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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
FOR THE QUARTERLY PERIOD ENDED MARCH 7, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________________TO____________________
COMMISSION FILE NUMBER 0-17098
KINDERCARE LEARNING CENTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 63-0941966
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
2400 PRESIDENTS DRIVE
MONTGOMERY, ALABAMA 36116
(Address of principal executive offices)
(334) 277-5090
(Registrant's telephone number, including area code)
NONE
(Former name, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing required for the past 90 days. Yes X No
------ ------
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
------- -------
The number of shares of Registrant's Common Stock $.01 par value per
share, outstanding at April 4, 1997 was 9,368,421.
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Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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2.1 (a) Agreement and Plan of Merger dated as of October 3, 1996,
between KinderCare Learning Centers, Inc. ("KinderCare") and KCLC
Acquisition Corp. ("KCLC Acquisition") (incorporated by reference to
Exhibit 2.1(a) to KinderCare's Form S-4, filed January 7, 1997, File
no., 333-19345).
(b) Merger Agreement Amendment dated as of December 27, 1996 between
KinderCare and KCLC Acquisition (incorporated by reference to Exhibit
2.1(b) to KinderCare's Form S-4, filed January 7, 1997, File no.
333-19345).
2.2 (a) Voting Agreement, dated as of October 3, 1996, among KCLC
Acquisition and the stockholders parties thereto (incorporated by
reference to Exhibit 2.2(a) to KinderCare's Form S-4, filed January
7, 1997, File no. 333-19345).
(b) Voting Agreement Amendment dated as of December 27, 1997 among
KCLC Acquisition and the stockholders parties thereto (incorporated
by reference to Exhibit 2.2(b) to KinderCare's Form S-4, filed
January 7, 1997, File no. 333-19345).
2.3 Stockholders' Agreement between KinderCare Leaning Centers, Inc. and
the stockholders parties thereto (incorporated by reference from
Exhibit 2.3 of Amendment No. 1 to the Registrant's Registration
Statement on Form S-4 dated April 9, 1997, File no. 333-23127).
3.1 Certificate of Merger of KCLC Acquisition Corp. into KinderCare
Learning Centers, Inc. (incorporated by reference from Exhibit 3.1 of
Amendment No. 1 to the Registrant's Registration Statement on Form
S-4 dated April 9, 1997, File no. 333-23127).
3.2 By-Laws of KinderCare Learning Centers, Inc. (incorporated by
reference from Exhibit 3.2 of Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 dated April 9, 1997, File no.
333-23127).
4.1 Indenture dated as of February 13, 1997 between KinderCare Leaning
Centers, Inc. and Marine Midland Bank, as Trustee, (incorporated by
reference from Exhibit 4.1 of Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 dated April 9, 1997, File no.
333-23127).
4.2 Form of 9 1/2% Senior Subordinated Note due 2009 (incorporated by
reference from Exhibit 4.2 of Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 dated April 9, 1997, File no.
333-23127).
4.3 Form of 9 1/2% Series B Senior Subordinated Notes due 2009
(incorporated by reference from Exhibit 4.3 of Amendment No. 1 to the
Registrant's Registration Statement on Form S-4 dated April 9, 1997,
File no. 333-23127).
4.4 Registration Rights Agreement dated February 13, 1997, among
KinderCare Learning Centers, Inc., Chase Securities Inc., BT
Securities Corporation, Salomon Brothers Inc. and Smith Barney Inc.
(incorporated by reference from Exhibit 4.4 of Amendment No. 1 to the
Registrant's Registration Statement on Form S-4 dated April 9, 1997,
File no. 333-23127).
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10.1 Credit Agreement, dated as of February 13, 1997, among KinderCare
Learning Centers, Inc., the several lenders from time to time parties
thereto, and the Chase Manhattan Bank as administrative agent, hereby
incorporated by reference from Exhibit 10.1 of Amendment No. 1 to the
Registrant's Registration Statement on Form S-4 dated April 9, 1997.
10.2 Registration Rights Agreement, dated as of February 13, 1997, among
KCLC Acquisition Corp., KLC Associates L.P. and KKR Partners II,
L.P., hereby incorporated by reference from Exhibit 10.2 of Amendment
No. 1 to the Registrant's Registration Statement on Form S-4 dated
April 9, 1997.
10.3 Purchase Agreement, dated as of February 13, 1997, among KinderCare
Learning Centers, Inc., Chase Securities Inc., BT Securities
Corporation, Salomon Brothers Inc. and Smith Barney Inc., hereby
incorporated by reference from Exhibit 10.3 of Amendment No. 1 to the
Registrant's Registration Statement on Form S-4 dated April 9, 1997.
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(b) Reports on Form 8-K
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<S> <C>
(i) A report on Form 8-K dated January 3, 1997, announced an Amendment
to the Agreement and Plan of Merger with KCLC Acquisition Corp., an
affiliate of Kohlberg Kravis Roberts & Co., L.P.
(ii) A report on Form 8-K dated February 13, 1997, announced the
consummation of the Agreement and Plan of Merger with KCLC
Acquisition Corp., an affiliate of Kohlberg Kravis Roberts & Co.,
L.P..
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
KINDERCARE LEARNING CENTERS, INC.
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(Registrant)
Date: April 24, 1997 /s/ David J. Johnson
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David J. Johnson
Chairman and Chief Executive Officer
Date: April 24, 1997 /s/ Philip L. Maslowe
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Philip L. Maslowe
Executive Vice-President and Chief Financial Officer
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