<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
and Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
LEARNING TREE INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing:
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
LEARNING TREE INTERNATIONAL, INC.
6053 WEST CENTURY BOULEVARD
LOS ANGELES, CALIFORNIA 90045
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MARCH 7, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Learning Tree International, Inc. (the "Company") will be held at
the Sheraton Hotel, 6101 West Century Boulevard, Los Angeles, California 90045
on Friday, March 7, 1997 at 10:00 a.m. Pacific Standard Time for the following
purposes as more fully described in the accompanying Proxy Statement:
1. To elect two Class I directors for a term of two years and two
Class II directors for a term of three years;
2. To approve an amendment to the Company's Certificate of
Incorporation to increase the authorized shares of Common Stock, $.0001 Par
Value, from 25,000,000 to 75,000,000; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on January 17, 1997
as the record date for determining the stockholders entitled to notice of and to
vote at the meeting or at any adjournment thereof. Only stockholders at the
close of business on the record date are entitled to vote at the Annual Meeting.
Accompanying this Notice are a Proxy and Proxy Statement. IF YOU WILL NOT
BE ABLE TO ATTEND THE ANNUAL MEETING TO VOTE IN PERSON, PLEASE COMPLETE, SIGN
AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE. The Proxy may be revoked at any time prior to its exercise at
the Annual Meeting.
By Order of the Board of Directors,
David C. Collins, Ph.D.
Chairman and Chief Executive Officer
February 7, 1997
<PAGE>
LEARNING TREE INTERNATIONAL, INC.
6053 WEST CENTURY BOULEVARD
LOS ANGELES, CALIFORNIA 90045
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the stockholders of Learning Tree
International, Inc., a Delaware corporation (the "Company"), in connection with
the solicitation of proxies by and on behalf of the Board of Directors of the
Company. The proxies solicited hereby are to be voted at the Annual Meeting of
the Stockholders of the Company to be held on March 7, 1997, and at any and all
adjournments thereof (the "Annual Meeting").
At the Annual Meeting, stockholders will be asked to consider and vote upon
the following proposals:
1. To elect two Class I directors for a term of two years and two Class
II directors for a term of three years.
2. To approve an amendment to the Company's Certificate of Incorporation
to increase the authorized shares of Common Stock, $.0001 Par Value ("Common
Stock"), from 25,000,000 to 75,000,000.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
A form of proxy is enclosed for your use. The shares represented by each
properly executed unrevoked proxy will be voted as directed by the stockholder
executing the proxy. If no direction is made, the shares represented by each
properly executed unrevoked proxy will be voted "FOR" (i) the election of
management's nominees for the Board of Directors; and (ii) the Amendment of the
Company's Certificate of Incorporation to increase the authorized shares of
Common Stock from 25,000,000 to 75,000,000. With respect to any other item of
business that may come before the Annual Meeting, the proxy holders will vote
the proxy in accordance with their best judgment.
Any proxy given may be revoked at any time prior to its exercise by filing
with Gary R. Wright, Secretary of the Company, an instrument revoking such proxy
or by the filing of a duly executed proxy bearing a later date. Any stockholder
present at the meeting who has given a proxy may withdraw it and vote his or her
shares in person if such stockholder so desires.
It is contemplated that the solicitation of proxies will be made primarily
by mail. Should it, however, appear desirable to do so in order to ensure
adequate representation of shares at the Annual Meeting, officers, agents and
employees of the Company may communicate with stockholders, banks, brokerage
houses and others by telephone, telegraph, or in person to request that proxies
be furnished. All expenses incurred in connection with this solicitation will
be borne by the Company. In following-up the original solicitation of proxies
by mail, the Company may make arrangements with brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy material to the
beneficial owners of the shares eligible to vote at the Annual Meeting and will
reimburse them for their expenses in so doing. The Company has no present plans
to hire special employees or paid solicitors to assist in obtaining proxies, but
reserves the option of doing so if it should appear that a quorum otherwise
might not be obtained. This Proxy Statement and the accompanying form of proxy
are first being mailed to stockholders on or about February 7, 1997.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
OUTSTANDING SHARES; RECORD DATE
Only holders of record of the Company's voting securities at the close of
business on January 17, 1997 (the "Record Date") are entitled to notice of and
to vote at the Annual Meeting and any adjournments thereof. As of the Record
Date, the Company had issued and outstanding 21,994,507 shares of the Company's
Common Stock, the holders of which are entitled to vote at the Annual Meeting.
(All share data contained herein have been adjusted to reflect a 50% stock
dividend paid on December 16, 1996.) Each share of Common Stock that was issued
and outstanding as of the Record Date is entitled to one vote at the Annual
Meeting.
The presence, in person or by proxy, of stockholders entitled to cast at
least a majority of the votes entitled to be cast by all stockholders will
constitute a quorum for the transaction of business at the Annual Meeting.
QUORUM; VOTE REQUIRED
Directors will be elected by a plurality of the votes cast. Only votes
cast for a nominee will be counted, except that each properly executed unrevoked
proxy will be voted for four management nominees for the Board of Directors in
the absence of instructions to the contrary. Abstentions, broker non-votes and
instructions on a proxy to withhold authority to vote for one or more of such
nominees will result in the respective nominees receiving fewer votes.
