common stock may be held liable up to the amount equal to the par
value of the common stock owned by such holder for all debt owing to employees
for services performed, but not exceeding six months' service in any one case.
Some Wisconsin courts have interpreted "par value" to mean the full amount paid
by the holders to purchase the common stock.

EXPERTS

Our financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the year ended April 24, 1999 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

The audited financial statements of The National School Supply Company
and Subsidiaries incorporated by reference in this prospectus have been audited
by Ernst & Young LLP, independent auditors, as indicated in their report with
respect thereto, and are incorporated by reference in reliance on the authority
of such firm as experts in giving such report.

The audited financial statements of Select Service Supply Co., Inc.
incorporated by reference in this prospectus have been audited by Ernst & Young
LLP, independent auditors, as indicated in their report with respect thereto,
and are incorporated by reference in reliance on the authority of such firm as
experts in giving such report.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Securities
Exchange Act of 1934, and in accordance therewith, file reports, proxy and
information statements and other information with the Securities and Exchange
Commission. We have filed with the Securities and Exchange Commission a
registration statement on Form S-4 under the Securities Act of 1933 with respect
to the common stock offered hereby. This prospectus does not contain all the
information set forth in the registration statement and exhibits thereto, or
amendments thereto, to which reference is hereby made. Such reports, proxy and
information statements, registration statement and exhibits and other
information filed by us may be

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inspected and, upon payment of prescribed fees, copied at the public reference
facilities of the Securities and Exchange Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549, and at the regional offices of the Securities and
Exchange Commission at Seven World Trade Center, New York, New York 10048, and
at Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. You may
obtain information on the operation of the public reference facilities by
calling the Securities and Exchange Commission at 1-800-SEC-0330. Such
information may also be accessed electronically by means of the Securities and
Exchange Commission's website on the Internet at http://www.sec.gov. In
addition, our common stock is listed on the Nasdaq National Market, and such
reports, proxy and information statements, registration statement and other
information should be available for inspection and copying at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

DOCUMENTS INCORPORATED BY REFERENCE

The Securities and Exchange Commission allows us to "incorporate by
reference" into this prospectus the information we file with them, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and information that we file later with the Securities and
Exchange Commission will automatically update and supercede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the Securities and Exchange Commission under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, including any we make
after the date we file the registration statement of which this prospectus is a
part and before the registration statement becomes effective:

(1) our Annual Report on Form 10-K for the year ended
April 24, 1999;

(2) our Quarterly Report on Form 10-Q for the quarter
ended July 24, 1999;

(3) our current reports on Form 8-K filed on September
14, 1998 (relating to the National School Supply
Company and subsidiaries only), April 26, 1999 and
July 14, 1999; and

(4) the description of our common stock contained in our
registration statement filed pursuant to Section 12
of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating
such description.