<HTML>
<HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF" link="#807331" vlink="#FF0000">
<table width=680 border=0 cellspacing=0 cellpadding=0>
<tr>
<td>  <hr noshade size="3"></td>
</tr>

<tr>
<td align=center><font face="Times New Roman, Times, serif" size="3"> <b>UNITED
    STATES<br>
    SECURITIES AND EXCHANGE COMMISSION<br>
    Washington, DC 20549</b></font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
  <td align=center><font face="Times New Roman, Times, serif" size="5"><b>Form
    8-K</b></font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
  <td align=center><font face="Times New Roman, Times, serif" size="3"><b>CURRENT
    REPORT<br>
    Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934</b></font></td>
</tr>
</table>

<table width=680 border=0 cellspacing=0 cellpadding=0>
<tr>
<td>&nbsp;</td>
</tr>
    <tr>
      <td align=center>
        <font face="Times New Roman, Times, serif" size="2">Date
        of Report (Date of earliest event reported):&nbsp;&nbsp;&nbsp;<b>November 5, 2004</b></font></td>
    </tr>
<tr>
<td>&nbsp;</td>
</tr>
    <tr>
      <td align=center><img src="kclogosm.gif" width="109" height="96"></td>
    </tr>
<tr>
<td>&nbsp;</td>
</tr>
    <tr>
      <td align=center><b><font face="Times New Roman, Times, serif" size="+3">KinderCare Learning Centers, Inc.</font></b><br>
        <font face="Times New Roman, Times, serif" size="2">(Exact name of registrant
        as specified in its charter) </font></td>
    </tr>
    <tr>
      <td colspan=3>&nbsp;</td>
    </tr>
</table>

<table width=680 border=0 cellspacing=0 cellpadding=0>
<tr>
<td>&nbsp;</td>
</tr>
    <tr>
      <td align=CENTER width="208"><font face="Times New Roman, Times, serif" size="3"><b>Delaware</b></font>
        <hr noshade>
        <font face="Times New Roman, Times, serif" size="2"> (State or other jurisdiction
        <br>
        of incorporation)</font></td>
      <td align="CENTER" width="217"><font face="Times New Roman, Times, serif" size="3"><b>333-42137</b></font>
        <hr noshade>
        <font face="Times New Roman, Times, serif" size="2">(Commission<br>
        File Number)</font></td>
      <td align="CENTER" width="195"><font face="Times New Roman, Times, serif" size="3"><b>63-0941966</b></font>
        <hr noshade>
        <font face="Times New Roman, Times, serif" size="2">(IRS Employer <br>
        Identification No.)</font></td>
    </tr>
  </table>

<table width=680 border=0 cellspacing=0 cellpadding=0>
<tr>
<td>&nbsp;</td>
</tr>
    <tr>
      <td align=center height="48"><font face="Times New Roman, Times, serif" size="3"><b>650
        NE Holladay Street, Suite 1400<br>
        Portland, OR 97232</b></font>
        <hr noshade width="60%">
        <font face="Times New Roman, Times, serif" size="2">(Address of principal
        executive offices, zip code)</font><font face="Times New Roman, Times, serif" size="2">
        </font></td>
    </tr>
  </table>
<table width=680 border=0 cellspacing=0 cellpadding=0>
<tr>
<td>&nbsp;</td>
</tr>
    <tr>
      <td colspan=2>
        <div align="center"><font face="Times New Roman, Times, serif" size="2">Registrant's
          telephone number, including area code</font><font face="Times New Roman, Times, serif" size="3">:
          <b>(503) 872-1300</b></font></div>
      </td>
    </tr>
<tr>
<td>&nbsp;</td>
</tr>
    <tr>
      <td align=center height="48"><font face="Times New Roman, Times, serif" size="3"><b>Not applicable</b></font>
        <hr noshade width="60%">
        <font face="Times New Roman, Times, serif" size="2">(Former name or former address, if changed since last report)</font><font face="Times New Roman, Times, serif" size="2">
        </font></td>
    </tr>
  </table>

