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): JANUARY 30, 2003
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 Identification
incorporation or organization) Number)
130 SOUTH JEFFERSON STREET, SUITE 300
CHICAGO, ILLINOIS 60661
(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
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.
On December 6, 2002, the Company obtained a fourth extension of the September
30, 2002 waiver. In addition, the Company was not in compliance with certain of
the financial and informational covenants contained in the Credit Agreement for
the first quarter ended September 30, 2002. On December 16, 2002, the Company
and its parent, LPA Holding Corp., received a limited waiver of noncompliance
with the foregoing financial and informational covenants. The limited waiver
received on December 16, 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 January 30, 2003. 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 second quarter of fiscal
2003. On January 30, 2003, the Company obtained an extension of the December 16,
2002 limited waiver. The extension received on January 30, 2003, 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 February
7, 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, June 29, 2002, and October 19, 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, (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.
A copy of the extension of limited waiver dated January 30, 2003, is
attached hereto as Exhibit 10.2, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
Number Description of Exhibits
10.1 First Extension to Fourth Limited Waiver dated as of January 30, 2003,
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: February 5, 2003 /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: February 5, 2003 /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 First Extension to Fourth Limited Waiver dated as of January
30, 2003, 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.