-----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, CKIT8vhnKwo3u+i+QmyOorPIWLyijkdLobgOfN78lE0C4bpTnnvtiI9TFhMbjR35 asd7asKiL6S9tSXVOseE1g== 0000912057-97-006338.txt : 19970222 0000912057-97-006338.hdr.sgml : 19970222 ACCESSION NUMBER: 0000912057-97-006338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970220 SROS: NASD GROUP MEMBERS: OAKTREE CAPITAL MANAGEMENT, LLC GROUP MEMBERS: TCW ASSET MANAGEMENT COMPANY GROUP MEMBERS: TCW GROUP INC GROUP MEMBERS: TCW SPECIAL CREDITS GROUP MEMBERS: TCW SPECIAL CREDITS FUND II GROUP MEMBERS: TCW SPECIAL CREDITS FUND IIB GROUP MEMBERS: TCW SPECIAL CREDITS FUND III GROUP MEMBERS: TCW SPECIAL CREDITS FUND IIIB GROUP MEMBERS: TCW SPECIAL CREDITS FUND V-THE PRINCIPAL FUND GROUP MEMBERS: TCW SPECIAL CREDITS TRUST GROUP MEMBERS: TCW SPECIAL CREDITS TRUST IIIB GROUP MEMBERS: TRUST COMPANY OF THE WEST SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40318 FILM NUMBER: 97540356 BUSINESS ADDRESS: STREET 1: 2400 PRESIDENTS DR CITY: MONTGOMERY STATE: AL ZIP: 36116 BUSINESS PHONE: 3342775090 MAIL ADDRESS: STREET 1: P O BOX 20960 CITY: MONTGOMERY STATE: AL ZIP: 36120-0960 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCW GROUP INC CENTRAL INDEX KEY: 0000850401 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 865 SOUTH FIGUEROA ST CITY: LOS ANGELES STATE: CA ZIP: 90017 MAIL ADDRESS: STREET 2: 865 SOUTH FIGUEROA STREET CITY: LOS ANGELES STATE: CA ZIP: 90017 SC 13D/A 1 SCH 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* KINDERCARE LEARNING CENTERS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 494521 30 5 -------------- (CUSIP Number) Michael E. Cahill, Esq. Managing Director & General Counsel The TCW Group, Inc. 865 South Figueroa Street, Suite 1800 Los Angeles, California 90017 (213) 244-0000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 13, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 2 OF 22 PAGES ----------- --- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The TCW Group, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* / / Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 949,244 REPORTING ------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 949,244 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 949,244 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 3 OF 22 PAGES ----------- --- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust Company of the West - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION - -------------------------------------------------------------------------------- California 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, BK - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 4 OF 22 PAGES ----------- --- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Asset Management Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY --------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 949,244 REPORTING --------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 949,244 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 949,244 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO, IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 5 OF 22 PAGES ----------- --- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Special Credits - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING -------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN, IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 6 OF 22 PAGES ----------- --- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Management, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 949,244 REPORTING ------------------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 949,244 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 949,244 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA; OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 7 OF 22 PAGES ----------- --- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Special Credits Fund V - The Principal Fund - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 949,244 REPORTING ------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 949,244 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 949,244 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 8 OF 22 PAGES ----------- --- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Special Credits Fund II - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING ------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 9 OF 22 PAGES ----------- --- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Special Credits Fund IIb - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING ------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 10 OF 22 PAGES ----------- ---- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Special Credits Fund III - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING ------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 11 OF 22 PAGES ----------- ---- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Special Credits Fund IIIb - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING -------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 12 OF 22 PAGES ----------- ---- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Special Credits Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING -------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 494521 30 5 PAGE 13 OF 22 PAGES ----------- ---- ---- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TCW Special Credits Trust IIIb - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY --------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING --------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER This statement of amendment to Amendment No. 3 of Schedule 13D, filed on behalf of The TCW Group, Inc. and the several entities included herein (this "Statement"), relates to the Common Stock, par value $0.01 per share ("Common Stock"), of KinderCare Learning Centers, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 2400 Presidents Drive, Montgomery, Alabama 36116. ITEM 2. IDENTITY AND BACKGROUND This Statement is filed on behalf of: (1) The TCW Group, Inc., a Nevada corporation ("TCWG"); (2) Trust Company of the West, a California corporation and wholly-owned subsidiary of TCWG ("TCW"); (3) TCW Asset Management Company, a California corporation and wholly-owned subsidiary of TCWG ("TAMCO"); (4) TCW Special Credits, a California general partnership of which TAMCO is the managing general partner ("Special Credits"); (5) Four California limited partnerships, TCW Special Credits Fund II, TCW Special Credits Fund IIb, TCW Special Credits Fund III and TCW Special Credits Fund IIIb (hereinafter referred to as the "Special Credits Limited Partnerships") of which Special Credits is the general partner; (6) TCW Special Credits Fund V, The Principal Fund, a California limited partnership of which TAMCO is the general partner ("The Principal Fund"); (7) Two California collective investment trusts, TCW Special Credits Trust and TCW Special Credits Trust IIIb (hereinafter referred to as the "Special Credits Trusts") of which TCW is the trustee; (8) Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"), manager of The Principal Fund pursuant to a subadvisory agreement between TAMCO and Oaktree. Special Credits, the Special Credits Trusts and the Special Credits Limited Partnerships are hereinafter collectively referred to as the "Special Credits Entities." TCWG, TCW, TAMCO, the Special Credits Entities and The Principal Fund are hereinafter collectively referred to as the "TCW Related Entities." Special