Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration Statement 130 712K
2: EX-3.1 Amended and Restated Certificate of Incorporation 7 22K
3: EX-3.2 Certification of Designations, Preference and 22 84K
Rights
4: EX-3.3 By-Laws of Lpa Holding Corp. 15 61K
5: EX-3.4 Restated Certificate of Incorporation 43 140K
6: EX-3.5 Amended and Restated Bylaws 28 101K
7: EX-4.1 Indenture 107 386K
8: EX-10.1 Purchase Agreement 33 125K
16: EX-10.10 Rebecca L. Perry Employment Agreement 10 40K
17: EX-10.11 Phillip M. Kane Employment Agreement 10 40K
18: EX-10.12 Credit Agreement 81 376K
19: EX-10.13 Pledge Agreement 17 76K
20: EX-10.14 Security Agreement 30 112K
21: EX-10.15 Parent Guarantee Agreement 6 30K
22: EX-10.16 Subsidiary Guarantee Agreement 11 47K
23: EX-10.17 Indemnity, Subrogation & Contribution Agreement 8 33K
9: EX-10.2 Exchange and Registration Rights Agreement 23 99K
10: EX-10.3 Agreement and Plan of Merger 47 188K
11: EX-10.5 Stockholders Agreement 35 106K
12: EX-10.6 1998 Stock Option Plan 20 71K
13: EX-10.7 Preferred Stock Registration Rights Agreement 18 64K
14: EX-10.8 Registration Rights Agreement 22 70K
15: EX-10.9 Employment Agreement 13 52K
24: EX-12.1 Computation of Ratios 1 12K
25: EX-21.1 Subsidiaries of Registrant 1 10K
26: EX-23.2 Independent Auditors' Consent and Report on 1 12K
Schedules
27: EX-25.1 Form T-1 7 30K
28: EX-27.1 Financial Data Schedule 2± 15K
29: EX-99.1 Letter of Transmittal 15 67K
30: EX-99.2 Notice of Guaranteed Delivery 3 17K
31: EX-99.3 Offer to Exchange 2 16K
32: EX-99.4 Offer to Exchange 2 17K
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT
OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)_
PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or organization if not a U.S. national bank)
25-1197336
(I.R.S. Employer Identification No.)
One PNC Plaza
Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices - Zip code)
Allan K. Poust, Vice President, PNC Bank, National Association
4th Floor, Two PNC Plaza, Pittsburgh, Pennsylvania 15222
(412) 762-2838
(Name, address and telephone number of agent for service)
LA PETITE ACADEMY, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
43-1243221
(I.R.S. Employer Identification No.)
LPA Holding Corp.
(Exact Name of Obligor as Specified in Its Charter)
Delaware EIN 48-1144353
LPA Services, Inc.
(Exact Name of Obligor as Specified in Its Charter)
Delaware EIN 72-2849053
14 Corporate Woods, 8717 West 110th Street, Suite 300
Overland Park, Kansas 66201
(Address of principal executive offices - Zip code)
10% Series B Senior Notes due 2008 and Guarantees
of the 10% Series B Senior Notes
(Title of the securities)
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Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
[Download Table]
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes. (See Exhibit T-1-3)
Item 2. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an
affiliate of the trustee, describe each such affiliation.
Neither any obligor nor any underwriter for any obligor
is an affiliate of the trustee.
Item 3 through Item 14.
None of the obligors is currently in default under any outstanding
securities for which PNC Bank is trustee. Accordingly, responses to
Items 3 through 14 of Form T-1 are not required pursuant to Form
T-1 General Instructions B.
Item 15. Foreign trustee.
Identify the order or rule pursuant to which the foreign trustee
is authorized to act as sole trustee under the indentures qualified or to
be qualified under the Act.
Not applicable (trustee is not a foreign trustee).
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of
eligibility.
Exhibit T-1-1 - Articles of Association of the trustee, with
all amendments thereto, as presently in effect,
filed as Exhibit 1 to Trustee's Statement of
Eligibility and Qualification, Registration
No. 333-43153 and incorporated herein by
reference.
Exhibit T-1-2 - Copy of Certificate of the Authority of the
Trustee to Commence Business, filed as Exhibit
2 to Trustee's Statement of Eligibility and
Qualification, Registration No. 2-58789 and
incorporated herein by reference.
Exhibit T-1-3 - Copy of Certificate as to Authority of the
Trustee to Exercise Trust Powers, filed as
Exhibit 3 to Trustee's Statement of Eligibility
and Qualification, Registration No. 2-58789,
and incorporated herein by reference.
