-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KcOySnwX5ZLYMXA1LM8nWvpuM1+1rgRGTyLvauWA1NygHuuvQfRQPJ6Y2+wQX+14 5D23ra7zGSgixhbysyPtvw== 0000893877-99-000679.txt : 19991029 0000893877-99-000679.hdr.sgml : 19991029 ACCESSION NUMBER: 0000893877-99-000679 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990528 FILED AS OF DATE: 19991028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINDERCARE LEARNING CENTERS INC /DE CENTRAL INDEX KEY: 0000832812 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CHILD DAY CARE SERVICES [8351] IRS NUMBER: 630941966 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 333-42137 FILM NUMBER: 99735841 BUSINESS ADDRESS: STREET 1: 650 NE HOLLADAY STE 1500 CITY: PORTLAND STATE: OR ZIP: 97232 BUSINESS PHONE: 3342775090 MAIL ADDRESS: STREET 1: P O BOX 20960 CITY: MONTGOMERY STATE: AL ZIP: 36120-0960 10-K405/A 1 AMENDMENT NO. 1 TO ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 10-K/A Amendment No. 1 ------------------- (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. 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 ------- ----------------------- 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 Exhibit Number Description of Exhibits ------- ----------------------- 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 Exhibit Number Description of Exhibits ------- ----------------------- 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 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 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. EX-21 2 LIST OF SUBSIDIARIES 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 EX-23.(A) 3 INDEPENDENT AUDITORS' CONSENT 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 -----END PRIVACY-ENHANCED MESSAGE-----