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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
Amendment No. 2
Childtime Learning Centers, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
(CUSIP Number)
168820108
Benjamin R. Jacobson
595 Madison Avenue, Suite 3100
New York, NY 10022
(212) 758-4500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31 , 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 33 Pages
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
294,200 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
482,171 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
24,693 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
20,320 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
2,925,058 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
17,558 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
17,558 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
17,558 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
1,801 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
0 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
3,602 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
1,801 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
3,602 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
1,801 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
1,801 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSONS |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
3,602 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
720 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
901 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
961 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
SCHEDULE 13D
|
|
|
1 |
NAME OF REPORTING PERSON |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
1,801 |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
14 |
TYPE OF REPORTING PERSON* |
This Statement on Schedule 13D/A, Amendment No. 2 relates to the shares of Common Stock, no par value (the "Shares") of Childtime Learning Centers, Inc., a Michigan corporation (the "Company"), and amends and supplements the Statement on Schedule 13D (the "13D"), dated July 24, 2000, and subsequently amended on August 22, 2000 ("Amendment No. 1") which was filed on behalf of JP Acquisition Fund II, L.P., JP Acquisition Fund III, L.P., JPAF, Limited Partnership, JPAF III, LLC, Jacobson Partners, Benjamin R. Jacobson, James F. Wilson, Michael L. Fuchs, George A. Kellner, Wm. Brian Little, Amcito Partners, L.P., Nathan Gantcher, Gerald L. Parsky, Paul V. Hoagland, Bernard Matte, Barcam Holdings, Inc., Raymond P. Barbrick, Harrison R. Horan, Walter E. Cisowski, Timothy Whelan, John Dickerson, Geraldine Ann Cachat, Jamie L. Goldberg, Trust FBO Nicholas Karlson and Trust U/A/D 12/21/87 FBO Sara Katherine Jacobson (the "Reporting Persons").
The address of the Companys principal executive offices is 38345 West 10 Mile Road, Suite 100, Farmington Hills, MI 48335.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented by adding thereto the following information:
On August 31, 2000, the Reporting Persons exercised Option 1 (as described in Amendment No. 1) and, accordingly, acquired as a group an aggregate of 294,117 Shares at a price of $8.50 per Share for an aggregate purchase price of $2,499,994.50.
The source of funds for the purchase of the Shares was the working capital and personal funds of the Reporting Persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented by adding thereto the following information:
(a) Based on information contained in the Companys proxy statement dated July 14, 2000, as of June 23, 2000 there were 4,931,655 shares of no par common stock of the Company issued and outstanding. Upon the exercise of Option 1 on August 31, 2000 there were 5,225,772 shares of no par common stock of the Company issued and outstanding.
On August 31, 2000, the Reporting Persons exercised Option 1 and, accordingly, acquired an aggregate of 294,117 Shares. As a result, the Reporting Persons have acquired an aggregate of 635,589 Shares which represent approximately 12.2% of the outstanding common stock of the Company. Prior to the acquisition of such Shares by the Reporting Persons, George A. Kellner, Chairman of the Board of the Company, was the beneficial owner of 2,905,000 Shares representing 58.9 % of the outstanding common stock of the Company. Prior to the acquisition of such Shares by the Reporting Persons, Benjamin R. Jacobson, a Director of the Company, and Mr. Kellner, were each the beneficial owner of 10,000 Shares subject to presently exercisable options granted under the Companys Director Stock Option Plan. In addition, on August 16, 2000, Messrs. Kellner and Jacobson were each granted options for the purchase of an additional 2,500 Shares under the Companys Director Stock Option Plan, which options will not become exercisable until August 16, 2001.
Accordingly, the Reporting Persons may be deemed to beneficially own an aggregate of 3,813,747 Shares representing approximately 69.23% of the Shares that would be outstanding assuming exercise of Option 2 and the presently exercisable options for an aggregate of 20,000 Shares held by Messrs. Jacobson and Kellner under the Companys Director Stock Option Plan.
The following chart sets forth the beneficial ownership of Shares by the Reporting Persons:
Name |
Number of Shares to |
Percentage |
JP Acquisition Fund II, |
294,200 |
5.36% |
JP Acquisition Fund |
482,171 |
8.78% |
JPAF, Limited |
2,942 |
0.05% |
JPAF III, LLC (4) |
964 |
0.02% |
Jacobson Partners (5) |
776,371 |
14.14% |
Benjamin R. Jacobson |
24,693 |
0.45% |
James F. Wilson (7) |
1,302 |
0.02% |
Michael L. Fuchs (8) |
20,320 |
0.37% |
George A. Kellner (6) |
2,925,058 |
53.17% |
Wm. Brian Little (10) |
17,558 |
0.32% |
Amcito Partners L.P. (11) |
17,558 |
0.32% |
Nathan Gantcher (12) |
17,558 |
0.32% |
Gerald L. Parsky (13) |
17,558 |
0.32% |
Paul V. Hoagland (14) |
1,801 |
0.03% |
Bernard Matte (15) |
3,602 |
0.07% |
Barcam Holdings, Inc. (16) |
3,602 |
0.07% |
Raymond P. Barbrick (17) |
1,801 |
0.03% |
Harrison R. Horan (18) |
3,602 |
0.07% |
Walter E. Cisowski (19) |
1,801 |
0.03% |
Timothy Whelan (20) |
1,801 |
0.03% |
John Dickerson (21) |
3,602 |
0.07% |
Geraldine Ann Cachat (22) |
720 |
0.01% |
Jamie L. Goldberg (23) |
901 |
0.02% |
Trust FBO Nicholas |
961 |
0.02% |
Trust U/A/D 12/21/87 |
1,801 |
0.03% |
*Option 1 and Option 2, as referenced in the footnotes below, are described in Item 6 below.
