SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 14, 1996
KINDERCARE LEARNING CENTERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17098 63-0941966
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2400 PRESIDENTS DRIVE
MONTGOMERY, ALABAMA 36116
(Address of principal executive offices)
Registrant's telephone number, including area code
(334) 277-5090
(Former name or former address, if changed since last report)
Not Applicable
Item 5. Other Events.
On November 14, 1996, KinderCare Learning Centers, Inc. (the
"registrant") consummated a tender offer and consent solicitation it had
commenced on October 16, 1996 with respect to its 10-3/8% Senior Securities due
2001 (the "Securities"). The Securities were issued pursuant to an Indenture
(the "Indenture"), dated as of June 2, 1994, by and between the registrant, as
issuer, and AmSouth Bank of Alabama ("AmSouth"), as trustee. The registrant
purchased in the tender offer $69,789,000 aggregate principal amount of the
Securities of the $70,000,000 outstanding and received consents in the consent
solicitation to proposed amendments to the Indenture in respect of a like
principal amount of the Securities. The registrant and AmSouth entered into a
Supplemental Indenture (the "Supplemental Indenture"), dated as of November 7,
1996, the provisions of which became operative upon consummation of the tender
offer and consent solicitation on November 14, 1996. The Supplemental
Indenture eliminated or modified certain covenants and other provisions
contained in the Indenture, thereby satisfying a condition to the consummation
of an agreement and plan of merger, dated as of October 3, 1996, between KCLC
Acquisition Corp., a Delaware corporation and an affiliate of Kohlberg Kravis
Roberts & Co., L.P., and the registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Exhibit Number Description
4 Supplemental Indenture, dated as of
November 7, 1996, by and between the
registrant and AmSouth.
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 hereunto duly authorized.
KINDERCARE LEARNING CENTERS, INC.
/s/ Philip L. Maslowe
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Name: Philip L. Maslowe
Title: Executive Vice President
and Chief Financial Officer
Dated: November 18, 1996
EXHIBIT INDEX
Exhibit Number Description
4 Supplemental Indenture, dated as of November 7, 1996,
by and between the registrant and AmSouth.