Credits is also the investment manager of third party accounts which invest in similar securities as the Special Credit Entities, three of which formerly held shares of the Issuer's Common Stock (the "Special Credits Accounts"), and Oaktree is also the investment manager of other third party accounts, one of which formerly held shares of the Issuer's Common Stock (the "Oaktree Account"). TCWG is a holding company of entities involved in the principal business of providing investment advice and management services. TCW is a trust company which provides investment management services, including to the Special Credits Trusts. TAMCO is an investment adviser and provides investment advice and management services to institutional and individual investors, including The Principal Fund. Special Credits provides investment advice and management services to the Special Credits Limited Partnerships and Special Credits Accounts. The Special Credits Limited Partnerships are investment partnerships which invest in financially distressed entities. The Special Credits Trusts are collective investment trusts which invest in financially distressed entities. The Principal Fund is a limited partnership which invests in entities in which there is a potential for The Principal Fund to exercise significant influence over such entities. The address of the principal business and principal office for the TCW Related Entities is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Pursuant to a subadvisory agreement between TAMCO and Oaktree, The Principal Fund is managed by Oaktree, whose business address is 550 South Hope Street, Suite 2200, Los Angeles, California 90071. The principal business of Oaktree is to provide investment advice and management services to institutional and individual investors. (i) The executive officers of TCWG are listed below. The principal business address for each executive officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California, 90017. Each executive officer is a citizen of the United States of America unless otherwise specified below: Executive Officers - ------------------ Robert A. Day Chairman of the Board & Chief Executive Officer Ernest O. Ellison Vice Chairman of the Board Marc I. Stern President Alvin R. Albe, Jr. Executive Vice President, Finance & Administration Thomas E. Larkin, Jr. Executive Vice President & Group Managing Director Michael E. Cahill Managing Director, General Counsel & Secretary David K. Sandie Managing Director, Chief Financial Officer & Assistant Secretary Schedule I attached hereto and incorporated herein sets forth with respect to each director of TCWG his name, residence or business address, citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. (ii) The executive officers and directors of TCW are listed below. The principal business address for each executive officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. Each executive officer is a citizen of the United States of America unless otherwise specified below: Executive Officers & Directors - ------------------------------ Robert A. Day Chairman of the Board & Chief Executive Officer Ernest O. Ellison Director & Vice Chairman Thomas E. Larkin, Jr. Director & President Alvin R. Albe, Jr. Director & Executive Vice President, Finance & Administration Marc I. Stern Director, Executive Vice President, Managing Director & Chief Investment Officer - International Michael E. Cahill Managing Director, General Counsel & Secretary David K. Sandie Managing Director, Chief Financial Officer & Assistant Secretary (iii) The executive officers and directors of TAMCO are listed below. The principal business address for each executive officer, director and portfolio manager is 865 South Figueroa Street, Suite 1800, Los Angeles, California, 90017. Each executive officer and director is a citizen of the United States of America unless otherwise specified below: Executive Officers & Directors - ------------------------------ Robert A. Day Chairman of the Board & Chief Executive Officer Thomas E. Larkin, Jr. Director & Vice Chairman of the Board Marc I. Stern Director, Vice Chairman of the Board & Chief Investment Officer - International Ernest O. Ellison Chief Investment Officer - Domestic Fixed Income Alvin R. Albe, Jr. Director, Executive Vice President, Finance & Administration Michael E. Cahill Managing Director, General Counsel & Secretary David K. Sandie Managing Director, Chief Financial Officer & Assistant Secretary (iv) The following sets forth with respect to each general partner of Special Credits his name, residence or business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for. Each general partner who is a natural person is a citizen of the United States of America unless otherwise specified below. TAMCO is the Managing General Partner. See information in paragraph (iii) above. Bruce A. Karsh President and Principal Oaktree Capital Management, LLC 550 South Hope Street 22nd Floor Los Angeles, California 90071 Howard S. Marks Chairman and Principal Oaktree Capital Management, LLC 550 South Hope Street 22nd Floor Los Angeles, California 90071 Sheldon M. Stone Principal Oaktree Capital Management, LLC 550 South Hope Street 22nd Floor Los Angeles, California 90071 David Richard Masson Principal Oaktree Capital Management, LLC 550 South Hope Street 22nd Floor Los Angeles, California 90071 (v) Special Credits is the sole general partner of the Special Credits Limited Partnerships. See information in paragraph (iv) above regarding Special Credits and its general partners. (vi) TAMCO is the sole general partner of The Principal Fund. See information in paragraph (iii) above regarding TAMCO and its executive officers and directors. (vii) The members and executive officers of Oaktree and the portfolio managers of the Special Credits Limited Partnerships, the Special Credits Accounts and The Principal Fund are listed below. The principal address for each member and executive officer of Oaktree and each Portfolio Manager of the Fund is 550 S. Hope Street, Los Angeles, California 90071. All individuals listed below are citizens of the United States of America. Executive Officers and Members - ------------------------------ Howard S. Marks Chairman and Principal Bruce A. Karsh President and Principal Sheldon M. Stone Principal David Richard Masson Principal Larry Keele Principal David Kirchheimer Managing Director and Chief Financial and Administrative Officer Kenneth Liang Managing Director and General Counsel Portfolio Managers - ------------------ Stephen A. Kaplan Principal Bruce A. Karsh President and Principal During the last five years, neither TCWG, TCW, TAMCO, the Special Credits Entities, The Principal Fund, Oaktree, nor, to the best of their knowledge, any of their respective executive officers, directors and general partners (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On February 4, 1997, The Principal Fund exercised 858,683 warrants of the Issuer, constituting all of the Issuer's warrants held by The Principal Fund, which warrants were convertible into 858,683 shares of the Issuer's Common Stock. The Principal Fund used $10,733,538 of funds for the exercise of such warrants, at an exercise price of $12.50 per share, which funds were obtained from The Principal Fund's working capital. ITEM 4. PURPOSE OF TRANSACTION On February 6, 1997, the shareholders of the Issuer approved and adopted that certain Agreement and Plan of Merger, dated as of October 3, 1996 and as amended as of December 27, 1996 (the "Merger Agreement"), between the