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<TITLE>Form 8-K</TITLE>
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<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>
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  <td align=center><font face="Times New Roman, Times, serif" size="5"><b>Form
    8-K</b></font></td>
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<td>&nbsp;</td>
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  <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>
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        <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>
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<td>&nbsp;</td>
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      <td align=center><img src="kclogosm.gif" width="109" height="96"></td>
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<td>&nbsp;</td>
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      <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>
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      <td colspan=3>&nbsp;</td>
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      <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>
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<td>&nbsp;</td>
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      <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>
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<td>&nbsp;</td>
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        <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>
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<td>&nbsp;</td>
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      <td align=center height="48"><font face="Times New Roman, Times, serif" size="3"><b>Not applicable</b></font>
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        <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>
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<td>&nbsp;</td>
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<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>
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<td>&nbsp;</td>
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<td>[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</td>
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<td>&nbsp;</td>
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<td>[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</td>
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<td>&nbsp;</td>
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<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>
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<td>&nbsp;</td>
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<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>
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<td>&nbsp;</td>
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<td><hr noshade size="3"></td>
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<td>&nbsp;</td>
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<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>
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<td>&nbsp;</td>
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<td><font face="Times New Roman, Times, serif" size="3"> On November 5, 2004,
KinderCare Learning Centers, Inc. ("KinderCare") entered into a severance
agreement (the "Senior Executive Agreement") with David J. Johnson, Chief
Executive Officer and Chairman of the Board of Directors of KinderCare. The
Senior Executive Agreement provides for certain severance benefits to Mr.
Johnson, subject to the execution of a general release, in the event that Mr.
Johnson's employment is terminated for any reason following any Change of
Control Event (as defined in the Senior Executive Agreement), except if the
termination is by KinderCare for Cause (as defined in the Senior Executive
Agreement) or as a result of the death or Permanent Disability (as defined in
the Senior Executive Agreement) of Mr. Johnson. These benefits primarily consist
of (a) a payment to Mr. Johnson of an amount equal to two-and-a-half times the
sum of Mr. Johnson's base salary, targeted annual bonus for the year of
termination and twenty-five percent of Mr. Johnson's base salary as a benefits
allowance and (b) all accrued compensation of Mr. Johnson, including the pro
rated amount of Mr. Johnson's bonus for the year of termination. In addition,
Mr. Johnson will be entitled to an additional payment if the payment Mr. Johnson
is entitled to receive in connection with any Change of Control Event is subject
to a parachute excise tax. The amount of the additional payment will be the
amount necessary to place Mr. Johnson in the same after-tax financial position
that Mr. Johnson would have occupied if no excise tax were imposed. The Senior
Executive Agreement terminates on the earliest to occur of (i) twenty-four
months after a Change of Control Event, (ii) upon Mr. Johnson's termination of
employment if employment is terminated following a Change of Control Event for
Cause or as a result of the death or Permanent Disability of Mr. Johnson, or
(iii) April 1, 2006 if no Change of Control Event has occurred prior to March
31, 2006.</font></td>
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<td>&nbsp;</td>
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<td><font face="Times New Roman, Times, serif" size="3"> On November 5, 2004,
KinderCare also entered into severance agreements (the "Executive Agreements")
with certain vice presidents and senior directors of KinderCare (each an
"Executive"). Each Executive Agreement provides for certain severance benefits
to the Executive, subject to the execution of a general release, in the event
that the Executive's employment is terminated following any "change of control
event", except if the termination is by KinderCare for "cause", by the Executive
for other than "good reason" or as a result of the death or "permanent
disability" of the Executive. These benefits primarily consist of (a) a payment
to the Executive of an amount equal to two times, if the Executive is a vice
