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FORM 10-Q/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended October 23, 1999 Commission File No. 333-56239-01
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LPA HOLDING CORP.
(exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS
Delaware 48-1144353
(state or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
8717 WEST 110TH STREET, SUITE 300
OVERLAND PARK, KANSAS 66210
(address of principal executive office and zip code)
(913) 345-1250
(registrant's telephone number, including area code)
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
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As of December 7, 1999, LPA Holding Corp. had outstanding 560,026 shares of
Class A Common Stock (par value, $.01 per share) and 20,000 shares of Class B
Common Stock (par value, $.01 per share). As of December 7, 1999, each of the
additional registrants had the number of outstanding shares which is shown on
the table below.
This Form 10-Q/A amends the Registrants' quarterly report on Form 10-Q for the
quarter ended October 23, 1999 as follows (i) Additional Registrants is amended
to include Bright Start, Inc. as an Additional Registrant, and (ii) Item 6
Exhibits and Reports on Form 8-K, page 16, is amended to include Exhibit 4.1 -
First Supplemental Indenture dated as of July 23, 1999, among Bright Start,
Inc., LPA Holding Corp., La Petite Academy, Inc., and The Chase Manhattan Bank.
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ADDITIONAL REGISTRANTS
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Number of Shares
Jurisdiction of Commission IRS Employer of Common
Name Incorporation File Number Identification No. Stock Outstanding
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La Petite Academy, Inc. Delaware 333-56239 43-1243221 1,000 shares of Common
Stock (par value, $.01 per share)
LPA Services, Inc. Delaware 333-56239-02 74-2849053 1,000 shares of Common
Stock (par value, $.01 per share)
Bright Start, Inc. Minnesota ___________ 41-1694581 100 shares of Common Stock
(par value, $.01 per share)
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PART II - OTHER INFORMATION
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits required by Item 601 of Regulation S-K:
* 1. Exhibit 4.1 - First Supplemental Indenture dated as of July 23,
1999, among Bright Start, Inc., LPA Holding Corp., La Petite
Academy, Inc., and The Chase Manhattan Bank.
2. Exhibit 27 - Financial Data Schedule
b. Reports on Form 8-K:
On December 7, 1999, the Company filed a current report on Form 8-K
announcing the acquisition of Bright Start, Inc.
* filed herein
2
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SIGNATURE
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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.
LPA HOLDING CORP.
Dated December 15, 1999 /s/ Joan K. Singleton
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By: Joan K. Singleton
Senior Vice President, Chief Financial Officer and
duly authorized representative of the registrant
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SIGNATURE
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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.
LA PETITE ACADEMY, INC.
Dated December 15, 1999 /s/ Joan K. Singleton
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By: Joan K. Singleton
Senior Vice President, Chief Financial Officer and
duly authorized representative of the registrant
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SIGNATURE
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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.
LPA SERVICES, INC.
Dated December 15, 1999 /s/ Joan K. Singleton
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By: Joan K. Singleton
Senior Vice President of Finance, Chief Financial
Officer and duly authorized representative of the
registrant
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SIGNATURE
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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.
BRIGHT START, INC.
Dated December 15, 1999 /s/ Joan K. Singleton
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By: Joan K. Singleton
Senior Vice President, Chief Financial Officer and
duly authorized representative of the registrant
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EXHIBIT 4.1
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture") dated as of July 23, 1999, among BRIGHT START,
INC., a Minnesota corporation (the "New Guarantor"), LPA
HOLDING CORP., a Delaware Corporation ("Parent"), LA PETITE
ACADEMY, INC., a Delaware corporation (the "Company" and
together with Parent, the "Issuers") and THE CHASE MANHATTAN
BANK, as successor trustee under the indenture referred to
below (the "Trustee").
W I T N E S S E T H:
WHEREAS the Issuers and LPA Services, Inc., a Delaware corporation (the
"Existing Guarantor"), have heretofore executed and delivered to the original
Trustee, PNC Bank, National Association, an Indenture (the "Indenture") dated as
of May 11, 1998, providing for the issuance of an aggregate principal amount of
up to $245,000,000 of 10% Senior Notes due 2008 (the "Securities");
WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all the Company's obligations under
the Securities pursuant to a Guarantee on the terms and conditions set forth
herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the
Issuers and the Existing Guarantor are authorized to execute and deliver this
Supplemental Indenture;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Issuers, the Existing Guarantor and the Trustee mutually covenant
and agree for the equal and ratable benefit of the holders of the Securities as
follows:
1. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
severally with the Existing Guarantor, to unconditionally guarantee the Issuers'
obligations under the Securities on the terms and subject to the conditions set
forth in Article 10 of the Indenture and to be bound by all other applicable
provisions of the Indenture and the Securities.
2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
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EXHIBIT 4.1
3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.
5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
BRIGHT START, INC.
By:
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Name:
Title:
LPA HOLDING CORP.
By:
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Name:
Title:
First Supplemental Indenture -- Page 2
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LA PETITE ACADEMY, INC.
By:
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Name:
Title:
LPA SERVICES, INC.
By:
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Name:
Title:
THE CHASE MANHATTAN BANK, as successor
Trustee
By:
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Name:
Title:
First Supplemental Indenture -- Page 3
