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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC FILE NUMBER 333-56239
CUSIP NUMBER
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: April 5, 2003
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
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 - RULES 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. (Attach extra sheets if needed.)
La Petite Academy, Inc. (the "Company") is unable to file its Quarterly
Report on Form 10-Q for the quarterly period ended April 5, 2003 without
unreasonable effort or expense due to the inability of management to complete
the preparation of the required interim financial statements for the third
quarter of fiscal 2003 for the reasons discussed below. The Company had also
previously filed (a) on September 27, 2002, 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, (b) on December 3, 2002, a Notification of Late
Filing on Form 12b-25 with respect to the Company's Quarterly Report on Form
10-Q for the quarterly period ended October 19, 2002 and (c) on February 25,
2003, a Notification of Late Filing on Form 12b-25 with respect to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended January 11, 2003.
On February 21, 2003, the Company filed its Annual Report of Form 10-K. As of
the date hereof, the Company still has not filed its Quarterly Report on Form
10-Q for the first and second quarters of fiscal 2003 due to the inability of
management to complete the preparation of the required interim financial
statements for the reasons discussed below.
As previously disclosed in the Company's Annual Report on Form 10-K filed on
February 21, 2003, the Company determined subsequent to April 2002 that certain
asset, liability, revenue and expense items were incorrectly reported or
recognized in previously issued quarterly and annual financial statements. The
correction of these errors resulted in total charges to current and prior year
earnings of approximately $32.5 million, on an after-tax basis. The Company has
restated, among other things, its balance sheet as of June 30, 2001 and
statements of operations and comprehensive loss and cash flows for each of the
52 weeks ended June 30, 2001 and the unaudited quarterly selected financial data
for each of the
fiscal quarters in the 52 weeks ended June 29, 2002. Accordingly, the Company's
restated unaudited quarterly financial statements for the first, second and
third fiscal quarters of fiscal 2002 are required to be included in the
Company's Quarterly Report on Form 10-Q for the quarterly and the forty week
period ended April 5, 2003.
Given the amount of the Company's resources and management attention
that were required to complete the restatements in order to be able to file the
Annual Report on Form 10-K by February 21, 2003, the number of items to be
restated during the first, second and third quarters of fiscal 2002, the
magnitude of the charges and the continued inability of management to complete
the preparation of the Company's unaudited interim financial statements for the
fiscal quarters ended October 19, 2002 and January 11, 2003, 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 April 5,
2003 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 answer is no,
identify report(s). [ ] Yes [X] No
The Company has not filed its Quarterly Reports on Form 10-Q for the fiscal
quarters ended
(a) October 19, 2002 and (b) January 11, 2003.
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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
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 April 5, 2003
and why the anticipated change from the quarterly period ended April 6, 2002
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
hereunto duly authorized.
Date May 20, 2003 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 of
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
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International misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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).