|
(1) |
Includes 86,143 Shares issuable pursuant to Option 2. |
|
(2) |
Includes 141,183 Shares issuable pursuant to Option 2. |
(3) |
Consists of JPAF, Limited Partnerships interest as general partner in the Shares owned by JP Acquisition Fund II, L.P., including 861 Shares issuable pursuant to Option 2. In addition, JPAF, Limited Partnership may be deemed the beneficial owner of the 294,200 Shares owned by JP Acquisition Fund II, L.P. |
(4) |
Consists of JPAF III, LLCs interest as general partner in the Shares owned by JP Acquisition Fund III, L.P., including 282 Shares issuable pursuant to Option 2. In addition, JPAF III, LLC may be deemed the beneficial owner of the 482,171 Shares owned by JP Acquisition Fund III, L.P. |
(5) |
Consists of the aggregate of 776,371 shares beneficially owned by JP Acquisition Fund II, L.P. and JP Acquisition Fund III, L.P. Jacobson Partners, as the general partner of JPAF, Limited Partnership, and as the sole member of JPAF III, LLC, may be deemed to be the beneficial owner of these Shares; however, Jacobson Partners disclaims beneficial ownership of such Shares except to the extent of its direct and indirect partnership and membership interests in such entities. |
(6) |
Includes 12,500 Shares issuable pursuant to stock options granted under the Companys Director Stock Option Plan (10,000 of which are currently exercisable and 2,500 of which will be exercisable on August 16, 2001). |
(7) |
Included in the Shares owned by JPAF, Limited Partnership and JPAF III, LLC. In addition as a general partner of Jacobson Partners, Mr. Wilson may be deemed to be the beneficial owner of the aggregate of 776,371 Shares beneficially owned by JP Acquisition Fund II, L.P. and JP Acquisition Fund III, L.P., however Mr. Wilson disclaims beneficial ownership of such shares except to the extent of his direct and indirect partnership interest and membership interests in those entities. |
(8) |
Includes 5,143 Shares issuable pursuant to Option 2. In addition as trustee of Trust FBO Nicholas Karlson and Trust U/A/D 12/21/87 FBO Sara Katherine Jacobson (collectively, the Trusts), Mr. Fuchs may be deemed to be the beneficial owner of the aggregate of 2,762 Shares beneficially owned by the Trusts. |
(9) |
Includes 2,427,373 Shares owned by Childcare Associates and 437,267 Shares owned by KD Partners II. Mr. Kellner is the managing partner of Childcare Associates and the managing partner of KD Special Situations Partners, the investment general partner of KD Partners II. Does not include 160,000 Shares beneficially owned by Harold A. Lewis, the President and Chief Executive Officer of the Company, which, pursuant to a voting agreement, are to be voted by Mr. Lewis as directed by Mr. Kellner for the five-year period ending on February 6, 2001 or, if sooner, until Childcare Associates and KD Partners II beneficially own, in the aggregate, less than 25% of the then outstanding Shares. In addition, includes 5,143 Shares issuable pursuant to Option 2. |
(10) |
Consists of 17,558 Shares owned by Amcito Partners, L.P. of which Mr. Little is general partner; however, Mr. Little disclaims beneficial ownership of such Shares except to the extent of his direct and indirect partnership interests in such entity. |
(11) |
Includes 5,143 Shares issuable pursuant to Option 2. |
(12) |
Includes 5,143 Shares issuable pursuant to Option 2. |
(13) |
Includes 5,143 Shares issuable pursuant to Option 2. |
(14) |
Includes 526 Shares issuable pursuant to Option 2. |
(15) |
Consists of 3,602 Shares owned by Barcam Holdings Inc. of which Mr. Matte is President and Chief Executive Officer; however Mr. Matte disclaims beneficial ownership of such Shares except to the extent of his direct and indirect ownership interests in such entity. |
(16) |
Includes 1,053 Shares issuable pursuant to Option 2. |
(17) |
Includes 526 Shares issuable pursuant to Option 2. |
(18) |
Includes 1,053 Shares issuable pursuant to Option 2. |
(19) |
Includes 526 Shares issuable pursuant to Option 2. |
(20) |
Includes 526 Shares issuable pursuant to Option 2. |
(21) |
Includes 1,053 Shares issuable pursuant to Option 2. |
(22) |
Includes 210 Shares issuable pursuant to Option 2. |
(23) |
Includes 264 Shares issuable pursuant to Option 2. |
|
(24) |
Includes 281 Shares issuable pursuant to Option 2. |
|
(25) |
Includes 526 Shares issuable pursuant to Option 2. |
|
(26) |
As the managing general partner of Jacobson Partners, Mr. Jacobson may be deemed to be the beneficial owner of the aggregate of 776,371 Shares beneficially owned by JP Acquisition Fund II, L.P. and JP Acquisition Fund III, L.P.; however, Mr. Jacobson disclaims beneficial ownership of such Shares except to the extent of his direct and indirect partnership interests and membership interests in those entities. In addition, includes 3,573 Shares issuable pursuant to Option 2. |
(b) See the response to 5(a)
(c) During the 60 days prior to the date of this filing, none of the Reporting Persons has effected any transactions in the Shares, other than the acquisition of (i) the 341,472 Shares described in Item 3 of Amendment No. 1, and (ii) the 294,117 Shares described in Item 3 above.
(d) No person other than those listed above has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock.
(e) Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
JP ACQUISITION FUND II, L.P. |
|
JP ACQUISITION FUND III, L.P. |
|
JACOBSON PARTNERS |
|
JPAF, LIMITED PARTNERSHIP |
|
JPAF III, LLC |
|
/s/ Benjamin R. Jacobson |
|