Abstentions may be specified as to all proposals to be brought before the
Annual Meeting, other than the election of directors. Approval of each of the
proposals to be brought before the Annual Meeting (not including the election of
directors and the Amendment to the Certificate of Incorporation) will require
the affirmative vote of at least a majority in voting interest of the
stockholders present in person or by proxy at the Annual Meeting and entitled to
vote thereon. Approval of the proposed amendment to the Company's Certificate
of Incorporation to increase the authorized shares of Common Stock will require
the affirmative vote of the holders of at least a majority of the outstanding
shares of the Common Stock. As to the proposals, if a stockholder abstains from
voting on a proposal it will have the effect of a negative vote on that
proposal, but if a broker indicates that it does not have authority to vote
certain shares, those votes will not be considered as shares present and
entitled to vote at the Annual Meeting with respect to that proposal and,
therefore, will have no effect on the outcome of the vote.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common Stock
of the Company as of January 17, 1997 by (i) each person or entity known by the
Company to own beneficially more than 5% of the outstanding Common Stock, (ii)
each of the Company's directors, (iii) each of the persons named in the Summary
Compensation Table and (iv) all directors and executive officers as a group.
Except as otherwise noted, the persons or entities named have sole voting and
investment power with respect to all shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
COMMON STOCK/(1)/
-------------------------------
NUMBER OF PERCENT
NAME AND ADDRESS OF OWNER SHARES/(2)/ OF CLASS
------------------------- ------------ --------
<S> <C> <C>
David C. Collins/(3)//(4)//(5)/.............................. 5,668,470 25.8%
Eric R. Garen/(3)/........................................... 5,314,650 24.2%
Putnam Investment Management................................. 1,767,765 8.0%
(One Post Office Square,
Boston, Massachusetts, 02109)
Max S. Shevitz/(2)/.......................................... 250,800 1.1%
Gary R. Wright/(2)/.......................................... 274,500 1.2%
Alan B. Salisbury............................................ 256,615 1.2%
W. Mathew Juechter........................................... 131,760 *
Michael W. Kane/(2)/......................................... 52,254 *
All directors and executive officers as a group(8)/(5)/...... 12,146,689 55.2%
</TABLE>
- ----------
* Less than 1%
(1) For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any shares that such person or group has the
right to acquire within 60 days after the date as of which information in
this table is provided; and for purposes of computing the percentage of
outstanding shares held by each person or group on that date, such shares
are deemed to be outstanding, but are not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person.
(2) With respect to the following individuals, a certain number of shares are
subject to repurchase agreements allowing the Company to repurchase the
shares at specified prices and conditions, including termination of
employment of the stockholder: Mr. Wright (109,800 shares), Mr. Kane
(41,175 shares), Mr. Shevitz (131,760 shares).
(3) Dr. Collins is the Chairman of the Board of Directors and Chief Executive
Officer of the Company and Mr. Garen is the President and a director of the
Company. The address of these individuals is Learning Tree International,
Inc., 6053 West Century Boulevard, Los Angeles, California 90045-0028.
(4) David C. Collins and Mary C. Adams, the Company's Vice President,
Administration, are married but disclaim beneficial ownership of each
other's shares.
(5) Includes 251,820 shares owned by the Collins Family Foundation. The
trustees of the Collins Family Foundation are David C. Collins and Mary C.
Adams, however, they disclaim beneficial ownership of these shares.
3
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Board of Directors has six members and is divided into three
classes, Class I, Class II and Class III. The current terms of the Class I and
Class II directors expire at the Annual Meeting to be held this year; and the
terms of the Class III directors will expire at the annual meeting of
stockholders to be held in 1998. Class I directors are to be elected at the
Annual Meeting for a two-year term expiring in 1999. Class II directors are to
be elected at the Annual Meeting for a three-year term expiring in 2000. At
each subsequent annual meeting of the stockholders, directors will be elected
for a full three-year term to succeed the directors whose terms are then to
expire.
INFORMATION CONCERNING NOMINEES AND OTHER DIRECTORS
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
CLASS I DIRECTORS--Nominees for Election
To Term Expiring in 1999.
W. Mathew Juechter........................... 63 Director
Alan B. Salisbury............................ 59 Director and President and General Manager,
Learning Tree International USA, Inc.
CLASS II DIRECTORS--Nominees for Election
To Term Expiring in 2000.
Michael W. Kane.............................. 45 Director
Max S. Shevitz............................... 41 Executive Vice President and Director
CLASS III DIRECTORS--Present Term Expires
in 1998.
David C. Collins............................. 56 Chairman of the Board of Directors and Chief
Executive Officer
Eric R. Garen................................ 49 President and Director
</TABLE>
Mr. Juechter has been a director of the Company since June 1987. Since
1991, he has been the Chief Executive Officer of ARC International Ltd., a
management consulting and training company. From 1986 to 1991, Mr. Juechter was
Managing Director of IRA, Inc. in St. Paul, Minnesota, a management consulting
company. Mr. Juechter was President and Chief Executive Officer of Wilson
Learning Corp., a multi-national training organization, from 1977 to 1986. Since
1989, Mr. Juechter has served as Chairman of the Council of Governors of the
American Society for Training and Development (ASTD). Mr. Juechter has a
Bachelor's of Science degree in Engineering from Boston University and a
Master's degree in Business Administration from Harvard University.
Dr. Salisbury has been President and General Manager of Learning Tree
International USA, Inc., the Company's operating subsidiary in the United
States, since April 1993. From 1991 until he joined the Company in 1993, Dr.
Salisbury was Chief Operating Officer of Microelectronics and Computer
Technology Corporation (MCC), an organization involved in the research and
development of IT products located in Austin, Texas; and from 1987 to 1991, he
was President of the Contel Technology Center, the research and development
group of an independent telephone company located in Chantilly, Virginia. Dr.
