UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
Amendment No. 1
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 28, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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.)
650 NE Holladay Street, Suite 1400
Portland, OR 97232
(Address of principal executive offices)
(503) 872-1300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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 requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant (assuming for purposes of this calculation, without conceding
that all executive officers and directors are "affiliates") at August 20, 1999
was $14,458,092.
The number of shares of the registrant's common stock, $.01 par value per
share, outstanding at August 20, 1999 was 9,474,197.
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PART IV
ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following is an index of the exhibits included in this document or
incorporated herein by reference:
(a)(1) Financial Statements -
Page
Consolidated balance sheets at May 28, 1999
and May 29, 1998.................................................26
Consolidated statements of operations for the
fiscal years ended May 28, 1999, May 29, 1998
and May 30, 1997.................................................27
Consolidated statements of stockholders' equity
and comprehensive income for the fiscal years
ended May 28, 1999, May 29, 1998 and May 30, 1997................28
Consolidated statements of cash flows for the
fiscal years ended May 28, 1999, May 29, 1998
and May 30, 1997.................................................29
Notes to consolidated financial statements.......................30-41
Independent auditors' report........................................42
(a)(2) Schedules to Financial Statements - None.
(a)(3) Exhibits - The following exhibits are filed with this document or
incorporated herein by reference:
Exhibit
Number Description of Exhibits
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2(a) Agreement and Plan of Merger dated as of October 3, 1996, between
KinderCare Learning Centers, Inc. and KCLC Acquisition Corp.
(incorporated by reference from Exhibit 2.1(a) to KinderCare's Form
S-4, filed January 7, 1997, File No. 333-19345).
2(b) Merger Agreement Amendment dated as of December 27, 1996 between
KinderCare and KCLC Acquisition Corp. (incorporated by reference
from Exhibit 2.1(b) to KinderCare's Form S-4, filed January 7, 1997,
File No. 333-19345).
2(c) Stockholders' Agreement between KinderCare and the stockholders
parties thereto (incorporated by reference from Exhibit 2.3 of
KinderCare's Registration Statement on Form S-4, filed March 11,
1997, File No. 333-23127).
3(a) Certificate of Merger of KCLC Acquisition into KinderCare
(incorporated by reference from Exhibit 3.1 of Amendment No. 1 to
KinderCare's Registration Statement on Form S-4, filed March 11,
1997, File no.
333-23127).
3(b) By-Laws of KinderCare as amended through December 2, 1998.
4(a) Indenture dated as of February 13, 1997 between KinderCare and
Marine Midland Bank, as Trustee (incorporated by reference from
Exhibit 4.1 of KinderCare's Registration Statement on Form S-4,
filed March 11, 1997, File No. 333-23127).
2
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Exhibit
Number Description of Exhibits
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4(b) Form of 9 1/2% Series B Senior Subordinated Note due 2009
(incorporated by reference from Exhibit 4.3 of KinderCare's
Registration Statement on Form S-4, filed March 11, 1997, File No.
333-23127).
10(a) Credit Agreement, dated as of February 13, 1997, among KinderCare,
the several lenders from time to time parties thereto, and the Chase
Manhattan Bank as administrative agent (incorporated by reference
from Exhibit 10.1 of KinderCare's Registration Statement on Form
S-4, filed March 11, 1997, File No.
333-23127).
10(b) Registration Rights Agreement, dated as of February 13, 1997, among
KCLC Acquisition, KLC Associates L.P. and KKR Partners II, L.P.
(incorporated by reference from Exhibit 10.2 of KinderCare's
Registration Statement on Form S-4, filed March 11, 1997, File No.
333-23127).
10(c)* Letter Agreement relating to termination of employment of Sandra
Scarr dated January 8, 1997 (incorporated by reference from Exhibit
10(d) of KinderCare's Annual Report on Form 10-K for the fiscal year
ended May 30, 1997).
10(d) Lease between 600 Holladay Limited Partnership and KinderCare
Learning Centers, Inc. dated June 2, 1997 (incorporated by reference
from Exhibit 10(f) of KinderCare's Annual Report on Form 10-K for
the fiscal year ended May 30, 1997).
10(e)* 1997 Stock Purchase and Option Plan for Key Employees of KinderCare
Learning Centers, Inc. and Subsidiaries (incorporated by reference
from Exhibit 10(c) to KinderCare's Quarterly Report on Form 10-Q for
the quarterly period ended September 19, 1997).
10(f)* Form of Management Stockholder's Agreement (incorporated by
reference from Exhibit 10(d) to KinderCare's Quarterly Report on
Form 10-Q for the quarterly period ended September 19, 1997).
