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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
February 13, 1997
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Date of Report (Date as of earliest event reported)
KinderCare Learning Centers, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-17098 63-0941966
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2400 Presidents Drive
Montgomery, Alabama 36116
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(Address of principal executive offices)
(334) 277-5090
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Page 1 of 5 Pages
Exhibit Index begins
on Page 4
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Item 1. Changes in Control of Registrant
On February 13, 1997, KinderCare Learning Centers, Inc. (the
"Registrant") closed its merger with an affiliate of Kohlberg Kravis Roberts &
Co. ("KKR") pursuant to the terms of the Agreement and Plan of Merger dated as
of October 3, 1996, as amended by the amendment, dated December 27, 1996, among
the Registrant and KCLC Acquisition Corp. (the "Merger").
The Registrant has informed the NASDAQ Stock Market that it has
voluntarily terminated its listing of its common stock and warrants as NASDAQ
National Market System securities.
A press release of the Registrant is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 7. Financial Statement and Exhibits
(C) Exhibits
Reference is made to the Exhibit Index annexed hereto and made a part
hereof.
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SIGNATURES
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 hereunto duly authorized.
KINDERCARE LEARNING CENTERS, INC.
Date: February 24, 1997 By: /s/ PHILIP S. MASLOWE
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Philip S. Maslowe
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Merger dated as of October 3, 1996
between KinderCare learning Centers, Inc. And KCLC Acquisition
Corp. (incorporated by reference to Exhibit 2 to the
Registrant's Form 8-K dated October 3, 1996).
2.2 Amendment to the Agreement and Plan of Merger, dated as of
December 27, 1996, between KinderCare Learning Centers, Inc.
and KCLC Acquisition Corp. (incorporated by reference to
Exhibit 2.2 to the Registrant's Form 8-K dated January 3,
1997).
99.1 Press Release issued February 13, 1997 by KinderCare Learning
Centers, Inc.
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EXHIBIT 99.1
[LETTERHEAD] KINDERCARE(R) NEWS
FOR IMMEDIATE RELEASE
CONTACT: FOR KINDERCARE FOR KKR
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THOMAS D. JOHNSON, JR. RUTH PACHMAN/DAWN DOVER
DIRECTOR OF INVESTOR RELATIONS JOSH PEKARSKY
AND MARKETING KEKST AND COMPANY
(334) 260-7668 (212) 593-2655
KINDERCARE CLOSES MERGER WITH KKR AFFILIATE
Montgomery, Al. - February 13, 1997 - KinderCare Learning Centers, Inc.
(Nasdaq: KCLC) today announced the successful closing of its merger with an
affiliate of Kohlberg Kravis Roberts & Co. (KKR). Approximately 85% of the
outstanding shares of KinderCare common stock were voted in favor of the merger.
As previously announced, KinderCare shareholders were able to elect to receive
$19.00 in cash for each of their shares or to retain existing KinderCare common
stock. The election was subject to proration so that approximately 93% of the
outstanding KinderCare shares would be exchanged for cash and approximately 7%
would be retained by existing shareholders. Since KinderCare shareholders
elected to retain more than 7% of the outstanding shares of KinderCare common
stock, approximately 27% of the shares with respect to which a properly
completed election was made to retain shares will be retained, and the
remaining shares with respect to which an election was made will be converted
into the right to receive $19.00 per share in cash. With respect to shares of
KinderCare common stock which did not elect to be retained, all shares will be
converted into the right to receive $19.00 per share in cash.
KinderCare is the largest preschool and child care provider in the United
States. At the end of the second quarter of fiscal 1997, under the banners of
KinderCare Learning Centers, Inc., KINDERCARE AT WORK(R) and KID'S CHOICE(TM),
the company operated 1148 centers in 38 states and the United Kingdom with an
enrollment of approximately 125,000 full-time and part-time children and
employed approximately 22,000 people. Children's education programs include:
toddler programs Look at Me(R) and Let Me Do It(R); preschool programs My
Window on the World(R) and Once Upon a Time...(R); and the schoolage program KC
Imagination Highway(TM). The Company was founded in 1969 and is headquartered
in Montgomery, Alabama.
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KinderCare Learning Centers, Inc. - 2400 Presidents Drive -
Montgomery, Alabama 36116 - (334) 277-5090
