3 1 stuart_form3.htm FORM 3 - SCOTT M. STUART Form 3
FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2549

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INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
 
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holdings Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Response)

1.  Name and Address of Reporting Person*

Stuart, Scott M.


(Last)                  (First)                    (Middle)

4.  Issuer Name and Ticker or Trading Symbol

KinderCare Learning Centers, Inc. ("KDCR")

c/o Kohlberg Kravis Roberts & Co., LP
9 West 57th Street, Suite 4200

(Street)

5. Relationship of Reporting Person(s) to Issuer
   (Check all applicable)
    [     ]  Director                                [ X ]   10% Owner
    [     ]  Officer (give title below)    [     ]  Other (specify below)
                         [_________________________]

New York, NY 10019

(City)                (State)                (Zip)
6. If Amendment, Date of Original (Month/Day/Year)

2   Date of Event Requiring Statement (Month/Day/Year)

2/7/03

7. Individual or Joint/Group Filing (Check Applicable Line)
    [ X ]  Form Filed by One Reporting Person
    [     ]  Form Filed by More than One Reporting Person

3.   I.R.S. Identification Number of Reporting Person,
      if an entity (voluntary)

 

 
Table I — Non-Derivative Securities Beneficially Owned
1.  Title of Security
     (Instr. 4)
2.  Amount of
     Securities
     Beneficially
     Owned
     (Instr. 4)
3.  Ownership
     Form: Direct (D)
     or Indirect (I)
     (Instr. 5)
4.  Nature of Indirect      Beneficial Ownership
     (Instr. 5)
Common Stock, par value $0.01 per share
15,657,894 
I
(1)
       
       
       
       
       
(1) The reported shares are directly held by KLC Associates, L.P. ("KLC") and by KKR Partners, II L.P. ("KKR Partners", and together with KLC, the "Partnerships"). As a member of KKR-KLC L.L.C., the sole general partner of KKR Associates (KLC) L.P., which is the sole general partner of KLC, and a member of Strata L.L.C., the sole general partner of KKR Associates (Strata), L.P., which is the general partner of KKR Partners, the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), to be a beneficial owner of shares of common stock, par value $.01 per share, of the Issuer (the "Issuer Common Stock") held by the Partnerships. However, pursuant to Rule 16a-1(2) promulgated under the Act, the Reporting Person disclaims that it is the beneficial owner of such Issuer Common Stock, except to the extent of its pecuniary interest in such Issuer Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

Persons who respond to the collection of information contained in this form are not required
to respond unless the form displays a currently valid OMB number.

Form 3 (continued)
Table II — Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of
    Derivative
    Security
2. Date Exercisable
    and Expiration Date
    (Month/Day/Year)
3. Title and Amount of Securities
    Underlying Derivative Security
    (Instr. 4)
4. Conversion
    or Exercise
     Price of
     Derivative
     Security
5. Ownership
    Form of
    Derivative
    Security:
    Direct (D) or
    Indirect (I)
    (Instr. 5)
6. Nature of
    Indirect
    Beneficial
    Ownership
     (Instr. 5)
Date
Exercisable
Expiration
Date
Title
Amount
or Number
of Shares
               
               
               
               
               
               
               

Explanation of Responses:

 

   

** Intentional misstatements or omissions of facts
      constitute Federal Criminal Violations.
      See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

/s/ WILLIAM J. JANETSCHEK
** Signature of Reporting Person
William J. Janetschek as attorney-in-fact for Scott M. Stuart
February 7, 2003
Date

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
Know all men by these presents that Scott M.Stuart does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned's individual capacity and as a member of any limited liability company or limited partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to any investments of KKR Associates, L.P., KKR Associates 1996 L.P., KKR 1996 G.P. L.L.C., KKR Associates II (1996) Limited Partnership, KKR 1996 Overseas, Limited, KKR Associates (Strata) L.P., Strata L.L.C., KKR Associates (KLC) L.P., KKR-KLC, L.L.C., KKR Associates (NXS) L.P., KKR-NXS, L.L.C., KKR Associates Europe, Limited Partnership, KKR Europe Limited, KKR Associates Millenium L.P. and KKR Millenium G.P. L.L.C. (including any amendments or supplements to any reports, forms or schedules previously filed by such persons or entities): (i) pursuant to Section 13(d) and 16(a) of the Securities Act of 1934, as amended (the "Act"), including without limitation, Schedule 13D, Schedule 14G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
/s/ SCOTT M. STUART

Name: Scott M. Stuart
February 28, 2002

Date