KINDERCARE LEARNING CENTERS INC /DE
8-K, 1997-03-17
CHILD DAY CARE SERVICES
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<PAGE>   1


                           Washington, D.C.  20549


                                  FORM 8-K

                               CURRENT REPORT


                       Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934



                                March 14, 1997
- -------------------------------------------------------------------------------
             Date of Report (Date as of earliest event reported)



                      KinderCare Learning Centers, Inc.
- -------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)



     Delaware                     63-0941966                 0-17098
- -------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                (IRS  Employer
  of incorporation)               File Number)               Identification No.)



                            2400 Presidents Drive
                          Montgomery, Alabama 36116
- -------------------------------------------------------------------------------
                  (Address of principal executive offices)



                               (334) 277-5090
- -------------------------------------------------------------------------------
            (Registrant's telephone number, including area code)



                                     N/A
- -------------------------------------------------------------------------------
        (Former name or former address, if changed since last report)


                            Page 1 of [     ] Pages
                            Exhibit Index begins
                                  on Page 4

<PAGE>   2


Item 5. Other Events


     On March 11, 1997, KinderCare Learning Centers, Inc. (The "Registrant")
announced its plans to relocate its current corporate headquarters from
Montgomery, Alabama to Portland, Oregon.
The Registrant also announced reorganization of its corporate staff.

     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.



























<PAGE>   3




                                      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: March 14, 1997            By: /s/ PHILIP L. MASLOWE
                                ------------------------------------
                                    Philip L. Maslowe               
                                    Executive Vice President and    
                                    Chief Financial Officer         




























<PAGE>   4



                                EXHIBIT INDEX

Exhibit       Number Description

 99.1         Press Release, issued March 11, 1997 by KinderCare Learning
              Centers, Inc.





<PAGE>   1
                                                                    EXHIBIT 99.1





                                                          FOR IMMEDIATE RELEASE


Contact:        KinderCare Learning Centers
                Beth Ugoretz, Executive Vice President
                Thomas D. Johnson, Jr. Director of Marketing
                KinderCare Learning Centers, Inc.
                Montgomery, Alabama
                334-277-5090
                      or
                Brain Bell or Nancy Carter
                Bowler & Associates, Inc.
                Portland, Oregon
                503-248-9468



          KINDERCARE LEARNING CENTERS ANNOUNCES CORPORATE RELOCATION
          AND EXECUTIVE REORGANIZATION TO ENHANCE QUALITY AND GROWTH


MONTGOMERY, Ala. and PORTLAND, Ore. - March 11, 1997--KinderCare Learning
Centres, Inc. today announced plans to relocate its current corporate
headquarters from Montgomery, Alabama to Portland, Oregon to enable the company
to more effectively support the educational quality and future growth of the
largest preschool and child care company in the United States.

        In a related strategy, the company also announced reorganization of its
corporate staff to enhance operating performance and organizational
effectiveness in support of its 1,151 centers in 38 states.

        "These strategies will build on KinderCare's well-recognized
educational value and high-quality reputation and enable us to add new centers
and grow the value of our company," said David J. Johnson, Chairman and Chief
Executive Officer of KinderCare.

        The headquarters relocation will be carried out in several phases
throughout 1997 and possibly into early 1998.


                                    -more-

<PAGE>   2
KinderCare Release - 2


        Johnson said in the next 60 days a company task force will
identify, prioritize and address all of the relocation issues,
including how many employees will be asked to relocate. Initial Plans
suggest moving corporate administrative functions in phases, but
neither the types of functions nor the timing have yet been
determined.  The Company has initiated a search for its new
headquarters site in Portland, and expects to identify a location by
the end of March.


        Johnson, an Oregon native who resides in Portland, said he
selected the city as the new headquarters because he views it as an
excellent location from which to realize the Company's growth plans.
"Portland is a fast growing community, possesses outstanding
educational and cultural resources, and is consistently rated one of
the best cities in the U.S. to live - all of which will allow us to
attract and retain outstanding employees to the corporate office,"
Johnson said.  He also cited Portland's direct air service to the
company's centers across the country.

        Johnson said the executive reorganization is designed to increase
operating performance and organizational effectiveness by better
aligning corporate resources with the needs of KinderCare's centers
across the country.  Changes include creation of an Operations
Services group to support the field organization, a Corporate
Development group to focus on growth opportunities, a Corporate
Services group to manage all non-financial functions that serve the
entire corporation, and restructuring of the Finance group.

        He also named two new officers.  Beth Ugoretz, formerly Senior
Vice President and General Counsel for Red Lion Hotels, Inc., will
become executive vice president in charge of Corporate Services,
responsible for all non-financial functions that serve the entire
corporation.  Dan Jackson, formerly Vice President, Controller of Red
Lion Hotels, Inc., will join the company as the new vice president of
Financial Control and Planning.  Ugoretz and Jackson worked for
Johnson when he was chairman of Red Lion Hotels and helped him
successfully build Red Lion into one of the leading U.S. hospitality
companies before it was purchased in 1996 by Double tree, Inc.

        Johnson said his decision to relocate the headquarters and
reorganize executive management was made in consultation with the
Company's majority shareholder, Kohlberg Kravis Roberts & Co.


                                    - more -
<PAGE>   3
KinderCare Release - 3


        Prior to joining KinderCare, Johnson was Chairman and Chief Executive
Officer of Red Lion Hotels, Inc., of Vancouver, Wash.  Before joining Red Lion
in 1991, Johnson was a general partner of Hellman & Friedman, a private equity
investment firm.  From 1986 to 1988, Johnson served as President, Chief
Operating Officer and Director of Dillingham Holdings, a diversified company
with $2 billion in revenues.


        KinderCare is the largest preschool and child care company in the
United States.  At the end of the first quarter of fiscal year 1997, under the
banners of KinderCare Learning Centers, Inc., KinderCare at Work (R) and Kid's
Choice (TM), the company operated 1,151 child centers in 38 states and the
United Kingdom with an enrollment of approximately 126,000 full-time and
part-time children.  Children's education programs include: toddler programs
Look At Me! (R), and Let Me Do It (R); preschool programs My Window and the
World (R) and Once Upon a Time (TM); and school age program KC Imagination
Highway (TM).  Founded in 1969, the company had 1996 operating revenues of
$541,264,000.

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