Salisbury is a director of Sybase, Inc., a database software developer and
Telepad Corporation, a computer
4
<PAGE>
manufacturer. The author of numerous books and articles related to information
technology and training, Dr. Salisbury served in the United States Army from
1958 to 1987, when he retired as Commanding General of the U.S. Army Information
Systems Engineering Command. He holds a Bachelor of Science degree (with
distinction) from the U.S. Military Academy, and Masters and Ph.D. degrees in
Electrical Engineering and Computer Science from Stanford University.
Dr. Kane has served as a director of the Company since February 1995. Since
1991, he has been President and Chief Executive Officer of M. Kane & Company,
Inc., an investment banking firm focusing primarily on technology companies.
From 1987 to 1988, he was an investment banker with L.F. Rothschild & Co., Inc.
and from 1988 to 1991 was an investment banker with Oppenheimer & Co., Inc. From
1984 to 1987, he practiced primarily corporate and securities law with the law
firm of Irell & Manella (corporate counsel to the Company), and prior to that he
was a Project Leader in the Systems Sciences Department of The Rand Corporation
and was an independent consultant to the satellite telecommunications industry.
Dr. Kane has a Bachelor of Arts degree in Political Science from the University
of Wisconsin--Madison and a Master's degree in International Relations, a Ph.D.
degree in Political Science and a J.D. degree from the University of California,
Los Angeles.
Mr. Shevitz has been Executive Vice President of the Company since July
1994, and was General Manager of Learning Tree International USA, Inc., a
subsidiary of the Company, from September 1988 to December 1993. From January to
July 1994, Mr. Shevitz was Executive Vice President at Sigma International,
Inc., a customer service training company. From 1986 to 1988, Mr. Shevitz was
the founder and President of MD Technology, Inc., a medical diagnostic equipment
company. Mr. Shevitz holds a Master's degree in Business Administration with
honors from the University of Virginia.
Dr. Collins, a co-founder of the Company, has been Chairman of the Board
and Chief Executive Officer since the Company's business began in 1974 (under
the name Integrated Computer Systems Publishing Co., Inc.). Dr. Collins has a
Bachelor of Science degree (with distinction) in Electrical Engineering from
Stanford University, and Masters and Ph.D. degrees in Electrical Engineering
from the University of Southern California.
Mr. Garen, a co-founder of the Company, has served first as Executive Vice
President and then as President of the Company since the Company's business
began in 1974. Mr. Garen holds a Bachelors degree in Electrical Engineering from
the California Institute of Technology and a Masters degree in Computer Science
from the University of Southern California, both with honors.
The shares of each properly executed unrevoked proxy will be voted FOR the
election of all of the above named nominees unless the stockholder executing
such proxy indicates that the proxy shall not be voted for all or any one of the
nominees. All of the nominees have indicated a willingness to serve as
directors, but if any of them should decline or be unable to act as a director,
the proxy holders will vote for the election of another person or persons as the
Board of Directors recommends.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held six meetings during the fiscal year ended
September 30, 1996. The Board of Directors has three standing committees: the
Audit Committee, the Compensation Committee and the Stock Option Committee.
Each incumbent director attended at least 75% of the aggregate of the
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<PAGE>
number of meetings of the Board and meetings of committees of the Board on which
he served during the 1996 fiscal year.
The Audit Committee comprises Dr. Collins, Dr. Kane and Mr. Juechter. The
principal functions of the Audit Committee are to review with the Company's
independent auditors and management the plan and results of the Company's
independent audit, to review the Company's systems of internal control and to
recommend the engagement or the discharging of the Company's independent
auditors. The Company's fiscal year ended September 30, 1996 was the first
fiscal year in which an independent audit was required. The Audit Committee did
not meet during the fiscal year but met in November 1996 when the results of the
fiscal year 1996 independent audit were known.
The Compensation Committee comprises Dr. Collins, Dr. Kane and Mr.
Juechter. The principal functions of the Compensation Committee are to (a)
review and make recommendations to the Company's Board of Directors with respect
to the direct and indirect compensation and employee benefits of the Chairman,
President and other elected officers of the Company, (b) review, administer and
make recommendations to the Company's Board of Directors with respect to any
incentive plans and bonus plans that include elected officers and (c) review the
Company's policies relating to the compensation of senior management and other
employees. In addition, the Committee reviews management's long-range planning
for executive development and succession, establishes and periodically reviews
policies on perquisites and performs certain other review functions relating to
management compensation and employee relations policies. The Compensation
Committee met once during the 1996 fiscal year.
The Stock Option Committee comprises Dr. Collins and Mr. Garen. The
functions of the Stock Option committee include addressing matters relating to
the Company's stock option plan and making grants and recommendations to the
Board of Directors as to grants of stock options. The Stock Option Committee
held one meeting during the 1996 fiscal year.
The Board of Directors does not have a nominating committee.
COMPENSATION OF DIRECTORS
No director who is an employee of the Company is compensated for service as
a member of the Board of Directors or for service on any committee of the Board
of Directors. Compensation for non-employee directors (other than committee
chairpersons) consists of a monthly retainer of $1,000. Compensation for non-
employee chairpersons of committees consists of an annual retainer of $3,000.