Exhibit T-1-4 - The By-Laws of the trustee, filed as Exhibit 4
to Trustee's Statement of Eligibility and
Qualification, Registration No. 333-28711 and
incorporated herein by reference.
Exhibit T-1-5 - The consent of the trustee required by Section
321(b) of the Act.
Exhibit T-1-6 - The copy of the Balance Sheet taken from the
latest Report of Condition of the trustee
published in response to call made by
Comptroller of the Currency under Section 5211
U.S. Revised Statutes.
NOTE
The answers to this statement, insofar as such answers relate to (a)
what persons have been underwriters for any securities of any obligor
within three years prior to the date of filing this statement, or are
owners of 10% or more of the voting securities of any obligor, or are
affiliates or directors or executive officers of any obligor, and (b) the
voting securities of the trustee owned beneficially by any obligor and
each director and executive officer of each obligor, are based upon
information furnished to the trustee by the obligors and also, in the
case of (b) above, upon an examination of the trustee's records. While
the trustee has no reason to doubt the accuracy of any such information
furnished by the obligors, it cannot accept any responsibility therefor.
-------------------------------
Signature appears on next page
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, PNC Bank, National Association, a corporation organized and
existing under the laws of the United States of America, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Pittsburgh and
Commonwealth of Pennsylvania on June 3, 1998.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By ___________________________________
Allan K. Poust
Vice President
EXHIBIT T-1-5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform Act of
1990, in connection with the proposed offering by La Petite Academy,
Inc., LPA Holding Corp. and LPA Services, Inc. of the 10% Series B Senior
Notes Due 2008, and the related Guarantees, we hereby consent that
reports of examination by Federal, State, Territorial, or District
authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By ___________________________________
Allan K. Poust
Vice President
Dated: June 3, 1998
EXHIBIT T-1-6
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
March 31, 1998
filed in response to call made by
Comptroller of the Currency,
under title 12, United States Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
BALANCE SHEET
[Enlarge/Download Table]
Thousands
of Dollars
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ASSETS
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin $ 2,571,979
Interest-Bearing Balances......................................................... 74,141
Securities
Held-to-maturity securities....................................................... 0
Available-for-sale securities..................................................... 6,438,137
Federal funds sold and
Securities purchased under agreements to resell 233,993
Loans and lease financing receivables:
Loans and leases, net of unearned income $53,845,983
LESS: Allowance for loan and lease losses 879,844
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance and reserve........................................................... 52,966,139
Trading assets ........................................................................ 91,468
Premises and fixed assets (including capitalized leases)............................... 805,743
Other real estate owned ............................................................... 43,906
Investments in unconsolidated subsidiaries and
associated companies ............................................................. 2,940
Customers' liability to this bank on acceptances outstanding .......................... 74,249
Intangible assets ..................................................................... 1,628,061
Other assets........................................................................... 1,995,543
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Total Assets.................................................................. $ 66,926,299
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[Enlarge/Download Table]
LIABILITIES
Deposits:
In domestic offices................................................................. $40,991,484
Noninterest-bearing $ 9,664,232
Interest-bearing 31,327,252
In foreign offices, Edge and Agreement subsidiaries,
and IBFs......................................................................... 2,253,178
Noninterest-bearing $ 9,137
Interest-bearing 2,244,041
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased and
Securities sold under agreements to repurchase................................... 2,274,573
Demand notes issued to U.S. Treasury................................................... 25
Trading Liabilities.................................................................... 151,785
Other borrowed money
With original maturity of one year or less.......................................... 8,838,456
With original maturity of more than one year through three years.................... 231,929
With original maturity of more than three years..................................... 4,153,234
Bank's liability on acceptances executed and outstanding............................... 74,249
Subordinated notes and debentures ..................................................... 671,220
Other liabilities...................................................................... 1,306,177
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Total liabilities...................................................................... 61,036,310
EQUITY CAPITAL
Perpetual preferred stock and related surplus.......................................... 0
Common Stock........................................................................... 218,919
Surplus. . . .......................................................................... 2,376,731
Undivided profits and capital reserves................................................. 3,327,385
Net unrealized holding gains (losses) on
available-for-sale securities....................................................... (33,046)
Cumulative foreign currency translation adjustments.................................... 0
Total equity capital................................................................... 5,889,989
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Total liabilities and equity capital................................................... $ 66,926,299
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 6/5/98 | | | | | | | None on these Dates |
| | 6/3/98 | | 4 | | 5 |
| | 3/31/98 | | 6 |
| List all Filings |
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