Issuer and KCLC Acquisition Corp. ("KCLC"), a wholly-owned subsidiary of KLC Associates, L.P., a partnership organized at the direction of Kohlberg Kravis Roberts & Co., L.P. (the "KKR Investors"; and, together with their affiliates, the "KKR Affiliates"). On February 13, 1997 (the "Effective Date"), and in accordance with the terms of the Merger Agreement, KCLC was merged with and into the Issuer (the "Merger") with approximately 93.0% of the issued and outstanding stock of the Issuer at the Effective Date being converted into cash at $19.00 per share and approximately 7.0% of such shares being retained by stockholders ("Electing Stockholders") that made a timely election to retain a portion of their shares of the Issuer's Common Stock, subject to proration as provided in the Merger Agreement (a "Non-cash Election"; and the shares retained by an Electing Stockholder in respect of a Non-cash Election, "Non-cash Election Shares"). As a result of the consummation of the Merger, the KKR Affiliates now own approximately 85% of the Issuer's issued and outstanding Common Stock and the Electing Stockholders now own approximately 15% of the Issuer's issued and outstanding Common Stock. The exercise of the 858,683 warrants on February 4, 1997 by The Principal Fund and the related acquisition of 858,683 shares of the Issuer's Common Stock upon such exercise was for the purpose of permitting The Principal Fund to make a Non-Cash Election with respect to the shares into which such warrants were convertible. The total number of shares of the Issuer's Common Stock as to which The Principal Fund made a Non-Cash Election (including the 858,683 shares of the Issuer's Common Stock issued upon exercise of warrants) was 3,568,921. Pursuant to the proration provisions of the Merger Agreement, The Principal Fund received 949,244 shares of the Issuer's Common Stock and received cash for the other 2,619,677 shares of the Issuer's Common Stock that were included in the Non-Cash Election. Oaktree and The Principal Fund (the "Investors") have acquired the Non-cash Election Shares retained by them for the purpose of continued investment in the Issuer. Although, after the Effective Date there will be virtually no public market for the shares of the Issuer, the Investors may from time to time acquire or sell additional shares of the Issuer's Common Stock in the market or in privately negotiated transactions, subject to applicable securities laws. No such transactions are currently contemplated and the occurrence of any such transaction would be a transaction in the ordinary course of the Investors' business of providing investment advice and investment management services, based on continuing evaluations of the Issuer's businesses and prospects, alternative investment opportunities and all other factors deemed relevant. As part of their ongoing review of investment alternatives, the Investors, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, the KKR Affiliates, other stockholders or other third parties regarding such matters. Such actions by the Investors may include, among others, those rights granted to the Investors pursuant to the Stockholders' Agreement, dated February 13, 1997, among the Issuer, the KKR Affiliates and the Investors (the "Stockholders' Agreement") to discuss the business, operations, properties, financial and other conditions and plans and prospects of the Issuer (and its subsidiaries), and, subject to certain limitations therein, to visit and inspect the Issuer's (and its subsidiaries') properties. ITEM 5. INTEREST AND SECURITIES OF THE ISSUER (a) As of the date of this Statement, the Special Credits Limited Partnerships no longer beneficially own any shares of the Issuer's Common Stock. Special Credits, for its own benefit and as the general partner of the Special Credits Limited Partnerships and the investment manager of the Special Credits Accounts no longer beneficially owns any shares of the Issuer's Common Stock. As of the date of this statement, the Special Credits Trusts no longer beneficially own any shares of the Issuer's Common Stock. TCW, as the trustee of the Special Credits Trusts may no longer be deemed to beneficially own any shares of the Issuer's Common Stock. As of the date of this Statement, The Principal Fund beneficially owns 949,244 shares of the Issuer's Common Stock, which is approximately 10.3% of the outstanding shares of the Issuer's Common Stock. TAMCO, as the general partner of The Principal Fund, may be deemed to beneficially own 949,244 shares of the Issuer's Common Stock held by The Principal Fund, or approximately 10.3% of the outstanding shares of the Issuer's Common Stock. TCWG, as the parent corporation of TCW and TAMCO, may be deemed to beneficially own shares of the Issuer's Common Stock deemed to be owned by the other TCW Related Entities, all of which now constitutes 949,244 shares of the Issuer's Common Stock held by The Principal Fund, or approximately 10.3% of the outstanding shares of the Issuer's Common Stock. TCWG and TAMCO each disclaim beneficial ownership of the shares of the Issuer's Common Stock reported herein and the filing of this Statement shall not be construed as an admission that any such entity is the beneficial owner of any securities covered by this Statement. Pursuant to a subadvisory agreement with TAMCO, Oaktree may be deemed to beneficially own 949,244 shares of the Issuer's Common Stock held by The Principal Fund, or approximately 10.3% of the outstanding shares of the Issuer's Common Stock. Oaktree disclaims ownership of the shares of the Issuer's Common Stock reported herein and the filing of this Statement shall not be construed as an admission that Oaktree is the beneficial owner of any securities covered by this statement. (b) TAMCO, as general partner of The Principal Fund, has discretionary authority and control over all of the assets of The Principal Fund pursuant to the limited partnership agreement for such limited partnership. Therefore, TAMCO has the power to vote and dispose of 949,244 shares of the Issuer's Common Stock. TCWG, as the parent of TAMCO, may be deemed to have the power to vote and dispose of the shares of the Issuer's Common Stock that TAMCO has the power to vote and dispose, all of which constitutes 949,244 shares of the Issuer's Common Stock. Oaktree, as the fund manager of The Principal Fund pursuant to the subadvisory agreement between TAMCO and Oaktree, may be deemed to have the power to vote and dispose of the shares of the Issuer's Common Stock that The Principal Fund has the power to vote and dispose of, all of which constitutes 949,244 shares of the Issuer's Common Stock. (c) On February 4, 1997, The Principal Fund exercised 858,683 warrants of the Issuer, constituting all of the Issuer's warrants held by The Principal Fund, which warrants were convertible into 858,683 shares of the Issuer's Common Stock. The Principal Fund used $10,733,538 of funds for the exercise of such warrants, at an exercise price of $12.50 per share, which funds were obtained from the Principal Fund's working capital. As described above, pursuant to the proration provisions of the Merger Agreement, The Principal Fund received 949,244 shares of the Issuer's Common Stock and received cash for 2,619,677 shares of the Issuer's Common Stock that were included in the Non-Cash Election made by The Principal Fund. TAMCO, Bruce A. Karsh, Howard S. Marks, David Richard Masson and Sheldon M. Stone received cash for 13,041, 5,015, 3,120, 3,069 and 1,672 shares of the Issuer's Common