SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(AMENDMENT NO. 2)
A.C. Moore Arts & Crafts, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00086T10A
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(CUSIP Number)
7/31/06
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 4 Pages
CUSIP No. 00086T10A 13G PAGE 2 OF 4 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Massachusetts Financial Services Company ("MFS")
I.R.S. Identification No.: 04-2747644
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ] Not Applicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
1,046,860 ordinary shares**
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
1,046,860 ordinary shares**
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8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,046,860 ordinary shares**, of which shares are also beneficially owned
by certain other non-reporting entities as well as MFS.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
Not applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
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12 TYPE OF REPORTING PERSON
IA
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** MFS has sole voting and dispositive power over American Depositary Receipts
representing an aggregate of 2,752,394 ordinary shares, one New Israeli
Shekel par value per share.
SCHEDULE 13G PAGE 3 OF 4 PAGES
ITEM 1:
(a) NAME OF ISSUER:
SEE COVER PAGE
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
130 A.C. Moore Drive
Berlin, NJ 08009
ITEM 2:
(a) NAME OF PERSON FILING:
See item 1 on page 2
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
500 Boylston Street
Boston, MA 02116
(c) CITIZENSHIP:
See Item 4 on page 2
(d) TITLE OF CLASS OF SECURITIES:
See Cover Page
(e) CUSIP NUMBER:
See Cover Page
ITEM 3: The person filing is an investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E)
ITEM 4: OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
See Item 9 on page 2
(b) PERCENT OF CLASS:
See Item 11 on page 2
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS VOTING AND
DISPOSITIVE POWERS (SOLE AND SHARED):
See Items 5-8 on page 2
SCHEDULE 13G PAGE 4 OF 4 PAGES
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: [ ]
Not applicable
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10. CERTIFICATIONS:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 10, 2006
Massachusetts Financial Services Company
By: /s/ JEREMY KREAM
Jeremy Kream
Vice President and Assistant Secretary