<table width=680 border=0 cellspacing=0 cellpadding=0>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td>Check the appropriate box below if the Form 8-K filing is intended to simultaneous
satisfy the filing obligation of the registrant under any of the following provisions:</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td>[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td>[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td>[&nbsp;&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td>[&nbsp;&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td><hr noshade size="3"></td>
</tr>
</table>

<p Style='page-break-before:always'>
<table width=680 border=0 cellspacing=0 cellpadding=0>
<tr>
<td><font face="Times New Roman, Times, serif" size="3"><b>Item
1.01&nbsp;&nbsp;Entry into a Material Definitive Agreement.</b></font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td><font face="Times New Roman, Times, serif" size="3"> On November 5, 2004,
KinderCare Learning Centers, Inc. ("KinderCare") and KU Education LLC ("Parent")
announced that they had entered into an Agreement and Plan of Merger (the
"Agreement"), dated as of November 5, 2004, by and among Parent, KUE Merger Sub
Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), KinderCare, KLC
Associates, L.P., KKR Partners II, L.P., TCW Special Credits Fund V - The
Principal Fund and David J. Johnson. Subject to the terms and conditions of the
Agreement, Parent will acquire KinderCare. Parent will pay approximately $550.3
million in cash for all outstanding equity of KinderCare and will assume or
repay approximately $490 million of KinderCare's debt. The per share price is
determined by a formula which KinderCare estimates will result in a price of
approximately $25.94 per share of KinderCare stock, $24.74 of which would be
paid upon closing and $1.20 of which would be placed in escrow for one year to
satisfy indemnification obligations. As a result of the transactions
contemplated by the Agreement, KinderCare will become a wholly-owned subsidiary
of Parent.</font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td><font face="Times New Roman, Times, serif" size="3">Pursuant to the
Agreement, each outstanding share of KinderCare common stock will be transferred
for or converted (except for shares owned by a stockholder who properly demands
appraisal rights and shares of KinderCare common stock that are held by Parent,
Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in treasury or
by any wholly-owned subsidiary of KinderCare) into the right to receive an equal
per share portion of the approximately $550.3 million in cash that will be paid
in the aggregate to holders of KinderCare common stock and options. The
Agreement has been approved by the respective Boards of Directors of KinderCare
and Parent.</font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td><font face="Times New Roman, Times, serif" size="3"> Also in connection with
the transactions contemplated by the Agreement, at the request of Parent, each
of Dan R. Jackson, Executive Vice President, Chief Financial Officer, Bruce A.
Walters, Senior Vice President, Chief Development Officer, S. Wray Hutchinson,
Senior Vice President of Operations, Edward L. Brewington, Senior Vice President
of Human Resources and Education, and Eva M. Kripalani, Senor Vice President,
General Counsel and Secretary, entered into an agreement not to solicit certain
employees of KinderCare or its subsidiaries for a period of six months after the
termination of such officer's employment.</font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td><font face="Times New Roman, Times, serif" size="3"> The Agreement, the
press release announcing the transactions contemplated by the Agreement and the
letter agreements referred to above are attached as exhibits hereto and are
incorporated herein by reference. This summary is qualified in its entirety by
reference to the exhibits attached hereto.</font></td>
</tr>
<tr>
<td><font face="Times New Roman, Times, serif" size="3"> Some of the statements
contained in this report are "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Generally, forward-looking
statements express expectations for or about the future, rather than historical
fact. Forward-looking statements are subject to inherent risks and uncertainties
that may cause actual results or events to differ materially from those
contemplated by such statements. Such risks and uncertainties include, among
others, the timing (including any possible delays) and receipt of regulatory
approvals (including any conditions, limitations or restrictions placed
thereon), as well as the risk that one or more governmental agencies may deny
approval of the transaction and other factors that may be referred to in the
KinderCare's reports filed with the Securities and Exchange Commission from time
to time.</font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
  <tr>
<td><font face="Times New Roman, Times, serif" size="3"><b>Item 9.01. Financial
Statements and Exhibits.</b></font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td><font face="Times New Roman, Times, serif" size="3">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits.</font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
</table>

<table width=680 border=0 cellspacing=0 cellpadding=0>
<tr>
<td width=10% valign=top align=center>2.1</td>