Compensation for all non-employee directors also consists of a $500 fee for each
Board meeting and a $250 fee for each Committee meeting attended. Directors are
reimbursed for travel and out-of-pocket expenses incurred on behalf of the
Company.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation for the Company's Chief Executive Officer and the four most highly
compensated executive officers of the Company with annual compensation in excess
of $100,000 during the fiscal years ended September 30, 1996, 1995 and 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION/(1)/
FISCAL ------------------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION/(2)/
- ---------------------------------------- ------ ---------- ----------- -----------------
<S> <C> <C> <C> <C>
David C. Collins 1996 $300,000 $173,554 $3,633
Chairman of the Board of Directors 1995 $300,000 $215,115 $4,560
and Chief Executive Officer 1994 $279,000 $ 80,000 $5,848
Eric R. Garen 1996 $300,000 $173,554 $3,983
President and Director 1995 $300,000 $215,115 $4,560
1994 $279,000 $ 80,000 $5,270
Max S. Shevitz 1996 $182,000 $101,982 $4,336
Executive Vice President and Director 1995 $100,000 $323,222 $4,518
1994/(3)/ $ 69,325 $ 15,000 $1,615
Gary R. Wright 1996 $160,000 $ 22,165 $2,250
Vice President--Finance and Chief 1995 $140,000 $ 42,138 $2,165
Financial Officer and Secretary
Alan B. Salisbury 1996 $180,816 $ 76,039 $4,291
President and General Manager, 1995 $174,695 $180,717 $4,749
Learning Tree International USA, Inc. 1994 $168,300 $ 11,000 $5,536
and Director
</TABLE>
____________
(1) Certain of the Company's executive officers receive personal benefits in
addition to salary and cash bonuses, including car allowances. The
aggregate amount of such personal benefits, however, does not exceed the
lesser of $50,000 or 10% of the total of the annual salary and bonus
reported for the named executive officers.
(2) These amounts represent contributions made by the Company to a defined
contribution plan.
(3) Represents partial year compensation.
7
<PAGE>
STOCK OPTION PLAN
In September 1995, the Company adopted the 1995 Stock Option Plan (the
"Stock Option Plan"), which provides for the issuance of incentive stock options
within the meaning of Section 422 of the Code and non-qualified stock options to
purchase an aggregate of up to 1,500,000 shares of the Common Stock of the
Company. The Stock Option Plan permits the grant of options to officers,
employees, directors and consultants of the Company.
The Stock Option Plan is administered by a committee of the Board of
Directors (the "Committee") composed of Mr. Garen and Dr. Collins, who are not
eligible to participate in the Plan. Each option will be evidenced by written
agreement in a form approved by the Committee. No options granted under the
Stock Option Plan will be transferable by the optionee other than by will or by
the laws of descent and distribution, and each option will be exercisable,
during the lifetime of the optionee, only by the optionee.
Under the Stock Option Plan, the exercise price of an incentive stock
option must be at least equal to 100% of the fair market value of the Common
Stock on the date of grant (110% of the fair market value in the case of options
granted to employees who hold more than ten percent of the voting power of
Company's capital stock on the date of grant). The exercise price of a non-
qualified stock option must be not less than 75% of the fair market value of the
Common Stock on the date of grant. For both incentive stock options and non-
qualified stock options, the exercise price must not be less than the par value
of a share of the Common Stock on the date of grant. The term of an incentive or
non-qualified stock option is not to exceed ten years (five years in the case of
an incentive stock option granted to a ten percent holder). The Committee has
the discretion to determine the vesting schedule and the period required for
full exercisability of stock options; however, in no event can the Committee
shorten such period to less than six months. Upon exercise of any option granted
under the Stock Option Plan, the exercise price may be paid in cash, and/or such
other form of payment as may be permitted under the applicable option agreement,
including, without limitation, previously owned shares of Common Stock.
At September 30, 1996, no stock options had been granted under the Stock
Option Plan.
OTHER EMPLOYEE BENEFIT PLANS
The Company has adopted the Learning Tree International, Inc. Profit-
Sharing and Deferred Savings Plan (the "401(k) Plan"), which is intended to
qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended
(the "Code"). Under Section 401(k) of the Code, contributions by employees or by
the Company to the 401(k) Plan, and income earned on plan contributions, are not
taxable to employees until withdrawn from the 401(k) Plan, and contributions by
the Company will be deductible by the Company when made.
All employees of the Company and its U.S. subsidiary who have attained 18
years of age and have met the plan's service requirements are eligible to
participate in the 401(k) Plan. Each eligible employee may contributed to the
401(k) Plan, through payroll deductions, up to 15% of his or her salary, subject
to statutory limitations. For fiscal 1996, for each $1.00 invested by an
employee, the Company contributed $0.25 up to one and one-half percent of such
employee's salary. In addition, the Company made qualified nonelective
contributions to the 401(k) Plan on an annual basis that were equivalent to one
and one half percent of the annual compensation of the participant. The 401(k)
Plan permits, but does not require,
8
<PAGE>
additional contributions to the 401(k) Plan by the Company.
In August 1996, the 401(k) Plan was amended. Effective October 1, 1996, the
Company will contribute $0.75 for each $1.00 invested by participating
employees. Such contributions by the Company cannot exceed four and one-half
percent of such employees' salaries. Furthermore, the qualified non-elective
contributions were eliminated as of that date.
EMPLOYMENT AGREEMENTS
Pursuant to an employment agreement dated as of October 1, 1995 (the
"Collins Agreement"), David C. Collins is employed as Chairman of the Board and
Chief Executive Officer of the Company. Pursuant to the Collins Agreement, Dr.
Collins received an annual base salary and additional incentive compensation
based upon the achievement of certain performance targets. In addition, Dr.
