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 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 (I.R.S. Employer
incorporation or organization) File 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, 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. On
November 15, 2002, the Company and LPA Holding Corp. obtained a further
extension of the September 30, 2002 waiver. The extension received on November
15, 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 December 2, 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 dated November 15, 2002, 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 Second Extension to Third Limited Waiver dated as of November 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 November 19, 2002 /s/ Michael F. Czlonka
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By: Michael F. Czlonka
-------------------
Chief Financial Officer and Secretary
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 November 19, 2002 /s/ Michael F. Czlonka
----------------------
By: Michael F. Czlonka
Chief Financial Officer and Secretary
and duly authorized representative of
the registrant
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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10.1 Second Extension to Third Limited Waiver dated as of November 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.