president, or one times, if the Executive is a senior director, the sum of the
Executive's base salary, targeted annual bonus for the year of termination and
twenty-five percent of the Executive's base salary as a benefits allowance and
(b) all accrued compensation of the Executive, including the pro rated amount of
the Executive's bonus for the year of termination. In addition, the Executive
will be entitled to an additional payment if the payment the Executive is
entitled to receive in connection with any "change of control event" is subject
to a parachute excise tax. The amount of the additional payment will be the
amount necessary to place the Executive in the same after-tax financial position
that the Executive would have occupied if no excise tax was imposed. Each
Executive Agreement terminates on the earliest to occur of (i) twenty-four
months, if the Executive is a vice president, or twelve months, if the Executive
is a senior director, after a "change of control event", (ii) upon the
Executive's termination of employment if the Executive's employment is
terminated following a "change of control event" for cause or as a result of the
death or "permanent disability" of the Executive, or (iii) April 1, 2006 if no
"change of control event" has occurred prior to March 31, 2006. The definitions
of "change of control event", "cause" and "permanent disability" are the same as
in the Senior Executive Agreement described above. The definition of "good
reason" includes a deemed demotion of the Executive, any reduction in the
Executive's base salary or targeted annual bonus, a reduction in the Executive's
fringe benefit coverage, or certain relocations of the Executive's principal
place of employment.</font></td>
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<td>&nbsp;</td>
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<td><font face="Times New Roman, Times, serif" size="3"> On November 5, 2004, the
Board of Directors of KinderCare adopted and approved the Headquarters Severance
Pay Plan (the "Plan"). Effective November 5, 2004, KinderCare employees covered
by KinderCare's corporate payroll on the effective date of a "change of control
event" who have not entered into separate severance agreements with KinderCare
will be eligible under the Plan for certain severance benefits, subject to the
execution of a general release, in the event that the employee's employment is
terminated within one year following any "change of control event" due to a
change in operations, closure or reduction in workforce at KinderCare's
corporate headquarters. Employees will not receive severance benefits if the
employee resigns, abandons his or her job, fails to return from an approved
leave of absence, is terminated for misconduct or otherwise terminated for
cause, including for failure to meet job performance expectations, or the
employee has his or her employment involuntarily terminated for reasons other
than a change in operations, closure or reduction in workforce at KinderCare's
corporate headquarters following a "change of control event". These benefits
primarily consist of a lump sum amount equal to twenty weeks salary plus one
week for each year of continuous service plus any accrued compensation to which
employees would ordinarily be entitled. In addition, employees eligible for
bonuses will receive any unpaid bonuses due under KinderCare's management bonus
plan and a pro rata bonus for the plan year in effect at the time of an
employee's termination. The definition of "change of control event" is the same
as in the Senior Executive Agreement.</font></td>
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<td>&nbsp;</td>
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<td><font face="Times New Roman, Times, serif" size="3"> The Senior Executive
Agreement is attached as an exhibit hereto and is incorporated herein by
reference. This summary is qualified in its entirety by reference to the exhibit
attached hereto.</font></td>
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<td>&nbsp;</td>
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<td><font face="Times New Roman, Times, serif" size="3"><b>Item 9.01. Financial
    Statements and Exhibits.</b></font></td>
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<td>&nbsp;</td>
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<td><font face="Times New Roman, Times, serif" size="3">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits.</font></td>
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<td>&nbsp;</td>
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<td><font face="Times New Roman, Times, serif" size="3">Exhibit 10.1 - Severance
Agreement, dated as of November 5, 2004, between KinderCare and David J.
Johnson.</font></td>
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<td>&nbsp;</td>
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<hr noshade size="3"></td>
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<td>&nbsp;</td>
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  <td align=center><font face="Times New Roman, Times, serif" size="3"><b>SIGNATURE</b></font></td>
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<td>&nbsp;</td>
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  <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>
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<td>&nbsp;</td>
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<td><font face="Times New Roman, Times, serif" size="3">Date: November 9, 2004</font></td>
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      <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>
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      <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>
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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") entered into a severance
agreement (the "Senior Executive Agreement") with David J. Johnson, Chief
Executive Officer and Chairman of the Board of Directors of KinderCare. The
Senior Executive Agreement provides for certain severance benefits to Mr.
Johnson, subject to the execution of a general release, in the event that Mr.