Stock, respectively. (d) None. (e) On February 13, 1997, the closing contemplated by the Merger Agreement occurred and the Merger and its related transactions were consummated. In connection therewith, the Special Credits Limited Partnerships, the Special Credits Trusts and Special Credits, as investment manager of the Special Credits Accounts, tendered for cash at $19.00 per share all of the shares of the Issuer's Common Stock held by such entities. At such time, the Special Credits Limited Partnerships, the Special Credits Trusts, Special Credits and TCW ceased to beneficially own any shares of the Issuer's Common Stock. Accordingly, these respective entities are no longer subject to Section 13(d) of the Act, and the rules and regulations promulgated thereunder, in respect of the Issuer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER TAMCO, as general partner of The Principal Fund, receives a management fee for its management of The Principal Fund. Pursuant to a subadvisory agreement between TAMCO and Oaktree, The Principal Fund is managed by Oaktree, who receives a portion of the management fee received by TAMCO for its management of The Principal Fund. The Principal Fund's investment strategy is to invest in entities in which there is a potential for The Principal Fund to exercise significant influence over management. As originally contemplated by that certain Voting Agreement, dated October 3, 1996, between Oaktree (on its own behalf and on behalf of the Oaktree Account), The Principal Fund, Special Credits (on behalf of the Special Credits Accounts), the Special Credits Limited Partnerships and the Special Credits Trusts, on the one hand, and KCLC, on the other hand (the "Voting Agreement"), and upon consummation of the Merger, the Issuer, the KKR Investors and the Investors entered into the Stockholders' Agreement. Pursuant to the terms of the Stockholders' Agreement, the Investors are entitled to designate one director to the Board of Directors of the Issuer, who initially will be Mr. Stephen A. Kaplan. In addition, the Stockholders' Agreement provides that (i) the Investors have the right to participate pro rata in certain sales of the Issuer's Common Stock by the KKR Affiliates and (ii) the KKR Affiliates have the right to require the Investors to participate pro rata in certain sales by the KKR Affiliates. In addition, the Investors have the right, during the term of the Stockholders' Agreement, to discuss the business, operations, properties, financial and other conditions and plans and prospects of the Issuer with the executive officers and directors of the Issuer (or any subsidiary of the Issuer), which rights include limited visitation and inspections rights of the Issuer's (or any of the Issuer's subsidiaries') properties. The Stockholders' Agreement will terminate no later than its tenth anniversary, and may terminate earlier if (a) the number of shares of the Issuer's Common Stock held in the aggregate by the Investors falls below certain ownership levels through sales or other dilution events (as more fully described therein) or (b) the KKR Affiliates, in the aggregate, own less than 15% of the outstanding shares of the Issuer's Common Stock, on a fully diluted basis. The foregoing summary of the Stockholders' Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the text of the Stockholders' Agreement. Other than the agreements described herein, and except to the extent the securities referred to in this Statement constitute assets of The Principal Fund, there are no contracts, understandings or relationships (legal or otherwise) among or between any member of the TCW Related Entities or, to the best of their knowledge, their respective executive officers, directors or general partners, or between or among any of such persons and with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following are filed herewith as Exhibits to this Statement: * Exhibit 1.1- Agreement of TCW Related Entities regarding a joint Schedule 13D (and such amendments as may become necessary) with respect to the Common Stock of KinderCare Learning Centers, Inc. * Exhibit 1.2- Voting Agreement, dated October 3, 1996, between the Subsidiary, on the one hand, and the Stockholders, on the other hand. * Exhibit 1.3- Form of Agreement and Plan of Merger between the Subsidiary and the Issuer. * Exhibit 1.4- Form of Stockholder's Agreement, to be entered into among the Issuer, KKR, Oaktree and the Electing Stockholders. Exhibit 1.5- Stockholder's Agreement, dated February 13, 1997, among the Issuer, the KKR Investors, Oaktree and The Principal Fund. - ------------------- * Previously filed with the Commission and hereby incorporated by reference SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated as of day of February, 1997. THE TCW GROUP, INC. /s/ Mohan Phansalkar _______________________________________ Mohan Phansalkar Authorized Signatory TRUST COMPANY OF THE WEST /s/ Bruce A. Karsh _______________________________________ Bruce A. Karsh Authorized Signatory TCW ASSET MANAGEMENT COMPANY /s/ Bruce A. Karsh _______________________________________ Bruce A. Karsh Authorized Signatory TCW SPECIAL CREDITS /s/ Bruce A. Karsh ________________________________________ Bruce A. Karsh, Authorized Signatory of TCW Asset Management Company, the Managing General Partner of TCW Special Credits TCW SPECIAL CREDITS FUND II /s/ Bruce A. Karsh _______________________________________ Bruce A. Karsh Authorized Signatory of TCW Asset Management Company, the Managing General Partner of TCW Special Credits, the General Partner of TCW Special Credits Fund II TCW SPECIAL CREDITS FUND IIb /s/ Bruce A. Karsh ______________________________________ Bruce A. Karsh Authorized Signatory of TCW Asset Management Company, the Managing General Partner of TCW Special Credits, the General Partner of TCW Special Credits Fund IIb TCW SPECIAL CREDITS FUND III /s/ Bruce A. Karsh _________________________________________ Bruce A. Karsh Authorized Signatory of TCW Asset Management Company, the Managing General Partner of TCW Special Credits, the General Partner of TCW Special Credits Fund III TCW SPECIAL CREDITS FUND IIIb /s/ Bruce A. Karsh _______________________________________ Bruce A. Karsh Authorized Signatory of TCW Asset Management Company, the Managing General Partner of TCW Special Credits, the General Partner of TCW Special Credits Fund IIIb TCW SPECIAL CREDITS TRUST /s/ Bruce A. Karsh ______________________________________ Bruce A. Karsh Authorized Signatory of Trust Company of the West, the trustee of TCW Special Credits Trust TCW SPECIAL CREDITS TRUST IIIb /s/ Bruce A. Karsh _______________________________________ Bruce A. Karsh Authorized Signatory of Trust Company of the West, the trustee of TCW Special Credits Trust IIIb OAKTREE CAPITAL MANAGEMENT, LLC /s/ Bruce A. Karsh _______________________________________ Bruce A. Karsh Managing Director and General Counsel TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND /s/ Bruce A. Karsh ______________________________________ Bruce A. Karsh, Authorized Signatory of TCW Asset Management Company, the General Partner of TCW Special Credits Fund V - The Principal Fund SCHEDULE I BOARD OF DIRECTORS OF THE TCW GROUP, INC. All of the following individuals are directors of The TCW Group, Inc. Each director is a citizen of the United States of America unless otherwise specified below: HOWARD P. ALLEN CARLA A. HILLS Former Chairman & CEO 1200 19th Street, N.W. Southern California Edison 5th Floor 2244 Walnut Grove Blvd. Washington, DC 20036 Rosemead, CA 