Exhibit 99.4
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 Our Clients:
Enclosed for your consideration is a Prospectus dated _____ __, 1998
(the "Prospectus") and a Letter of Transmittal (which together constitute the
"Exchange Offer") relating to the offer by La Petite Academy, Inc. and LPA
Holding Corp. (together, the "Issuers") 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). Old Notes may be tendered only in
integral multiples of $1,000.
The enclosed material is being forwarded to you as the beneficial owner
of Old Notes carried by us for your account or benefit but not registered in
your name. An exchange of any Old Notes may only be made by us as the registered
Holder and pursuant to your instructions. Therefore, the Issuers urge beneficial
owners of Old Notes registered in the name of a broker, dealer, commercial bank,
trust company or other nominee to contact such Holder promptly if they wish to
exchange Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to
exchange any or all such Old Notes held by us for your account or benefit,
pursuant to the terms and conditions set forth in the Prospectus and Letter of
Transmittal. We urge you to read carefully the Prospectus and Letter of
Transmittal before instructing us to exchange your Old Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to exchange Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer expires at 5:00 p.m., New
York City time, on ________ __, 1998, unless extended. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on __________ __, 1998, unless
the Exchange Offer is extended as provided in the Prospectus, in which case the
term "Expiration Date" shall mean the latest date and time to which the Exchange
Offer is extended. A tender of Old Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount of
the New Notes for each $1,000 principal amount of the Old Notes, of which
$145,000,000 aggregate principal amount was outstanding as of _________ __,
1998. The terms of the New Notes are identical in all 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.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE
"THE EXCHANGE OFFER -- CONDITIONS" IN THE PROSPECTUS.
3. The Exchange Offer and
withdrawal rights will expire at 5:00 p.m., New York City time, on ________ __,
1998, unless extended.
4. The Issuers have agreed to pay the expenses of the Exchange Offer.
5. Any transfer taxes incident to the transfer of Old Notes from the
tendering Holder to the Issuers will be paid by the Issuers, except as provided
in the Prospectus and the Letter of Transmittal.
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.
If you wish us to tender any or all of your Old Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the attached instruction form. The accompanying Letter of
Transmittal is furnished to you for informational purposes only and may not be
used by you to exchange Old Notes held by us and registered in our name for your
account or benefit.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed material
referred to therein relating to the Exchange Offer of La Petite Academy, Inc.
and LPA Holding Corp.
This will instruct you to tender for exchange the aggregate principal amount
of Old Notes indicated below (or, if no aggregate principal amount is indicated
below, all Old Notes) held by you for the account or benefit of the
undersigned, pursuant to the terms of and conditions set forth in the
Prospectus and the Letter of Transmittal.
Aggregate Principal Amount of Old Notes to be tendered for exchange:
$________________
* I (we) understand that if I (we) sign this instruction form without indicating
an aggregate principal amount of Old Notes in the space above, all Old Notes
held by you for my (our) account will be tendered for exchange.
________________________________________________________________________________
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Signature(s)
________________________________________________________________________________
Capacity (full title), if signing in a fiduciary or representative capacity
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Name(s) and address, including zip code
Date: _____________________________________
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Area Code and Telephone Number
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Taxpayer Identification or Social Security No.