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 2, 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)
130 SOUTH JEFFERSON [STREET], SUITE 300
CHICAGO, ILLINOIS [66210]
(312) 798-1200
(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
(a) On December 6, 2002, LPA Holding Corp. ("Holding") and its wholly owned
subsidiary, La Petite Academy, Inc. ("La Petite" and, together with Holding and
its subsidiaries, the "Company"), announced the results of the internal
accounting review conducted by the Company's Audit Committee and the amount of
the charges to earnings to current and prior year earnings. The majority of
these charges, approximately $57.4 million, will consist of a write-down in the
fourth quarter of the fiscal year ended June 29, 2002 of the Company's assets
resulting from an analysis of the carrying value of certain long-term assets,
including goodwill and other intangibles. The Company also announced that it
will restate its previously issued financial statements for the fiscal years
ended June 30, 2001 and July 1, 2000 and its unaudited selected quarterly
financial data for the fiscal years ended June 29, 2002 and June 30, 2001. The
Company will include the audited restated financial statements in its Annual
Report on Form 10-K for the fiscal year ended June 29, 2002, which it expects to
file with the Securities and Exchange Commission prior to December 31, 2002.
A copy of the press release announcing the foregoing is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
(b) As previously disclosed, 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 obtained an extension of the
September 30, 2002 waiver. On November 15, 2002, the Company obtained a second
extension of the September 30, 2002 waiver. On December 2, 2002, the Company
obtained a third extension of the September 30, 2002 waiver. The extension
received on December 2, 2002 provided 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 6, 2002. On December 6, 2002,
the Company obtained a fourth extension of the September 30, 2002 waiver. The
extension received on December 6, 2002 provided 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 16, 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 financial 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 occurring in connection with the Company's restatement of its
financial statements for prior periods (as disclosed in the press release issued
by the Company on December 6, 2002 which is attached hereto as Exhibit 99.1),
(c) to obtain a permanent waiver of the informational covenant non-compliance,
and (d) to amend its financial and other covenants, commencing with the
quarterly period ending on January 11, 2003, based on the Company's current
operating conditions and projections. There can be no assurance that the Company
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.
Copies of each of the third extension of waiver dated December 2, 2002 and
the fourth extension of waiver dated December 6, 2002 discussed above are
attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, each of which is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Number Description of Exhibits
10.1 Third Extension to Third Limited Waiver dated as of December 2, 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 Fourth Extension to Third Limited Waiver dated as of December 6, 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.
99.1 Press Release dated December 6, 2002.
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: December 9, 2002 /s/ Michael F. Czlonka
By: Michael F. Czlonka
-------------------
Chief Financial Officer and Secretary 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: December 9, 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 Third Extension to Third Limited Waiver dated as of December 2,
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 Fourth Extension to Third Limited Waiver dated as of December 6,
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.
99.1 Press Release dated December 6, 2002.