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): NOVEMBER 1, 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 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.
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La Petite Academy, Inc. Delaware 333-56239 43-1243221
ITEM 5. OTHER EVENTS
As previously disclosed, La Petite Academy (the "Company") was not in compliance
with certain of the financial covenants contained in the Credit Agreement for
the third quarter ended April 6, 2002 and had received limited waivers
thereunder on May 20, 2002 and August 15, 2002 through the periods ended August
15, 2002 and September 30, 2002, respectively. In addition, the Company was not
in compliance with certain of the financial and informational covenants
contained in the Credit Agreement for the fourth quarter ended June 29, 2002. On
September 30, 2002, the Company and its parent, LPA Holding Corp., received a
limited waiver of noncompliance with such financial and informational covenants
through the period ended November 1, 2002. On November 1, 2002, the Company and
LPA Holding Corp. obtained an extension of the September 30, 2002 waiver. The
extension received on November 1, 2002 provides that the lenders will not
exercise their rights and remedies under the Credit Agreement with respect to
such non-compliance during the period through November 15, 2002. In addition,
the Company expects that it will not be able to comply with certain of the
financial covenants contained in the Credit Agreement for the first quarter of
fiscal 2003. 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 covenant non-compliance for the quarterly periods ending April 6, 2002 and
June 29, 2002, (b) to obtain a permanent waiver of the covenant non-compliance
(if any) occurring if the Company is required to restate its financial
statements for prior periods, the possibility of which restatement was
previously disclosed in the Company's current report on Form 8-K filed on
September 16, 2002, and (c) 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.
A copy of the extension of waiver discussed above is attached hereto as
Exhibit 10.1, which is incorporated herein by reference.
.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Number Description of Exhibits
10.1 Extension to Third Limited Waiver dated as of November 1, 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
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 November 4, 2002 /s/ Michael F. Czlonka
----------------------
By: Michael F. Czlonka
Senior Vice President and Chief
Financial Officer and duly authorized
representative of the registrant
SIGNATURE
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 November 4, 2002 /s/ Michael F. Czlonka
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By: Michael F. Czlonka
Senior Vice President and Chief
Financial Officer and duly authorized
representative of the registrant
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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10.1 Extension to Third Limited Waiver dated as of November 1, 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.