Collins is entitled to reimbursement of reasonable travel and business
entertainment expenses authorized by the Company, as well as certain fringe
benefits. In the event of the termination of Dr. Collins' employment with the
Company, Dr. Collins has agreed, for a period of one year after the termination,
not to offer any service or product in competition with the Company, whether
directly or indirectly, in any area served by the Company at the date of
termination. The Collins Agreement has a term of three years and is renewable,
at Dr. Collins' option, for additional three year periods.
Pursuant to an employment agreement dated as of October 1, 1995 (the "Garen
Agreement"), Eric R. Garen is employed as President of the Company. Pursuant to
the Garen Agreement, Mr. Garen received an annual base salary and additional
incentive compensation based upon the achievement of certain performance
targets. In addition, Mr. Garen is entitled to reimbursement of reasonable
travel and business entertainment expenses authorized by the Company, as well as
certain fringe benefits. In the event of the termination of Mr. Garen's
employment with the Company, Mr. Garen has agreed, for a period of one year
after the termination, not to offer any service or product in competition with
the Company, whether directly or indirectly, in any area served by the Company
at the date of termination. The Garen Agreement has a term of three years and is
renewable, at Mr. Garen's option, for additional three year periods.
Pursuant to an employment agreement dated as of July 18, 1994, as amended
(the "Shevitz Agreement"), Max S. Shevitz is employed as Executive Vice
President of the Company. Pursuant to the Shevitz Agreement, Mr. Shevitz
received an annual base salary, as well as incentive compensation. In addition,
Mr. Shevitz has agreed, for a period of two years following the termination of
the Shevitz Agreement, not to (i) solicit any of the Company's customers with
whom he did business or was acquainted during the term of the Shevitz Agreement
and (ii) disclose any information pertaining to the Company's customers or the
contents of any mailing list prepared or used by the Company during or prior to
the term of the Shevitz Agreement. The Shevitz Agreement is terminable by either
party at any time upon two weeks' prior written notice.
Pursuant to an employment agreement dated as of January 8, 1990, as amended
(the "Wright Agreement"), Gary R. Wright is employed as Vice President-Finance
and Chief Financial Officer of the Company. Pursuant to the Wright Agreement,
Mr. Wright received an annual base salary, as well as incentive compensation. In
addition, Mr. Wright has agreed, for a period of two years following the
termination of the Wright Agreement, not to (i) solicit any of the Company's
customers with whom he did business or was acquainted during the term of the
Wright Agreement and (ii) disclose any information
9
<PAGE>
pertaining to the Company's customers or the contents of any mailing list
prepared or used by the Company during or prior to the term of the Wright
Agreement. The Wright Agreement is terminable by either party at any time.
Pursuant to an employment agreement dated as of April 19, 1993 (the
"Salisbury Agreement"), Alan B. Salisbury is employed as President and General
Manager of Learning Tree International USA, Inc. (the "U.S. Subsidiary").
Pursuant to the Salisbury Agreement, Dr. Salisbury received an annual base
salary, as well as incentive compensation. Upon termination of employment with
the U.S. Subsidiary, Dr. Salisbury will receive one month's salary per year of
employment, with a minimum of at least three months salary, and the pro rata
portion of the incentive compensation described above. In addition, Dr.
Salisbury has agreed, for a period of two years following the termination of the
Salisbury Agreement, not to (i) solicit any of the U.S. Subsidiary's customers
with whom he did business or was acquainted during the term of the Salisbury
Agreement and (ii) disclose any information pertaining to the U.S. Subsidiary's
customers or the contents of any mailing list prepared or used by the U.S.
Subsidiary during or prior to the term of the Salisbury Agreement. The Salisbury
Agreement is terminable by either party at any time.
STOCKHOLDERS AGREEMENT
Dr. Collins and Mr. Garen have entered into a Stockholders Agreement dated
as of October 1, 1995 (the "Stockholders Agreement"). The Stockholders Agreement
provides that (i) the non-transferring stockholder shall have a right of first
refusal with respect to any transfer that is not made to certain affiliates or
pursuant to either an underwritten public offering or Rule 144 of the Securities
Act (a "Restricted Transfer"); and (ii) in addition to the foregoing
restriction, no Restricted Transfer to any person or group involving more than
five percent of the then outstanding Common Stock may be effected without the
prior consent of the non-transferring stockholder.
CERTAIN TRANSACTIONS
On January 6, 1995, the Company and M. Kane & Company, Inc. ("MKC") entered
into an agreement pursuant to which MKC agreed to provide financial advice and
assistance, including valuation-related analyses of the Company and advice to
the Company about strategic financial alternatives and to assist the Company in
structuring and conducting the Company's initial public offering. In
consideration for such services, MKC received a retainer of $10,000 per month
from January 1995 through June 1995, and was paid $15,000 per month from July
1995 until December 1995. MKC also received $776,250 or 1.875% of the gross
proceeds of the Company's initial public offering, less the monthly retainer
payments received by it. In addition, the Company reimbursed MKC for certain
out-of-pocket fees and expenses. This agreement terminated upon the settlement
date of the Company's initial public offering. Michael W. Kane, President of
MKC, also is a Director of the Company. The Company believes that the foregoing
transactions were on terms no less favorable to the Company than could be
obtained from unaffiliated parties.
