EXHIBIT 99.3
LA PETITE ACADEMY, INC.
AND
LPA HOLDING CORP.
Offer To Exchange Up To $145,000,000 Of Their
10% Series B Senior Notes Due 2008
For Any And All Of Their Outstanding
10% Senior Notes Due 2008
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ______ __, 1998, UNLESS EXTENDED.
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To Brokers, Dealers, Commercial Banks, _______ __ 1998
Trust Companies and Other Nominees:
La Petite Academy, Inc. and LPA Holding Corp. (together, the
"Issuers"), are offering, upon the terms and subject to the conditions set forth
in the Prospectus dated ______ __, 1998 (the "Prospectus") and the accompanying
Letter of Transmittal enclosed herewith (which together constitute the "Exchange
Offer"), to exchange their 10% Series B Senior Notes due 2008 (the "New Notes")
for an equal principal amount of their 10% Senior Notes due 2008 (the "Old
Notes" and together with the New Notes, the "Notes"). As set forth in the
Prospectus, the terms of the New Notes are identical in all material respects to
the Old Notes, except that the New Notes have been registered under the
Securities Act of 1933, as amended, and therefore will not bear legends
restricting their transfer and will not contain certain provisions providing for
the payment of liquidated damages to the holders of the Old Notes under certain
circumstances relating to the Registration Rights Agreement (as defined in the
Prospectus).
THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE "THE
EXCHANGE OFFER -- CONDITIONS" IN THE PROSPECTUS.
Enclosed herewith for your information and forwarding to your clients
are copies of the following documents:
1. the Prospectus, dated ______ __, 1998;
2. the Letter of Transmittal for your use (unless Old Notes are tendered by an
Agent's Message) and for the information of your clients (facsimile copies of
the Letter of Transmittal may be used to tender Old Notes);
3. a form of letter which may be sent to your clients for whose accounts you
hold Old Notes registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Exchange Offer;
4. a Notice of Guaranteed Delivery;
5. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
6. a return envelope addressed to PNC Bank, National Association, the
Exchange Agent.
YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________ __, 1998, UNLESS EXTENDED.
PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR
WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE
AS QUICKLY AS POSSIBLE.
In all cases, exchanges of Old Notes accepted for exchange pursuant to
the Exchange Offer will be made only after timely receipt by the Exchange Agent
of (a) certificates representing such Old Notes, or a Book-Entry Confirmation
(as defined in the Prospectus), as the case may be, (b) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, or an
Agent's Message and (c) any other required documents.
Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available or (ii) who cannot deliver their Old Notes, the Letter
of Transmittal or an Agent's Message and in either case together with any other
documents required by the Letter of Transmittal to the Exchange Agent prior to
the Expiration Date must tender their Old Notes according to the guaranteed
delivery procedures set forth under the caption "The Exchange Offer --
Guaranteed Delivery Procedures" in the Prospectus.
The Exchange Offer is not being made to, nor will tenders be accepted
from or on behalf of, holders of Old Notes residing in any jurisdiction in which
the making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.
The Issuers will not pay any fees or commissions to brokers, dealers or
other persons for soliciting exchanges of Notes pursuant to the Exchange Offer.
The Issuers will, however, upon request, reimburse you for customary clerical
and mailing expenses incurred by you in forwarding any of the enclosed materials
to your clients. The Issuers will pay or cause to be paid any transfer taxes
payable on the transfer of Notes to them, except as otherwise provided in
Instruction 9 of the Letter of Transmittal.
Questions and requests for assistance with respect to the Exchange
Offer or for copies of the Prospectus and Letter of Transmittal may be directed
to the Exchange Agent by telephone at (732) 220-3729 or by facsimile at (732)
220-3745.
Very truly yours,
LA PETITE ACADEMY, INC.
LPA HOLDING CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF THE ISSUERS, OR ANY AFFILIATE THEREOF, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.