91770 DR. HENRY A. KISSINGER JOHN M. BRYAN Chairman Partner Kissinger Associates, Inc. Bryan & Edwards 350 Park Ave., 26th Floor 600 Montgomery St., 35th Floor New York, NY 10022 San Francisco, CA 94111 THOMAS E. LARKIN, JR. ROBERT A. DAY President Chairman of the Board, Trust Company of the West Trust Company of the West 865 South Figueroa St., Suite 1800 200 Park Avenue, Suite 2200 Los Angeles, CA 90017 New York, New York 10166 KENNETH L. LAY DAMON P. DE LASZLO, ESQ. Chairman and Chief Executive Officer Managing Director of Harwin Enron Corp. Engineers S.A., Chairman & D.P. 1400 Smith Street Advisers Holdings Limited Houston, TX 77002-7369 Byron's Chambers A2 Albany, Piccadilly MICHAEL T. MASIN, ESQ. London W1V 9RD - England Vice Chairman (Citizen of United Kingdom) GTE Corporation One Stamford Forum WILLIAM C. EDWARDS Stamford, CT 06904 Partner-Bryan & Edwards 3000 Sand Hill Road, Suite 190 EDFRED L. SHANNON, JR. Menlo Park, CA 94025 Investor/Rancher 1000 S. Fremont Ave. ERNEST O. ELLISON Alhambra, CA 9l802 Vice Chairman Trust Company of the West ROBERT G. SIMS 865 South Figueroa St., Suite 1800 Private Investor Los Angeles, CA 90017 11828 Rancho Bernardo, Box 1236 San Diego, CA 92128 HAROLD R. FRANK Chairman of the Board MARC I. STERN Applied Magnetics Corporation President 75 Robin Hill Rd. The TCW Group, Inc. Goleta, CA 93017 865 S. Figueroa St., Suite 1800 Los Angeles, CA 90017 EXHIBIT INDEX
Sequential Exhibit Page Number Description Number - ------- -------------------- ------------ * 1.1 Agreement of TCW Related Entities regarding a joint Schedule 13D (and such amendments as may become necessary) with respect to the Common Stock of KinderCare Learning Centers, Inc. dated as of October 4, 1995. * 1.2 Voting Agreement, dated October 3, 1996, between the Subsidiary, on the one hand, and the Stockholders, on the other hand. * 1.3 Form of Agreement and Plan of Merger between the Subsidiary and the Issuer. * 1.4 Form of Stockholder's Agreement, to be entered into among the Issuer, KKR, Oaktree and the Electing Stockholders. 1.5 Stockholder's Agreement, dated February 13, 1997, among the Issuer, the KKR Investors, Oaktree and The Principal Fund
- ---------------------- * Previously filed with the Commission and hereby incorporated by reference EX-1.5 2 EXHIBIT 1.5 STOCKHOLDERS AGMT, DATED FEB 13, 1997 Exhibit 1.5 Execution Copy STOCKHOLDERS' AGREEMENT This Stockholders' Agreement (this "Agreement"), is entered into as of February 13, 1997 by and among KinderCare Learning Centers, Inc., a Delaware corporation (the "Company"), TCW Special Credits Fund V The Principal Fund, a California limited partnership ("Fund V"), Oaktree Capital Management, LLC, a California limited liability company ("Oaktree"), KLC Associates, L.P., a Delaware limited partnership, and KKR Partners II, a Delaware limited partnership (collectively, the "KKR Investors"). RECITALS WHEREAS, KCLC Acquisition Corp. and the Company have entered into that certain Agreement and Plan of Merger dated as of October 3, 1996 and as amended as of December 27, 1996 (the "Merger Agreement"), pursuant to which the KKR Investors have acquired approximately 85% of the outstanding shares of common stock, par value $.01 per share, of the Company; and WHEREAS, pursuant to the terms of the Merger Agreement, Fund V has retained beneficial ownership of 949,244 shares of Common Stock. WHEREAS, that certain Voting Agreement entered into by an affiliate of the KKR Investors, Oaktree, Fund V and certain other affiliates of Oaktree requires that the parties hereto enter into a stockholders agreement in the form of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the parties hereto agree as follows: Section 1. DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings: AFFILIATE: When used with respect to a specified Person, another Person that, either directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. BOARD: The Board of Directors of the Company. COMMON STOCK: The Common Stock, par value $.01 per share, of the Company. EXEMPT TRANSACTION: Has the meaning set forth in Section 2(c) hereof. 2 INITIAL OAKTREE SHARES: The shares of Common Stock owned by Fund V immediately after giving affect to the consummation of the merger contemplated by the Merger Agreement. KKR AFFILIATE: With respect to the KKR Investors shall mean a Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the KKR Investors; PROVIDED, HOWEVER, that KKR Affiliate shall not in any event include the limited partners of the KKR Investors or the limited partners of the general partner of the KKR Investors. KKR HOLDER: The KKR Investors and any Person to whom a KKR Holder transfers shares of Common Stock which Person is required by this Agreement to be bound by the provisions of this Agreement. KKR SHARES: As of any date of determination, the shares of Common Stock then held by the KKR Holders. OAKTREE INVESTORS: As of any date of determination, Fund V and any other investors for which Oaktree is the sole investment manager which then own shares of Common Stock. OAKTREE SHARES: As of any date of determination, the shares of Common Stock then held by the Oaktree Investors. PERSON: An individual, partnership, limited liability company, joint venture, corporation, trust or unincorporated organization, a government or any department, agency or political subdivision thereof or other entity. PRIVATE SALE: Any sale of securities other than a sale made in a public distribution pursuant to an effective registration statement under the Securities Act. SECURITIES ACT: The Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder. Section 2. (a) "TAG-ALONG" RIGHT WITH RESPECT TO PRIVATE SALES BY KKR HOLDERS. (i) PRIVATE SALES OF SHARES BY KKR HOLDERS. Subject to the last sentence of Section 3(a), with respect to any proposed Private Sale of any KKR Shares by a KKR Holder or KKR Holders (collectively, for purposes of this Section 2, the "KKR Holder") during the term of this Agreement to a Person (a "Proposed Purchaser"), other than pursuant to an Exempt Transaction (as defined in Section 2(c)), the Oaktree Investors shall have the right and option, but not the obligation, to participate in such sale, on the same terms and subject to the same conditions as the sale by the KKR Holder, for the number of Oaktree Shares owned by the Oaktree Investors equalling the number derived by multiplying the total number of KKR Shares which the KKR Holder proposes to sell (the "Proposed Number of 3 Shares") by a fraction, the numerator of which is the total number of Oaktree Shares and the denominator of which is the sum of (A) the total number of Oaktree Shares, (B) the total number of KKR Shares, and (C) the total number of shares of Common Stock (determined on a fully diluted basis) owned by Persons entitled to the benefits of any other "tag-along" rights arising as a result of such sale. (ii) NOTICES. The KKR Holder shall notify, or cause to be notified, Oaktree in writing of each proposed Private Sale subject to Section 2(a)(i) above. Such notice shall set forth: (A) the Proposed Number of Shares, (B) the name and address of the Proposed Purchaser, (C) the proposed amount of consideration, the material terms and conditions of such sale (and if the proposed consideration is not cash, the notice shall describe the terms of the proposed consideration) and the proposed closing date of such sale, (D) the total number of KKR Shares and the total number of shares of Common Stock (determined on a fully diluted basis) owned by Persons entitled to the benefits of any other "tag-along" rights arising as a result of such sale and (D) that the Proposed Purchaser has been informed of the "tag-along" right provided for in this Section 2(a) and has agreed to purchase Oaktree Shares held by the Oaktree Investors in accordance with the terms hereof. The "tag-along" right may be exercised by the Oaktree Investors by delivery of a written notice from Oaktree to the KKR Holder (the "Tag-Along Notice") within 15 days following receipt of the notice specified in the preceding sentence. The Tag-Along Notice shall state the amount of Oaktree Shares that the Oaktree Investors propose to include in such sale to the Proposed Purchaser. If Oaktree delivers a Tag-Along Notice to the KKR Holder, the Oaktree Investors participating in the proposed Private Sale shall (A) prior to closing of any such sale, execute and deliver (or cause to be executed and delivered) any purchase agreement or other documentation required by the Proposed Purchaser to consummate the sale (including without limitation all legal opinions, cross-receipts and certificates), which purchase agreement and other documentation shall be on terms no less favorable in respect of any material term to such Oaktree Investors than those executed by the KKR Holders and (B) at the closing of any such sale, deliver to the Proposed Purchaser the certificate or certificates representing the Oaktree Shares to be sold pursuant to such sale by such Oaktree Investors, duly endorsed for transfer with signatures guaranteed, against receipt of the purchase price thereof. (iii) NUMBER OF SHARES TO BE SOLD. If a Tag-Along Notice is received pursuant to Section 2(a)(ii), the Oaktree Investors shall be permitted to sell to the Proposed Purchaser up to the number of Oaktree Shares determined as set forth in Section 2(a)(i) above (the "Proposed Oaktree Shares"), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the "Proposed KKR Shares") equal to the Proposed Number of Shares, less the 4 aggregate number of Proposed Oaktree Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; PROVIDED that the KKR Holder shall have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Shares, if the Proposed Purchaser wants to purchase such additional shares. If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii), the KKR Holder shall have the right for a 120-day period to sell to the Proposed Purchaser up to the Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice. (b) "TAG-ALONG" RIGHT WITH RESPECT TO PUBLIC SALES BY KKR HOLDERS. (i) PUBLIC SALES OF SHARES BY KKR HOLDERS. Subject to the last sentence of Section 3(a), with respect to any proposed sale of any KKR Shares by a KKR Holder during the term of this Agreement made in a public distribution pursuant to an effective registration statement under the Securities Act, other than sales described in clause (iv) of the definition of Exempt Transaction, the Oaktree Investors shall have the right and option, but not the obligation, to participate in such public distribution on the same terms and subject to the same conditions as the sale by the KKR Holder for a number of Oaktree Shares owned by the Oaktree Investors as determined pursuant to Section 2(b)(iii) below. (ii) The KKR Holder shall notify, or cause to be notified, Oaktree in writing (a "Notice") of each proposed public distribution pursuant to an effective registration statement under the Securities Act (a "Proposed Registration"). Such notice may be given before the filing of such registration statement and need not specify any price or other terms or conditions of such sale. If within 10 days of the delivery of such Notice to Oaktree, the KKR Holder receives from Oaktree a written request (a "Request") to register shares of Common Stock held by the Oaktree Investors (which Request will be irrevocable), shares of Common Stock will be so registered as and to the extent provided in this Section 2(b) if KKR Shares are so registered. If Oaktree delivers a Request to the KKR Holder, the Oaktree Investors will participate in such public distribution, if any, at the same price and on the same terms and conditions as the KKR Holder, which price and other terms and conditions will be determined on behalf of the KKR Holder and the Oaktree Investors by the KKR Holder in its sole discretion. Nothing in this Agreement shall create any obligation on the part of the KKR Holder to cause a registration statement to become effective under the Securities Act or to sell any shares of Common Stock pursuant to an effective registration statement under the Securities Act. (iii) The maximum number of shares of Common Stock which will be registered pursuant to a Request will equal the 5 number derived by multiplying the total number of KKR Shares which the KKR Holder proposes to sell in such public distribution by a fraction, the numerator of which is the total number of Oaktree Shares and the denominator of which is the sum of (A) the total number of Oaktree Shares, (B) the total number of KKR Shares, and (C) the total number of shares of Common Stock (determined on a fully diluted basis) owned by Persons entitled to the benefits of any other "tag-along" rights arising as a result of such distribution; provided that in the event that the aggregate number of shares of Common Stock to be sold in any such public distribution is increased or decreased, then the number of shares of Common Stock which the Oaktree Investors shall sell in such public distribution shall be increased or decreased by the product of (i) the number of shares of Common Stock by which the total number of shares of Common Stock in such public distribution is increased or decreased and (ii) a fraction the numerator of which equals the number of Oaktree Shares originally so registered and the denominator of which is the total number of shares of Common Stock originally so registered. (iv) Upon delivery of a Request, the participating Oaktree Investors will, if requested by the KKR Holder, execute and deliver to the KKR Holder a custody agreement and power of attorney in form and substance reasonably satisfactory to the KKR Holder with respect to the shares of Common Stock to be registered pursuant to this Section 2(b) (a "Custody Agreement and Power of Attorney"). The custodian and attorney-in-fact under the Custody Agreement and Power of Attorney will be the KKR Holder or its designee. The Custody Agreement and Power of Attorney will provide, among other things, that such Oaktree Investors will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Oaktree Investors' agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Oaktree Investors' behalf with respect to the matters specified therein (including without limitation executing an underwriting agreement and cross-receipts). (v) Oaktree, for itself and on behalf of each participating Oaktree Investor, agrees that it will execute and deliver or cause to be executed and delivered such other agreements and other documents (such as legal opinions, cross-receipts and certificates) as the KKR Holder itself is delivering or as the KKR Holder may otherwise reasonably request to implement the provision of this Section 2(b). (c) EXEMPT TRANSACTION DEFINED. As used herein, the term "Exempt Transaction" shall mean (i) sales by the KKR Investors to any KKR Affiliates, (ii) sales by any KKR Affiliate to another KKR Affiliate or to the KKR Investors, (iii) transfers 6 by the KKR Investors and their respective KKR Affiliates to its partners or members (and any subsequent sales by such partners or members) in the form of dividends