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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 13, 1999
LPA HOLDING CORP.
(Exact name of registrant as specified in its charter)
See Table of Additional Registrants
DELAWARE 333-56239-01 43-1144353
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
8717 WEST 110TH STREET, SUITE 300
OVERLAND PARK, KANSAS 66210
(913) 345-1250
(Address and Telephone Number of Registrant's Principal Executive Office)
ADDITIONAL REGISTRANTS
JURISDICTION OF COMMISSION IRS EMPLOYER
NAME INCORPORATION FILE NUMBER IDENTIFICATION NO.
- ------------------------- --------------- -------------- -----------------
La Petite Academy, Inc. Delaware 333-56239 43-1243221
LPA Services, Inc. Delaware 333-56239-02 74-2849053
Bright Start, Inc. Minnesota 333-56239-03 41-1694581
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ITEM 5. OTHER EVENTS
On December 13, 1999, LPA Holding Corp. ("Holdings") and La Petite
Academy, Inc. entered into Amendment No. 1, Consent and Waiver ("Amendment
No.1") to the Credit Agreement dated as of May 11, 1998 among LPA Holding Corp.,
La Petite Academy, Inc., Bank of America, N.A. (formerly known as NationsBank,
N.A.) as Administrative Agent, Documentation Agent and Collateral Agent for the
Lenders and The Chase Manhattan Bank as Syndication Agent.
On December 15, 1999, LPA Investment LLC, the owner of more than 50% of
the capital stock of Holdings, acquired an additional $15,000,000 of Holdings'
redeemable preferred stock and received warrants to purchase 3% of Holdings'
common stock on a fully diluted basis. In connection with the investment,
Holdings' Amended and Restated Certificate of Incorporation and the Certificate
of Designations governing Holdings' preferred stock have been amended.
On August 19, 1999, the Board of Directors of Holdings adopted the 1999
Stock Option Plan for Non-Director Employees (the "Option Plan"). In connection
with the election of certain directors, Holdings has amended the Option Plan and
its Stockholders Agreement.
Copies of the documents relating to the foregoing are attached as
Exhibits 3.1, 3.2, 10.1, 10.2, 10.3, 10.4 and 10.5, each of which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Number Description of Exhibits
- ------ -----------------------
3.1 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of LPA Holding Corp., filed on December 13, 1999.
3.2 Certificate of Amendment of the Certificate of Designations,
Preferences and Rights of Series A Redeemable Preferred Stock of LPA
Holding Corp., filed on December 13, 1999.
10.1 Amendment No. 1 Consent and Waiver dated as of December 13, 1999, to
the Credit Agreement dated as of May 11, 1998 among LPA Holding Corp.,
La Petite Academy, Inc., Bank of America, N.A. (formerly known as
NationsBank, N.A.) as Administrative Agent, Documentation Agent and
Collateral Agent for the Lenders and The Chase Manhattan Bank as
Syndication Agent.
10.2 Warrant No. 1 dated as of December 15, 1999, issued by LPA Holding
Corp. to LPA Investment LLC.
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10.3 Amendment No. 1 and Consent dated as of April 8, 1999, among LPA
Holding Corp., Vestar/LPT Limited Partnership, LPA Investment LLC and
the management stockholders named therein, to the Stockholders
Agreement dated as of May 11, 1999, among LPA Holding Corp., Vestar/LPT
Limited Partnership, LPA Investment LLC and the management stockholders
named therein.
10.4 LPA Holding Corp. 1999 Stock Option Plan for Non-Employee Directors.
10.5 Amendment No. 1 to the LPA Holding Corp. 1999 Stock Option Plan for
Non-Employee Directors.
99.1 Press Release dated December 13, 1999.
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EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- ------ -----------------------
3.1 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of LPA Holding Corp., filed on December 13, 1999.
3.2 Certificate of Amendment of the Certificate of Designations,
Preferences and Rights of Series A Redeemable Preferred Stock of LPA
Holding Corp., filed on December 13, 1999.
10.1 Amendment No. 1 Consent and Waiver dated as of December 13, 1999, to
the Credit Agreement dated as of May 11, 1998 among LPA Holding Corp.,
La Petite Academy, Inc., Bank of America, N.A. (formerly known as
NationsBank, N.A.) as Administrative Agent, Documentation Agent and
Collateral Agent for the Lenders and The Chase Manhattan Bank as
Syndication Agent.
10.2 Warrant No. 1 dated as of December 15, 1999, issued by LPA Holding
Corp. to LPA Investment LLC.
10.3 Amendment No. 1 and Consent dated as of April 8, 1999, among LPA
Holding Corp., Vestar/LPT Limited Partnership, LPA Investment LLC and
the management stockholders named therein, to the Stockholders
Agreement dated as of May 11, 1999, among LPA Holding Corp., Vestar/LPT
Limited Partnership, LPA Investment LLC and the management stockholders
named therein.
10.4 LPA Holding Corp. 1999 Stock Option Plan for Non-Employee Directors.
10.5 Amendment No. 1 to the LPA Holding Corp. 1999 Stock Option Plan for
Non-Employee Directors.
99.1 Press Release dated December 13, 1999.
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SIGNATURE
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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.
LPA HOLDING CORP.
Dated December 20, 1999 /s/ Joan K. Singleton
------------------------------------------------
By: Joan K. Singleton
Senior Vice President, Chief Financial Officer
and duly authorized representative of the
registrant
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SIGNATURE
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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.
LA PETITE ACADEMY, INC.
Dated December 20, 1999 /s/ Joan K. Singleton
------------------------------------------------
By: Joan K. Singleton
Senior Vice President, Chief Financial Officer
and duly authorized representative of the
registrant
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SIGNATURE
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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.
LPA SERVICES, INC.
Dated December 20, 1999 /s/ Joan K. Singleton
------------------------------------------------
By: Joan K. Singleton
Senior Vice President, Chief Financial Officer
and duly authorized representative of the
registrant
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SIGNATURE
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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.
BRIGHT START, INC.
Dated December 20, 1999 /s/ Joan K. Singleton
------------------------------------------------
By: Joan K. Singleton
Senior Vice President, Chief Financial Officer
and duly authorized representative of the
registrant