<td width=90% valign=top align=left>Agreement and Plan of Merger, dated as of
November 5, 2004, by and among KU Education LLC, KUE Merger Sub Inc., KinderCare
Learning Centers, Inc., KLC Associates, L.P., KKR Partners II, L.P., TCW Special
Credit Fund V - The Principal Fund and David J. Johnson.</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td width=10% valign=top align=center>10.1</td>

<td width=90% valign=top align=left>Letter Agreement, dated as of November 5,
2004, by and between KinderCare and Dan R. Jackson.</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td width=10% valign=top align=center>10.2</td>

<td width=90% valign=top align=left>Letter Agreement, dated as of November 5,
2004, by and between KinderCare and Bruce A. Walters.</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td width=10% valign=top align=center>10.3</td>

<td width=90% valign=top align=left>Letter Agreement, dated as of November 5,
2004, by and between KinderCare and S. Wray Hutchinson.</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td width=10% valign=top align=center>10.4</td>

<td width=90% valign=top align=left>Letter Agreement, dated as of November 5,
2004, by and between KinderCare and Edward L. Brewington.</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td width=10% valign=top align=center>10.5</td>

<td width=90% valign=top align=left>Letter Agreement, dated as of November 5,
2004, by and between KinderCare and Eva M. Kripalani.</td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td width=10% valign=top align=center>99.1</td>

<td width=90% valign=top align=left>Press release, dated November 5, 2004.</td>
</tr>
</table>

<table width=680 border=0 cellspacing=0 cellpadding=0>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td>
<hr noshade size="3"></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
  <td align=center><font face="Times New Roman, Times, serif" size="3"><b>SIGNATURE</b></font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
  <td><font face="Times New Roman, Times, serif" size="3">Pursuant to the requirements
    of the Securities Exchange Act of 1934, the registrant has duly caused this
    report to be signed on its behalf by the undersigned hereunto duly authorized.</font></td>
</tr>
<tr>
<td>&nbsp;</td>
</tr>
<tr>
<td><font face="Times New Roman, Times, serif" size="3">Date: November 9, 2004</font></td>
</tr>
</table>