Johnson's employment is terminated for any reason following any Change of
Control Event (as defined in the Senior Executive Agreement), except if the
termination is by KinderCare for Cause (as defined in the Senior Executive
Agreement) or as a result of the death or Permanent Disability (as defined in
the Senior Executive Agreement) of Mr. Johnson. These benefits primarily consist
of (a) a payment to Mr. Johnson of an amount equal to two-and-a-half times the
sum of Mr. Johnson's base salary, targeted annual bonus for the year of
termination and twenty-five percent of Mr. Johnson's base salary as a benefits
allowance and (b) all accrued compensation of Mr. Johnson, including the pro
rated amount of Mr. Johnson's bonus for the year of termination. In addition,
Mr. Johnson will be entitled to an additional payment if the payment Mr. Johnson
is entitled to receive in connection with any Change of Control Event is subject
to a parachute excise tax. The amount of the additional payment will be the
amount necessary to place Mr. Johnson in the same after-tax financial position
that Mr. Johnson would have occupied if no excise tax were imposed. The Senior
Executive Agreement terminates on the earliest to occur of (i) twenty-four
months after a Change of Control Event, (ii) upon Mr. Johnson's termination of
employment if employment is terminated following a Change of Control Event for
Cause or as a result of the death or Permanent Disability of Mr. Johnson, or
(iii) April 1, 2006 if no Change of Control Event has occurred prior to March
31, 2006.
On November 5, 2004,
KinderCare also entered into severance agreements (the "Executive Agreements")
with certain vice presidents and senior directors of KinderCare (each an
"Executive"). Each Executive Agreement provides for certain severance benefits
to the Executive, subject to the execution of a general release, in the event
that the Executive's employment is terminated following any "change of control
event", except if the termination is by KinderCare for "cause", by the Executive
for other than "good reason" or as a result of the death or "permanent
disability" of the Executive. These benefits primarily consist of (a) a payment
to the Executive of an amount equal to two times, if the Executive is a vice
president, or one times, if the Executive is a senior director, the sum of the
Executive's base salary, targeted annual bonus for the year of termination and
twenty-five percent of the Executive's base salary as a benefits allowance and
(b) all accrued compensation of the Executive, including the pro rated amount of
the Executive's bonus for the year of termination. In addition, the Executive
will be entitled to an additional payment if the payment the Executive is
entitled to receive in connection with any "change of control event" is subject
to a parachute excise tax. The amount of the additional payment will be the
amount necessary to place the Executive in the same after-tax financial position
that the Executive would have occupied if no excise tax was imposed. Each
Executive Agreement terminates on the earliest to occur of (i) twenty-four
months, if the Executive is a vice president, or twelve months, if the Executive
is a senior director, after a "change of control event", (ii) upon the
Executive's termination of employment if the Executive's employment is
terminated following a "change of control event" for cause or as a result of the
death or "permanent disability" of the Executive, or (iii) April 1, 2006 if no
"change of control event" has occurred prior to March 31, 2006. The definitions
of "change of control event", "cause" and "permanent disability" are the same as
in the Senior Executive Agreement described above. The definition of "good
reason" includes a deemed demotion of the Executive, any reduction in the
Executive's base salary or targeted annual bonus, a reduction in the Executive's
fringe benefit coverage, or certain relocations of the Executive's principal
place of employment.
On November 5, 2004, the
Board of Directors of KinderCare adopted and approved the Headquarters Severance
Pay Plan (the "Plan"). Effective November 5, 2004, KinderCare employees covered
by KinderCare's corporate payroll on the effective date of a "change of control
event" who have not entered into separate severance agreements with KinderCare
will be eligible under the Plan for certain severance benefits, subject to the
execution of a general release, in the event that the employee's employment is
terminated within one year following any "change of control event" due to a
change in operations, closure or reduction in workforce at KinderCare's
corporate headquarters. Employees will not receive severance benefits if the
employee resigns, abandons his or her job, fails to return from an approved
leave of absence, is terminated for misconduct or otherwise terminated for
cause, including for failure to meet job performance expectations, or the
employee has his or her employment involuntarily terminated for reasons other
than a change in operations, closure or reduction in workforce at KinderCare's
corporate headquarters following a "change of control event". These benefits
primarily consist of a lump sum amount equal to twenty weeks salary plus one
week for each year of continuous service plus any accrued compensation to which
employees would ordinarily be entitled. In addition, employees eligible for
bonuses will receive any unpaid bonuses due under KinderCare's management bonus
plan and a pro rata bonus for the plan year in effect at the time of an
employee's termination. The definition of "change of control event" is the same
as in the Senior Executive Agreement.
The Senior Executive
Agreement is attached as an exhibit hereto and is incorporated herein by
reference. This summary is qualified in its entirety by reference to the exhibit
attached hereto.
Item 9.01. Financial
    Statements and Exhibits.
(c)     Exhibits.
Exhibit 10.1 - Severance
Agreement, dated as of November 5, 2004, between KinderCare and David J.
Johnson.
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