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): APRIL 24, 2003 (APRIL 8, 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 (I.R.S. Employer
incorporation or organization) File Number) (Identification 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
La Petite Academy, Inc. and its parent, LPA Holding Corp. (together,
the "Company"), are currently in default under its Credit Agreement. As of April
8, 2003, the Company failed to comply with certain informational covenants
contained in the Credit Agreement. Specifically, (a) in the course of preparing
and reviewing the draft Quarterly Reports on Form 10-Q for the fiscal quarters
ended October 19, 2002 and January 11, 2003, the Company discovered and
subsequently notified the lenders under the Credit Agreement that the financial
information previously furnished to the lenders pursuant to the Credit Agreement
for the thirty-two week fiscal period ended February 8, 2003 overstated income
before taxes; (b) the financial information for the thirty-six week fiscal
period ended March 8, 2003 has not been provided to the lenders pursuant to the
Credit Agreement within the time period required thereby; (c) the financial
information for the quarter ended January 11, 2003 has not been provided to the
lenders pursuant to the Credit Agreement within the time period required
thereby; and (d) a list of all material assets acquired by the Company and its
subsidiaries during the four-week fiscal period ended March 8, 2003 has not been
provided to the lenders pursuant to the Credit Agreement within the time period
required thereby. In addition, the Company failed to comply with the covenant
contained in the Credit Agreement requiring the Company to file by April 15,
2003 its Quarterly Reports on Form 10-Q for the fiscal quarters ended October
19, 2002 and January 11, 2003 with the Securities and Exchange Commission. As
the Company has previously disclosed on Forms 12b-25, the Company has been
unable to file its Quarterly Reports on Form 10-Q for the fiscal quarters ended
October 19, 2002 and January 11, 2003 on a timely basis due to the inability of
management to complete the preparation of the required unaudited financial
statements without unreasonable effort or expense.
The Company received a limited waiver of the defaults from the lenders
under the Credit Agreement on April 22, 2003. The limited waiver provides that
the lenders will not exercise their rights and remedies under the Credit
Agreement with respect to such defaults during the period through May 31, 2003.
The Company and LPA Holding Corp. expect to continue discussions with the
lenders under the Credit Agreement to obtain a permanent waiver of the foregoing
defaults. There can be no assurance that the Company will be able to obtain such
a permanent waiver to the Credit Agreement. The failure to do so would have a
material adverse effect on the Company.
A copy of the limited waiver dated April 22, 2003, is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Number Description of Exhibit
10.1 Fifth Limited Waiver dated as of April 22, 2003, to Credit Agreement
dated as of May 11, 1998, as amended, among LPA Holding Corp., La
Petite Academy, Inc., U.S. Bank National Association, as Administrative
Agent, Documentation Agent and Collateral Agent for the Lenders and as
Issuing Bank and Swingline Lender, and the Lender party thereto.
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: April 23, 2003
By: /s/ Michael Czlonka
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Michael Czlonka
Chief Financial Officer
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: April 23, 2003
By: /s/ Michael Czlonka
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Michael Czlonka
Chief Financial Officer