SEC 1344 PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF
(2-2002) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------
WASHINGTON, D.C. 20549 OMB Number: 3235-0058
Expires: January 31, 2005
FORM 12b-25 Estimated average burden
hours per response....2.50
NOTIFICATION OF LATE FILING --------------------------
SEC FILE NUMBER 333-56239
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CUSIP NUMBER
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(Check One)
/ / Form 10-K / / Form 11-K
/ / Form 20-F /X/ Form 10-Q / / Form N-SAR
For Period Ended: October 19, 2002
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/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
La Petite Academy, Inc.
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Full Name of Registrant
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Former Name if Applicable
130 South Jefferson Street, Suite 300
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Address of Principal Executive Office (Street and Number)
Chicago, Illinois 60661
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City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
/ / (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
La Petite Academy, Inc. (the "Company") is unable to file its Quarterly
Report on Form 10-Q for the quarterly period ended October 19, 2002 without
unreasonable effort or expense due to the inability of management to complete
the preparation of the required interim financial statements for the first
quarter of fiscal 2003 for the reasons discussed below. On September 27, 2002,
the Company also filed a Notification of Late Filing on Form 12b-25 with respect
to the Company's Annual Report on Form 10-K for the fiscal year ended June 29,
2002. As of the date hereof, the Company still has not filed its Annual Report
on Form 10-K due to the inability of management to complete the preparation of
the required financial statements for the fiscal year for the reasons discussed
below.
As previously disclosed in the Company's Current Report on Form 8-K filed
on September 16, 2002, the Company expects to take material charges to current
and prior year earnings, the specific amount of which is still subject to
determination pending the final completion of the audited financial statements
for the fiscal year ended June 29, 2002. The majority of these charges are
expected to consist of a write-down of the Company's assets resulting from an
analysis of the carrying value of certain long-term assets, including goodwill
and other intangibles and deferred tax assets. Management has determined that
certain of the charges will affect the unaudited financial statements for each
of the Company's quarterly periods in fiscal 2002 and the audited financial
statements for the fiscal year ended June 30, 2001 and prior periods.
Accordingly, the charges are expected to include adjustments to restate the
Company's financial statements for the first quarter of fiscal 2002, which
restated financial statements are required to be included in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended October 19, 2002.
Given the number of items to be restated, the magnitude of the charges, the
numerous fiscal periods affected by the restatement, including the first quarter
of fiscal 2002, and the continued inability of management to complete the
preparation of the Company's financial statements for the fiscal year ended June
29, 2002, it is not feasible for management of the Company to complete the
preparation of the Company's unaudited interim financial statements for the
quarterly period ended October 19, 2002 and for the Company to file its
Quarterly Report on Form 10-Q in a timely manner without unreasonable effort or
expense nor can a reasonable estimate of the Company's results for the quarterly
fiscal period be made at this time.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael F. Czlonka (312) 798-1200
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). / / Yes /X / No
The Company's Annual Report on Form 10-K for the fiscal year ended June 29, 2002
has not been filed.
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/X / Yes / / No
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If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Company's response contained in Part III is incorporated herein by
reference because the same explanation given in Part III applies as to why a
reasonable estimate of the results for the fiscal quarter ended October 19, 2002
and why the anticipated change from the quarterly period ended October 20, 2001
cannot be made.
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La Petite Academy, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date December 3, 2002 By /s/ Michael F. Czlonka
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Name: Michael F. Czlonka
Title: Chief Financial Officer and
duly authorized representative
of the registrant
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this Chapter).