UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 27, 2002. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission File Number: 000-24385 SCHOOL SPECIALTY, INC. (Exact Name of Registrant as Specified in its Charter) Wisconsin 39-0971239 (State or Other (IRS Employer Jurisdiction of Incorporation) Identification No.) W6316 Design Drive Greenville, Wisconsin (Address of Principal Executive Offices) 54942 (Zip Code) (920) 734-5712 (Registrant's Telephone Number, including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class August 23, 2002 ----- --------------- Common Stock, $0.001 par value 18,242,809 This Form 10-Q/A is filed to add Item 4 to Part I and to include the certifications specified in Release 34-46427, which was effective on August 29, 2002. ITEM 4. Controls and Procedures In the quarter ended July 27, 2002, there were no significant changes in our internal controls or other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses. We periodically review our internal controls for effectiveness and we plan to conduct an evaluation of our disclosure controls and procedures each quarter. 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) 09/09/02 /s/ David J. Vander Zanden -------- -------------------------------------------------- Date David J. Vander Zanden President and Chief Executive Officer 09/09/02 /s/ Mary M. Kabacinski -------- -------------------------------------------------- Date Mary M. Kabacinski Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) 1 CERTIFICATION I, David J. Vander Zanden, President and Chief Executive Officer of School Specialty, certify that: 1. I have reviewed this quarterly report on Form 10-Q of School Specialty, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; Date: September 9, 2002 /s/ David J. Vander Zanden ----------------------------------------- David J. Vander Zanden President and Chief Executive Officer 2 CERTIFICATION I, Mary M. Kabacinski, Executive Vice President and Chief Financial Officer of School Specialty, certify that: 1. I have reviewed this quarterly report on Form 10-Q of School Specialty, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; Date: September 9, 2002 /s/ Mary M. Kabacinski ---------------------------------------- Mary M. Kabacinski Executive Vice President and Chief Financial Officer 3