On July 12, 1996, the Company, Dr. Collins and Mr. Garen (the "Selling
Stockholders") and MKC entered into an agreement pursuant to which MKC agreed to
provide financial advisory services and assist the Company and Selling
Stockholders in structuring and conducting a secondary public offering. In
consideration of such services, MKC was compensated by a retainer of $15,000 per
month from July 1996 through September 1996, the month in which the closing of
the secondary public offering occurred. MKC
10
<PAGE>
also received $1,223,790 or 1.805% of the gross proceeds of this offering
(determined without regard to the proceeds attributable to the exercise of the
underwriters' over-allotment option), less the retainer fees paid to it. In
addition, the Company and Selling Stockholders paid MKC $5,000 as an allowance
for expenses. Of the total $1,228,790 fees and expenses paid to MKC, $217,370
was paid by the Company and $1,011,420 was paid by the Selling Stockholders.
Prior to the 1996 fiscal year, the Company had, from time to time, sold
shares of its Common Stock to its employees, including certain of its executive
officers and directors. Prior to the Company's initial public offering
completed December 6, 1995, the price per share purchased by these executive
officers and directors was based on a formula valuation. The Company did not
sell any shares of its Common Stock to its executive officers or directors
during the fiscal year ending September 30, 1996. The shares issued in fiscal
1995 and certain of the shares issued in fiscal 1994 are subject to repurchase
options, in the event of termination of employment, at the sole discretion of
the Company. Such repurchase options expire over a four-year period at a rate of
25% per year. (See "Security Ownership of Certain Beneficial Owners and
Management".) Certain officers and directors have executed promissory notes in
favor of the Company with interest at an annual rate of 7% in partial payment
for the shares of Common Stock purchased prior to fiscal year 1996. The maximum
outstanding amounts of such promissory notes, with a balance in excess of
$60,000 during fiscal 1996, and the amounts outstanding at January 17, 1997,
were as follows:
<TABLE>
<CAPTION>
FISCAL JANUARY 17,
1996 1997
-------- -----------
<S> <C> <C>
Max S. Shevitz......................... $153,115 $ --
Gary R. Wright......................... $129,061 $89,269
Alan B. Salisbury...................... $ 82,866 $ --
</TABLE>
In March 1996, the Company repurchased 39,590 shares of Common Stock from
its employees and directors in exchange for the cancellation of notes receivable
from such stockholders in the amount of $446,000. In addition, during March
1996, notes receivable from stockholders in the amount of $19,000 were offset
against the equivalent amount of notes payable to such stockholders. The number
of shares repurchased in this transaction from directors and officers of the
Company for amounts in excess of $60,000 and the note amounts offset were as
follows:
<TABLE>
<CAPTION>
NOTE NOTE
SHARES AGGREGATE PAYABLE RECEIVABLE
REPURCHASED CONSIDERATION OFFSET OFFSET
----------- ------------- ------- ----------
<S> <C> <C> <C> <C>
Max S. Shevitz............... 12,720 $143,312 $1,640 $144,952
Alan B. Salisbury............ 6,905 $ 77,791 -- $ 77,791
</TABLE>
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Dr. Collins, who serves as Chairman of the Board and Chief Executive
Officer of the Company, is a member of the Compensation Committee.
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
which is composed of the Company's Chairman and Chief Executive Officer and two
independent outside directors, is responsible for overseeing and, as
appropriate, making recommendations to the Board regarding, the annual salaries
and other compensation of the officers of the Company, providing assistance and
recommendations with respect to the compensation policies and practices of the
Company and assisting with the administration of the Company's compensation
plans. Stock option grants are made by the Stock Option Committee, but are
considered by the Compensation Committee in its compensation review.
Compensation Policy for Executive Officers
- ------------------------------------------
In order to attract and retain well-qualified executives, which the
Compensation Committee believes is crucial to the Company's success, the
Compensation Committee's general approach to compensating executives is to pay
cash salaries which are commensurate with the executives' experience and
expertise and, where relevant, are comparable with the salaries paid to
executives in competitive businesses. Consequently, except as described below
as to Dr. Collins (and except in the case of Eric Garen, the Company's
President, whose salary is determined under an employment contract identical to
Dr. Collins' contract), base salaries for the Company's executives have been
determined as part of the total compensation package by reference to such
factors as salary history, competitive factors in the market, and relative
merit. The Company has not employed any formal process for evaluating its base
salaries, believing that the benefits would not be justified by the costs.
Fiscal 1996 Salary and Incentive Compensation of Chief Executive Officer and
- ----------------------------------------------------------------------------
Other Officers
- --------------
In fiscal 1996, Dr. David Collins, the Company's Chief Executive Officer
and Chairman of the Board of the Directors, received compensation under the
terms of an Employment Agreement between the Company and Dr. Collins dated as of
October 1, 1995 (the "Collins Agreement"). Under the Collins Agreement, Dr.
Collins received a base salary of $300,000 in fiscal 1996. The Collins
Agreement also entitles Dr. Collins to participate in an incentive plan each
year, whereby he may receive an "on-target" incentive payment of at least
$155,000 if certain specified performance criteria are met. As contemplated by
the Collins Agreement, this "on-target" incentive payment was set in fiscal 1996
at $175,710. The Compensation Committee neither recommended nor evaluated the
propriety of the base salary or the "on-target" incentive payment since these
amounts were each established prior to or at the time of the Company's initial
public offering.
The basic format for the incentive compensation of Dr. Collins and other
line executives has been in place for several years. The plan creates two
categories of compensation. The first incentive category (the "Regular
Incentive") pays a specified portion of the participant's salary based on the
results for the
12
<PAGE>
year in three areas: (1) the "gross profit component" (weighted 40%), which
provides a portion of the Regular Incentive based on the Company achieving a
specified budgeted gross profitability (as defined by the plan), (2) the
"operating income component" (weighted 40%), which provides a portion of the
Regular Incentive based on the Company achieving a specified operating income
(as defined by the plan) and (3) the "quality component" (weighted 20%), which
provides a portion of the Regular Incentive based upon the average rating of the
Company's courses based upon reviews completed by course attendees (the target
rating being based upon a desired improvement over the prior year's average
rating). An executive can earn in excess of the targeted amount for any of these
components if the applicable performance factor exceeds the budgeted or targeted
level.
