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): AUGUST 15, 2002
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 (I.R.S. Employer
incorporation or organization) Number) 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.
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La Petite Academy, Inc. Delaware 333-56239 43-1243221
ITEM 5. OTHER EVENTS
As previously disclosed in the Quarterly Report on Form 10-Q for the
quarter ended April 6, 2002, La Petite Academy (the "Company") was not in
compliance with certain of the financial covenants contained in the Credit
Agreement for such quarterly period and had received on May 20, 2002 a limited
waiver thereunder through the period ended August 15, 2002. On August 15, 2002,
the Company and its parent, LPA Holding Corp., obtained another limited waiver
of non-compliance with those financial covenants for such quarter from the
requisite lenders under the Credit Agreement. The limited waiver received on
August 15 provides that the lenders will not exercise their rights and remedies
under the Credit Agreement with respect to such financial covenant
non-compliance during the period through September 30, 2002. Consistent with its
prior disclosure, the Company continues to expect that it will not be able to
comply with certain of the financial covenants contained in the Credit Agreement
for the fourth quarter of fiscal 2002. The Company and LPA Holding Corp. expect
to continue discussions with the lenders under the Credit Agreement (a) to
obtain a permanent waiver of the financial covenant non-compliance for the
quarterly period ending April 6, 2002 and (b) to amend its financial covenants,
commencing with the quarterly period ending on June 29, 2002, based on the
Company's current operating conditions and projections. There can be no
assurance that the Company and LPA Holding Corp. will be able to obtain such a
permanent waiver and/or amendment to the Credit Agreement. The failure to do so
would have a material adverse effect on the Company and LPA Holding Corp.
Copies of each of the waivers discussed above are attached hereto as
Exhibits 10.1 and 10.2, each of which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Number Description of Exhibits
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10.1 First Limited Waiver dated as of May 20, 2002 to Credit Agreement dated
as of May 11, 1998, as amended, 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 as Issuing Bank and Swingline Lender and Chase Bank
of Texas, National Association, (formerly known as The Chase Manhattan
Bank) as Syndication Agent.
10.2 Second Limited Waiver dated as of August 15, 2002 to Credit Agreement
dated as of May 11, 1998, as amended, 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 as Issuing Bank and Swingline
Lender and Chase Bank of Texas, National Association, (formerly known
as The Chase Manhattan Bank) as Syndication Agent.
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 August 20, 2002 /s/ Judith A. Rogala
--------------------------------
By: Judith A. Rogala
Chief Executive Officer and
duly authorized representative
of the registrant
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 August 20, 2002 /s/ Judith A. Rogala
--------------------------------
By: Judith A. Rogala
Chief Executive Officer and
duly authorized representative
of the registrant
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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10.1 First Limited Waiver dated as of May 20, 2002 to Credit Agreement
dated as of May 11, 1998, as amended, 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 as Issuing Bank and
Swingline Lender and Chase Bank of Texas, National Association,
(formerly known as The Chase Manhattan Bank) as Syndication
Agent.
10.2 Second Limited Waiver dated as of August 15, 2002 to Credit
Agreement dated as of May 11, 1998, as amended, 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 as
Issuing Bank and Swingline Lender and Chase Bank of Texas,
National Association, (formerly known as The Chase Manhattan
Bank) as Syndication Agent.