or distributions (whether upon liquidation or otherwise), (iv) sales by the KKR Investors which, taken together with all prior sales by the KKR Investors, equals a number of shares of Common Stock which is less than 10% of the shares of Common Stock then outstanding on a fully diluted basis or (v) with respect to Section 3 only, sales by any KKR Holders made in a public distribution pursuant to an effective registration statement under the Securities Act; PROVIDED that in the case of clauses (i) and (ii) above the buyer agrees in writing to be bound by the provisions of this Agreement, including this paragraph (c); PROVIDED, FURTHER that in the case of clause (iii) above, if the transferee is an Affiliate of Kohlberg Kravis Roberts & Co., such transferee agrees in writing to be bound by the provisions of this Agreement, including this paragraph (c). Section 3. "DRAG-ALONG" RIGHT WITH RESPECT TO OAKTREE SHARES. (a) SALES BY KKR HOLDERS. In the event that the KKR Holder determines, during the term of this Agreement, to transfer either (i) at least 50% of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer or (ii) at least 35% of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer (provided that such percentage set forth in this clause (ii) equals 100% of the KKR Shares at the time of such transfer) to a Proposed Purchaser, other than in an Exempt Transaction (a "Drag-Along Sale"), then upon the request of the KKR Holders, the Oaktree Investors will transfer to such Proposed Purchaser all of the Oaktree Shares at the same price and upon the same terms and conditions in respect of any material term as such transfer by the KKR Holders. In the event that the KKR Holders own at least 15% of the outstanding shares of the Common Stock on a fully diluted basis and have signed an agreement, with respect to all KKR Shares, to vote in favor of or tender in connection with (a "Transaction Agreement") a business combination transaction entered into by the Company, then, upon the request of the KKR Holders, the Oaktree Investors will execute a Transaction Agreement with the same terms and conditions in all material respects as the Transaction Agreement signed by the KKR Holder. In the event that both Sections 2 and 3 hereto apply to a single transaction, the "drag-along" rights set forth in this Section 3 will have priority over the "tag-along" rights set forth in Section 2 above, and the "tag-along" rights set forth in Section 2 will become exercisable by the Oaktree Investors following a determination by the KKR Holder not to exercise its rights under this Section 3. (b) NOTICE. Prior to making any Drag-Along Sale, the KKR Holders shall, if they determine in their sole discretion that the Oaktree Investors should participate in such transfer, provide Oaktree with written notice (the "Drag-Along Notice") not less than 5 business days prior to the proposed date of the Drag-Along Sale (the "Drag-Along Sale Date"). The Drag-Along Notice 7 shall set forth: (i) the name and address of the Proposed Purchaser; (ii) the proposed amount and form of consideration to be paid per share of Common Stock and the material terms and conditions of the transfer; (iii) the Drag-Along Sale Date and the date upon which the Oaktree Investors shall deliver to the KKR Holders the certificates representing the Oaktree Shares, duly endorsed, and the power of attorney referred to below; and (iv) that the Proposed Purchaser has been informed of the Drag-Along Sale rights and has agreed to acquire all of the Oaktree Shares. The Oaktree Investors shall (i) prior to closing of any such transfer, execute any purchase agreement or other documentation required by the Proposed Purchaser to consummate the transfer, which purchase agreement and other documentation shall be on terms no less favorable in respect of any material term to the Oaktree Investors than those executed by the KKR Holders, and (ii) at the closing of any such transfer, deliver to the Proposed Purchaser the certificate or certificates representing the Oaktree Shares, duly endorsed for transfer with signatures guaranteed, against receipt of the purchase price thereof. Prior to entering into a Transaction Agreement, the KKR Holders shall, if they determine in their sole discretion that the Oaktree Investors should execute a Transaction Agreement, provide Oaktree with written notice (the "Transaction Agreement Notice") not less than 5 business days prior to the proposed date of the execution of the Transaction Agreement (the "Transaction Agreement Date"). The Transaction Agreement Notice shall set forth: (i) the name and address of the counter-parties to the Transaction Agreement; (ii) the proposed form of Transaction Agreement; and (iii) the material terms and conditions of the business combination with the Company to which the Transaction Agreement relates. The Oaktree Investors shall, at the signing and closing of such Transaction Agreement, execute and deliver all other documentation required by such Transaction Agreement, which documents shall be on terms no less favorable in respect of any material term to the Oaktree Investors than those executed by the KKR Holder. (c) EFFECT OF DRAG-ALONG SALE. If the Oaktree Investors receive their proportionate share of the purchase price from a Drag-Along Sale, but have failed to deliver certificates representing their shares of Common Stock as described in this Section 3, they shall for all purposes be deemed no longer to be stockholders of the Company, shall have no voting rights, shall not be entitled to any dividends or other distributions with respect to the Common Stock held by them, and shall have no other rights or privileges granted to stockholders under law or this Agreement. 8 Section 4. ELECTION OF DIRECTOR; OTHER RIGHTS. (a) Subject to Fund V's compliance with Section 3(g) of the Voting Agreement, if immediately after giving effect to the merger contemplated by the Merger Agreement, Fund V owns in excess of 432,099 shares of the Common Stock, then one representative of the Oaktree Investors, who shall be either Mr. Stephen A. Kaplan or Mr. Bruce A. Karsh, or in the event that both Mr. Kaplan and Mr. Karsh are not affiliated with Oaktree or are permanently disabled, another individual selected by Oaktree who is reasonably acceptable to the Company and the KKR Holder, shall (i) be nominated by the Company for election to the Board and (ii) have the KKR Shares voted in favor of his election to the Board, until such time as this Agreement terminates in accordance with its terms. At such time as this Agreement terminates in accordance with its terms, the Oaktree Investors will, upon notice to Oaktree from the KKR Investors, cause their nominee to resign from the Board. (b) VCOC AGREEMENTS. The Oaktree Investors shall have the right, during the term of this Agreement, upon reasonable prior written notice to the Company, to (i) discuss the business, operations, properties, financial and other conditions and plans and prospects of the Company with any executive officer or director of the Company or any subsidiary of the Company and (ii) during normal business hours, to visit and inspect any of the properties of the Company and its subsidiaries. Section 5. TRANSFER. (a) The Oaktree Investors agree not to offer or to transfer, sell, assign, pledge, hypothecate or otherwise dispose of ("Transfer") any of their shares of Common Stock unless such offer or Transfer complies with the Securities Act and the rules and regulations thereunder and the state securities laws of any applicable