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): JUNE 4, 2003 (MAY 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
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 quarters ended October 19, 2002 and 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 (the "Fifth Limited Waiver") of
the defaults from the lenders under the Credit Agreement on April 22, 2003. The
Fifth Limited Waiver provided that the lenders would not exercise their rights
and remedies under the Credit Agreement with respect to such defaults during the
period through May 30, 2003. On May 30, 2003, the Company received an additional
limited waiver (the "Sixth Limited Waiver") of the foregoing defaults (including
an additional default resulting from the failure of the Company to provide the
financial information for the forty-four week fiscal period ended May 3, 2003 to
the lenders pursuant to the Credit Agreement within the time period required
thereby) from the lenders under the Credit Agreement. The Sixth 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 June
30, 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 May 30, 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 Sixth Limited Waiver dated as of May 30, 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: June 4, 2003
By: /s/ Michael F. Czlonka
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Michael F. 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: June 4, 2003
By: /s/ Michael F. Czlonka
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Michael F. Czlonka
Chief Financial Officer