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Lodestar Proposes Buyout of Kinder-Care Learning Centers

November 3, 1989

MONTGOMERY, Ala. (AP) _ A New York investment banking firm on Friday acquired a majority stake in Kinder-Care Learning Centers Inc. and said it has offered to buy out the nation’s largest day-care center operator.

In a proposal made Thursday, Lodestar Group offered $6 per share, or $114 million, for the Kinder-Care Learning Centers stock it didn’t already own.

The total cost of acquiring Kinder-Care Learning Centers would come to $273 million after adding the $159 million Lodestar already spent to amass 63 percent of the company’s outstanding common stock.

The company’s board of directors will hold its regular meeting Wednesday and could consider the Lodestar offer at that time, said Sharon Rives, director of investor relations for Kinder-Care Learning Centers.

Two Lodestar executives, Ken Miller and Tull Gearreald, are expected to be given seats on the board at next week’s meeting. Miller is the investment banking firm’s president and chief executive officer, and Gearreald is Lodestar’s vice chairman.

Ms. Rives said Lodestar began buying stock in the day-care company after it was spun off from Kinder-Care Inc. of Montgomery in a corporate restructuring in May.

Prior to the restructuring, she said, Kinder-Care Inc. owned 87 percent of the common stock in the learning centers.

″Kinder-Care decided to liquidate its interest in the learning centers so the two companies could go their separate ways,″ Ms. Rives said.

Lodestar, as part of the corporate restructuring, was allowed to purchase all outstanding stock in Kinder-Care Learning Centers that was not bought by Kinder-Care Inc. stockholders.

The investment banking firm on Friday obtained more than 26 million shares of outstanding stock, bringing its holding in the company to 63 percent of the common stock outstanding.

However, Lodestar will need the board’s approval to purchase additional stock. If the offer is approved, Kinder-Care Learning Centers would be taken private.

″They must go to the board in order to purchase any other stock,″ Ms. Rives said of Lodestar. ″That was a part of the (restructuring) agreement up front.″

″If the shareholders don’t want that, then we’ll keep our 63 plus percent and everybody will go on,″ Gearreald said in a telephone interview from New York City.

The proposed sale would include Sylvan Learning Centers, which became part of Kinder-Care Learning Centers under the restructuring.

Kinder-Care Learning Centers consists of 1,260 day-care centers in 40 states and Canada. Sylvan Learning Centers operates 418 franchise and 27 company-owned facilities that offer additional instruction in reading and math to school-aged children and adults.

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