state. (b) Any transferee of an Oaktree Investor will not acquire any rights under this Agreement. Any Person which owns shares of Common Stock and which, prior to the date of determination, was an Oaktree Investor, but, on the date of determination, Oaktree is not the sole investment manager of, shall not be entitled to any rights under this Agreement. Section 6. MISCELLANEOUS. (a) TERMINATION OF AGREEMENT. The provisions of this Agreement shall terminate upon the earliest of: (i) the earliest of (A) if the number of Initial Oaktree Shares is less than 864,198, such time as the Oaktree Investors own less than 90% of the number of Initial Oaktree Shares; (B) if the number of Initial Oaktree Shares is 864,198 or more, then at such time as the Oaktree Investors transfer a number of shares of Common Stock such that (1) immediately before giving effect to such transfer, the Oaktree Investors owned at least 10% of the shares of Common Stock on a fully diluted basis and (2) immediately 9 after giving effect to such transfer, the Oaktree Investors owns less than 10% of the shares of Common Stock on a fully diluted basis or (C) if the number of Initial Oaktree Shares is 864,198 or more and the number of Oaktree Shares falls below 10% of the number of shares of Common Stock on a fully diluted basis other than as a result of a transfer by the Oaktree Investors, such time after such falling below as the Oaktree Investors transfer any shares of Common Stock and thereafter the Oaktree Investors own less than 90% of the number of Initial Oaktree Shares; (ii) the date on which the KKR Holders in the aggregate own less than 15% of the shares of Common Stock on a fully diluted basis; or (iii) the tenth anniversary of the date of this Agreement. Notwithstanding the immediately preceding sentence, this Section 6 and the last sentence of Section 4(a) shall survive the termination of this Agreement. For the purpose of Section 6(a)(i), the term "transfer" shall include, with respect to an Oaktree Investor, Oaktree no longer being the sole investment manager of such Oaktree Investor. (b) REPRESENTATION AND WARRANTY. The Oaktree Investors own, of record or beneficially, no shares of Common Stock or securities convertible or exchangeable for shares of Common Stock, other than the Oaktree Shares subject to this Agreement. (c) ASSIGNMENT, BINDING EFFECT. This Agreement shall not be assignable by the parties hereto, except to any Person who in connection with a transfer of KKR Shares is required by this Agreement, in connection with such transfer, to agree to be bound by the provisions of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, legatees, successors and permitted assigns. (d) COSTS AND EXPENSES. All costs and expenses incurred in connection with this Agreement and the consummation of any of the transactions contemplated hereby shall be paid by the party incurring such expenses. (e) AMENDMENTS. The provision of this Agreement, including the provisions of this sentence, may be amended, modified or supplemented only by a written instrument executed by holders of (i) at least a majority of the KKR Shares, (ii) Oaktree and (iii) the Company. (f) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflict of 10 laws. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Agreement. (g) INTERPRETATION. The headings of the sections contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect the meaning or interpretation of this Agreement. (h) NOTICES. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by telecopy or seven days after having been sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address or to such other address as either party to this Agreement shall specify by notice to the other: (1) If to the KKR Investors or a KKR Holder, to it in care of: Kohlberg Kravis Roberts & Co. 9 West 57th Street New York, New York 10019 Attention: Clifton S. Robbins with a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Attention: David J. Sorkin (2) If to Oaktree or to an Oaktree Investor, to it in care of: Oaktree Capital Management, LLC 550 South Hope Street, 22nd Floor Los Angeles, California 90071 Attention: Stephen A. Kaplan with a copy to: Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, N.Y. 10166-0193 Attention: Conor D. Reilly, Esq. (3) If to the Company, to it in care of: KinderCare Learning Centers, Inc. 2400 Presidents Drive Montgomery, AL 36111 Attention: Rebecca Bryan 11 Vice President/General Counsel with a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Attention: David J. Sorkin (i) WAIVER AND CONSENT. No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as waiver of any preceding or succeeding breach and no failure by any party to exercise any right or privilege hereunder shall be deemed a waiver of such party's rights or privileges hereunder or shall be deemed a waiver of such party's rights to exercise the same at any subsequent time or times hereunder. Each party hereto, in addition to being entitled to exercise all rights provided herein, in the charter or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Each party hereto agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. (j) INSPECTION. Copies of this Agreement will be available for inspection or copying by any party at the offices of the Company through the Secretary of the Company. (k) COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement. (l) SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (m) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the rights of the Oaktree Investors herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matters. 12 (n) LIMITED LIABILITY OF PARTNERS. Notwithstanding anything that may be expressed or implied in this Agreement, each KKR Holder and each Oaktree Investor, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that notwithstanding that the KKR Holder and the Oaktree Investors are partnerships no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any officer, agent or employee of any KKR Holder or any Oaktree Investor, against any partner of any KKR Holder or Oaktree Investor or any director, officer, employee, partner, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by an officer, agent or employee of any KKR Holder or any Oaktree Investor or any partner of any KKR Holder or any Oaktree Holder or any director, officer, employee, partner, affiliate or assignee of any of the foregoing, as such for any obligations of any KKR Holder or Oaktree Investor under this Agreement or any documents or instruments delivered in connection with this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation. IN WITNESS WHEREOF, the parties have executed this Stockholders' Agreement as of the date first above written. KINDERCARE LEARNING CENTERS, INC. a Delaware corporation By: /s/ Philip L. Maslowe ------------------------------------- Name: Philip L. Maslowe Title: Chief Financial Officer and Senior Vice President TCW SPECIAL CREDITS FUND V - THE PRINCIPAL FUND By: TCW ASSET MANAGEMENT CO., General Partner By: OAKTREE CAPITAL MANAGEMENT, LLC Manager By: /s/ Kenneth Liang ---------------------------------- Name: Kenneth Liang Title: Authorized Signatory 13 By: /s/ Stephen Kaplan ---------------------------------- Name: Stephen Kaplan Title: Authorized Signatory OAKTREE CAPITAL MANAGEMENT, LLC, By: /s/ Kenneth Liang ------------------------------------- Name: Kenneth Liang Title: Authorized Signatory By: /s/ Stephen Kaplan ------------------------------------- Name: Stephen Kaplan Title: Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----