The second category of incentive compensation consists of a specified
percentage of the Company's world-wide operating income (as defined by the
plan). For Dr. Collins, the percentage was reduced from 1% in fiscal 1995 to
0.675% in fiscal 1996 based upon the Company's budgeted income and the
aforementioned target level of Dr. Collins' aggregate incentive compensation.
For officers not responsible for the entire Company, the criteria used are
those relating to the units for which they are responsible. Non-line officers
generally do not have any portion of their bonus determined by a "quality
component." At or around the beginning of each fiscal year, the budget for each
area, and the targeted range of salary to be paid, are set for each individual.
In addition, adjustments may be made in the case of any individual as deemed
appropriate.
Although this plan was developed prior to the formation of the Committee,
the Committee has reviewed and believes that it adequately focuses the officers
of the Company, including Dr. Collins, on the Company's profitability. The
targets and other variables for fiscal 1996 were set without the involvement of
the Committee, as the Company's public offering did not occur until after the
beginning of that fiscal year. In future years, the Committee intends to review
the recommended targets and other variable information.
Based on these formulas, Dr. Collins received incentive compensation equal
to $173,554 in fiscal 1996.
Equity Incentives
- -----------------
The Compensation Committee also believes that equity ownership by key
executives provides a valuable incentive for such executives and helps align
executives' and stockholders' interests. To facilitate these objectives, the
Company previously adopted the 1995 Stock Option Plan (the "Option Plan"),
pursuant to which the Company may grant stock options to executives (as well as
other employees, directors and consultants) to purchase an aggregate of up to
2,250,000 shares of Common Stock. In October 1996, Mr. Shevitz, Mr. Wright and
Dr. Salisbury each received grants of options to purchase 9,000 shares,
respectively, each at an exercise price of approximately $24.67 per share.
These grants, which were the initial grants to the executives under the Option
Plan, vest at the rate of 25% per year over the next four years. The Option
Plan is administered by the stock Option Committee consisting of Messrs. Collins
and Garen.
Messrs. Collins and Garen are not eligible to receive grants under the
Option Plan since additional equity holdings would not have a measurable effect
on the incentives provided to these officers in light of
13
<PAGE>
their significant current holdings of Common Stock (25.8% and 24.2%,
respectively, of the total shares outstanding as of December 31, 1996). For the
same reasons, the Compensation Committee did not consider alternatives for
equity based compensation.
Deductibility of Executive Compensation
- ---------------------------------------
Section 162(m) of the Internal Revenue Code, as amended, could under
certain circumstances result in limits on the Company's ability to deduct
compensation of $1,000,000 paid to certain executive officers. Exceptions to
this deductibility limit may be made for various forms of performance-based
compensation. Based on the 1996 compensation levels, no such limits on the
deductibility of compensation applied for any officer of the Company. While the
Company has not adopted a policy specifically prohibiting compensation at a
level that would limit deductions, the Compensation Committee does not currently
anticipate any restrictions on the future deductibility of compensation for the
Company's officers. However, the Committee will not necessarily limit executive
compensation to that deductible under Section 162(m) of the Code.
January 21, 1997 COMPENSATION COMMITTEE
Michael W. Kane
W. Mathew Juechter
David C. Collins
14
<PAGE>
COMPANY STOCK PERFORMANCE
The stock price performance graph below is required by the SEC and shall
not be deemed to be incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act, or under the Exchange Act, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed soliciting material or filed under such acts.
The graph below compares the cumulative total stockholder return on the
Common Stock of the Company from the date of the Company's initial public
offering (December 6, 1995) to September 30, 1996 with the cumulative total
return on the Nasdaq Stock Market Composite Index and an appropriate "peer
group" index (assuming the investment of $100 in the Company's Common Stock and
in each of the indexes on the date if the Company's initial public offering, and
reinvestment of all dividends).
[STOCK PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
12/06/95 9/30/96
-------- -------
<S> <C> <C>
Learning Tree International, Inc. Common Stock $100 $308
Peer Group Index/(1)/ $100 $191
Nasdaq Stock Exchange Composite Index $100 $116
</TABLE>
____________
(1) Peer Group Index includes: Apollo Group, Inc.; CBT Group PLC; Computer
Learning Centers, Inc.; DeVry Inc.; ITT Educational Services, Inc.;
National Education Corp.; and Wave Technologies International, Inc.
15
<PAGE>
PROPOSAL 2: AMENDMENT TO CERTIFICATE OF INCORPORATION
TO AUTHORIZE ADDITIONAL COMMON STOCK
The Company's Certificate of Incorporation (the "Certificate") presently
authorizes up to 25,000,000 shares of Common Stock, .0001 par value, and
10,000,000 shares of Preferred Stock, $.0001 par value. At the Record Date,
there were 21,994,507 shares of Common Stock issued and outstanding and
2,250,000 shares of Common Stock reserved for future issuance upon the exercise
of outstanding stock options. At the Record Date, there were no shares of
Preferred Stock issued or outstanding. After giving effect to the shares
already reserved for issuance, 755,493 shares of Common Stock and 10,000,000
shares of Preferred Stock are available for future issuance.