10(g)* Form of Non-Qualified Stock Option Agreement (incorporated by
reference from Exhibit 10(e) to KinderCare's Quarterly Report on
Form 10-Q for the quarterly period ended September 19, 1997).
10(h)* Form of Sale Participation Agreement (incorporated by reference from
Exhibit 10(f) to KinderCare's Quarterly Report on Form 10-Q for the
quarterly period ended September 19, 1997).
10(i)* Form of Term Note (incorporated by reference from Exhibit 10(g) to
KinderCare's Quarterly Report on Form 10-Q for the quarterly period
ended September 19, 1997).
10(j)* Form of Pledge Agreement (incorporated by reference from Exhibit
10(h) to KinderCare's Quarterly Report on Form 10-Q for the
quarterly period ended September 19, 1997).
10(k)* Stockholders' Agreement dated as of February 14, 1997 between
KinderCare Learning Centers, Inc. and David J. Johnson (incorporated
by reference from Exhibit 10(l) to KinderCare's Quarterly Report on
Form 10-Q for the quarterly period ended September 19, 1997).
10(l)* Nonqualified Stock Option Agreement dated as of February 14, 1997
between KinderCare Learning Centers, Inc. and David J. Johnson
(incorporated by reference from Exhibit 10(j) to KinderCare's
Quarterly Report on Form 10-Q for the quarterly period ended
September 19, 1997).
10(m)* Sale Participation Agreement dated as of February 14, 1997 among KKR
Partners II, L.P., KLC Associates, L.P. and David J. Johnson
(incorporated by reference from Exhibit 10(k) to KinderCare's
Quarterly Report on Form 10-Q for the quarterly period ended
September 19, 1997).
3
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Exhibit
Number Description of Exhibits
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10(n)* Directors' Deferred Compensation Plan (incorporated by reference
from Exhibit 10(q) to KinderCare's Annual Report on Form 10-K for
the fiscal year ended May 29, 1998).
10(o)* Form of Indemnification Agreement for Directors and Officers of
KinderCare (incorporated by reference from Exhibit 10(r) to
KinderCare's Annual Report on Form 10-K for the fiscal year ended
May 29, 1998).
10(p)* Restated KinderCare Learning Centers, Inc. Nonqualified Deferred
Compensation Plan effective January 1, 1999 (incorporated by
reference from Exhibit 10(a) to KinderCare's Quarterly Report on
Form 10-Q for the quarterly period ended March 5, 1999).
10(q)* Form of Executive Split Dollar Life Insurance Agreement
(incorporated by reference from Exhibit 10(b) to KinderCare's
Quarterly Report on Form 10-Q for the quarterly period ended
March 5, 1999).
10(r)* Form of Letter regarding Fiscal Year 2000 Management Bonus Plan.
16 Letter from KPMG LLP regarding Change in Certifying Accountant
(incorporated by reference from Exhibit 16 of the Registrant's
Current Report on Form 8-K dated April 7, 1997).
21** Subsidiaries of KinderCare.
23(a)** Accountants' Consent - Deloitte & Touche LLP.
27 Financial Data Schedule.
* Management contract or compensatory plan or arrangement.
** Filed with Amendment No. 1.
The Company does not intend to send an annual report and proxy materials to
stockholders during calendar year 2000.
(b) Reports on Form 8-K - The registrant filed no reports on Form 8-K during
the fourth quarter of fiscal 1999.
(c) Exhibits Required by Item 601 of Regulation S-K - The exhibits to this
report are listed under item 14(a)(3) above.
4
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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, thereunto duly authorized, on October 28, 1999.
KINDERCARE LEARNING CENTERS, INC.
By: /s/ DAN JACKSON
-------------------------------------
Dan Jackson
Senior Vice President, Finance
5
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KinderCare Learning Centers, Inc.
Annual Report on Form 10-K
Fiscal Year Ended May 28, 1999
Exhibit Index
Exhibit
Number Description of Exhibits
- ------- -----------------------
21 Subsidiaries of KinderCare.
23(a) Accountants' Consent - Deloitte & Touche LLP.
Exhibit 21
LIST OF SUBSIDIARIES
Name Jurisdiction of Incorporation
- ---- -----------------------------
KinderCare Real Estate Corp. Delaware
KC Development Corp. Delaware
KC Hedging Corp. Delaware
Mini-Skools Limited Alberta, Canada
Mini-Skools, Inc. Delaware
KinderCare Learning Centres Limited United Kingdom
KinderCare Properties Limited United Kingdom
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
333-42137 and 333-57445 on Forms S-8 of KinderCare Learning Centers, Inc. of our
report dated July 9, 1999, appearing in this Annual Report on Form 10-K of
KinderCare Learning Centers, Inc. for the year ended May 28, 1999.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Portland, Oregon
August 24, 1999