<p Style='page-break-before:always'>
<table width=680 border=0 cellspacing=0 cellpadding=0>
    <tr>
      <td width="50%">&nbsp;</td>
      <td width="50%">
        <div align="center">
          <p><font face="Times New Roman, Times, serif" size="4"><b>KinderCare
            Learning Centers, Inc.<br>
            <br>
            </b></font></p>
        </div>
      </td>
    </tr>
    <tr>
      <td width="50%">&nbsp;</td>
      <td width="50%">
        <div align="center"><font face="Times New Roman, Times, serif" size="3"><b>/s/
          DAN R. JACKSON</b></font></div>
        <hr noshade>
        <div align="center"><font face="Times New Roman, Times, serif" size="3">
          Dan R. Jackson, Executive Vice President and<br>Chief Financial Officer</font></div>
      </td>
    </tr>
  </table>
</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "kc8k2119.htm", "description": "CURRENT REPORT", "secsgml_size_bytes": 12707}]
{"company-data": {"conformed-name": "KINDERCARE LEARNING CENTERS INC /DE", "cik": "0000832812", "assigned-sic": "8351", "irs-number": "630941966", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17098", "film-number": "041130222"}, "business-address": {"street1": "650 NE HOLLADAY STREET", "street2": "SUITE 1400", "city": "PORTLAND", "state": "OR", "zip": "97232", "phone": "(503) 872-1300"}, "mail-address": {"street1": "650 NE HOLLADAY STREET", "street2": "SUITE 1400", "city": "PORTLAND", "state": "OR", "zip": "97232"}}
Form 8-K
UNITED
    STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
    8-K
CURRENT
    REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
        of Report (Date of earliest event reported):
November 5, 2004
KinderCare Learning Centers, Inc.
(Exact name of registrant
        as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
333-42137
(Commission
File Number)
63-0941966
(IRS Employer
Identification No.)
650
        NE Holladay Street, Suite 1400
Portland, OR 97232
(Address of principal
        executive offices, zip code)
Registrant's
          telephone number, including area code
:
(503) 872-1300
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneous
satisfy the filing obligation of the registrant under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01  Entry into a Material Definitive Agreement.
On November 5, 2004,
KinderCare Learning Centers, Inc. ("KinderCare") and KU Education LLC ("Parent")
announced that they had entered into an Agreement and Plan of Merger (the
"Agreement"), dated as of November 5, 2004, by and among Parent, KUE Merger Sub
Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), KinderCare, KLC
Associates, L.P., KKR Partners II, L.P., TCW Special Credits Fund V - The
Principal Fund and David J. Johnson. Subject to the terms and conditions of the
Agreement, Parent will acquire KinderCare. Parent will pay approximately $550.3
million in cash for all outstanding equity of KinderCare and will assume or
repay approximately $490 million of KinderCare's debt. The per share price is
determined by a formula which KinderCare estimates will result in a price of
approximately $25.94 per share of KinderCare stock, $24.74 of which would be
paid upon closing and $1.20 of which would be placed in escrow for one year to
satisfy indemnification obligations. As a result of the transactions
contemplated by the Agreement, KinderCare will become a wholly-owned subsidiary
of Parent.
Pursuant to the
Agreement, each outstanding share of KinderCare common stock will be transferred
for or converted (except for shares owned by a stockholder who properly demands
appraisal rights and shares of KinderCare common stock that are held by Parent,
Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in treasury or
by any wholly-owned subsidiary of KinderCare) into the right to receive an equal
per share portion of the approximately $550.3 million in cash that will be paid
in the aggregate to holders of KinderCare common stock and options. The
Agreement has been approved by the respective Boards of Directors of KinderCare
and Parent.
Also in connection with
the transactions contemplated by the Agreement, at the request of Parent, each
of Dan R. Jackson, Executive Vice President, Chief Financial Officer, Bruce A.
Walters, Senior Vice President, Chief Development Officer, S. Wray Hutchinson,
Senior Vice President of Operations, Edward L. Brewington, Senior Vice President
of Human Resources and Education, and Eva M. Kripalani, Senor Vice President,
General Counsel and Secretary, entered into an agreement not to solicit certain
employees of KinderCare or its subsidiaries for a period of six months after the
termination of such officer's employment.
The Agreement, the
press release announcing the transactions contemplated by the Agreement and the
letter agreements referred to above are attached as exhibits hereto and are
incorporated herein by reference. This summary is qualified in its entirety by
reference to the exhibits attached hereto.
Some of the statements
contained in this report are "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Generally, forward-looking
statements express expectations for or about the future, rather than historical
fact. Forward-looking statements are subject to inherent risks and uncertainties
that may cause actual results or events to differ materially from those
contemplated by such statements. Such risks and uncertainties include, among
others, the timing (including any possible delays) and receipt of regulatory
approvals (including any conditions, limitations or restrictions placed
thereon), as well as the risk that one or more governmental agencies may deny
approval of the transaction and other factors that may be referred to in the
KinderCare's reports filed with the Securities and Exchange Commission from time
to time.
Item 9.01. Financial
Statements and Exhibits.
(c)     Exhibits.
2.1
Agreement and Plan of Merger, dated as of
November 5, 2004, by and among KU Education LLC, KUE Merger Sub Inc., KinderCare
Learning Centers, Inc., KLC Associates, L.P., KKR Partners II, L.P., TCW Special
Credit Fund V - The Principal Fund and David J. Johnson.
10.1
Letter Agreement, dated as of November 5,
2004, by and between KinderCare and Dan R. Jackson.
10.2
Letter Agreement, dated as of November 5,
2004, by and between KinderCare and Bruce A. Walters.
10.3
Letter Agreement, dated as of November 5,
2004, by and between KinderCare and S. Wray Hutchinson.
10.4
Letter Agreement, dated as of November 5,
2004, by and between KinderCare and Edward L. Brewington.
10.5
Letter Agreement, dated as of November 5,
2004, by and between KinderCare and Eva M. Kripalani.
99.1
Press release, dated November 5, 2004.
SIGNATURE
Pursuant to the requirements
    of the Securities Exchange Act of 1934, the registrant has duly caused this
    report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 9, 2004
KinderCare
            Learning Centers, Inc.
/s/
          DAN R. JACKSON
Dan R. Jackson, Executive Vice President and
Chief Financial Officer