The Board of Directors has adopted a resolution proposing that the
Certificate be amended to increase the number of shares of Common Stock which
the Company is authorized to issue from 25,000,000 to 75,000,000. If approved
by stockholders, such additional authorized shares would be available for
issuance at the discretion of the Board of Directors, without further
stockholder approval (subject to applicable NASDAQ requirements and Delaware
law), to take advantage of future opportunities for equity financing, in
connection with acquisitions, in connection with split-ups of the Common Stock
and for other corporate purposes, without the delay and expense incident to the
holding of a special meeting of stockholders to consider any specific issuance.
The Board of Directors does not intend to issue any Common Stock or
securities convertible into Common Stock except on terms that the Board deems to
be in the best interests of the Company and its stockholders. Any future
issuance of Common Stock or securities convertible into Common Stock will be
subject to the rights of holders of outstanding shares of any Preferred Stock
which the Company may issue in the future. The Company's management has no
arrangements, agreements, understandings or plans at the present time for the
issuance or use of the additional shares of Common Stock to be authorized by the
proposed amendment to the Certificate.
The authorized but unissued shares of Common Stock could be used by
incumbent management or the Board of Directors to make more difficult a change
in control of the Company. Under certain circumstances such shares could be
used to create voting impediments or to frustrate persons seeking to effect a
takeover or otherwise gain control of the Company. For example, such shares
could be privately placed with purchasers who might side with the Board in
opposing a hostile takeover bid. However, this proposal to amend the
Certificate is not in response to any effort of which the Company is aware to
accumulate the Company's stock or obtain control of the Company.
In addition, the increase in authorized Common Stock might be considered as
having the effect of discouraging an attempt by another person or entity,
through the acquisition of a substantial number of shares of the Common Stock,
to acquire control of the Company with a view to imposing a merger, sale of all
or any part of the Company's assets or a similar transaction that may not be in
the best interest of all of the stockholders, since the issuance of new shares
could be used to dilute the stock ownership of a person or entity seeking to
obtain control of the Company. For information with respect to the ownership of
shares of the Company's voting stock by directors and executive officers, see
"Security Ownership of Certain Beneficial Owners and Management."
16
<PAGE>
The text of the proposed amendment increasing the authorized Common Stock
is set forth below.
"Resolved that Article Four of the Company's Certificate of Incorporation
be amended to read in its entirety as follows:
FOUR: The total number of shares of all classes of stock which the
-----
corporation shall have authority to issue is Eighty Five Million
(85,000,000), consisting of:
A. Seventy Five Million (75,000,000) shares of Common Stock par value
$.0001 each.
B. Ten Million (10,000,000) shares of Preferred Stock of the par
value of $.0001 each (hereinafter referred to as "Preferred Stock").
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is authorized to fix the number of shares
of any series of Preferred Stock and to determine the designation of any
such series. The Board of Directors is also authorized to determine or
alter the powers, preferences, rights, qualifications, limitations and
restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the
number of shares constituting any series, to increase or decrease (but not
below the number of shares of any such series subsequent to the issue of
shares of that series."
Under the provisions of Delaware law, the affirmative vote of the holders
of a majority of the outstanding shares of the Company's Common Stock is
required to adopt the proposed amendment. The Board of Directors recommends a
vote FOR the proposal to increase the authorized Common Stock.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, as well as persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of beneficial ownership and reports of
changes in beneficial ownership of the Company's Common Stock. Directors,
executive officers and greater-than-ten-percent stockholders are required by the
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of copies of reports filed with the SEC and
submitted to the Company and on written representations by certain directors and
executive officers of the Company, the Company believes that all of the
Company's directors and executive officers filed all required reports on a
timely basis during the past fiscal year.
17
<PAGE>
INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended September 30,
1996 were Arthur Andersen, L.L.P. The Board of Directors of the Company has not
yet considered the selection of an auditor for the current fiscal year. It is
anticipated that the Board will consider the selection and make a decision by
June 30, 1997. A representative of Arthur Andersen will be available at the
Annual Meeting to respond to appropriate questions or make any other statements
such representative deems appropriate.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Pursuant to the Rule 14a-8 of the Securities and Exchange Commission,
proposals by eligible stockholders which are intended to be presented at the
Company's Annual Meeting of Stockholders in 1998 must be received by the Company
by November 7, 1997 in order to be considered for inclusion in the Company's
proxy materials.
OTHER MATTERS
The Board of Directors is not aware of any matter to be acted upon at the
Annual Meeting other than described in this Proxy Statement. Unless otherwise
directed, all shares represented by the persons named in the accompanying proxy
will be voted in favor of the proposals described in this Proxy Statement. If
any other matter properly comes before the meeting, however, the proxy holders
will vote thereon in accordance with their best judgments.
EXPENSES
The entire cost of soliciting proxies will be borne by the Company.
Solicitation may be made by mail. The Company will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward soliciting
material to the beneficial owners of the Company's Common Stock held of record
by them and will reimburse such persons for their reasonable charges and
expenses in connection therewith.
18
<PAGE>
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report for the year ended September 30, 1996 is being
mailed to Shareholders along with this Proxy Statement. Item 7 - "Management's
Discussion and Analysis of Financial Condition"; Item 8 - "Financial Statements
and Supplementary Data"; and Item 9 - "Changes In and Disagreements With
Accountants on Accounting and Financial Disclosures of the Annual Report" are
incorporated by reference herein. The Annual Report is not to be considered
part of the soliciting material except as incorporated by reference herein.
By Order of the Board of Directors
David C. Collins, Ph.D.
Chairman of the Board and
Chief Executive Officer
February 7, 1997
19
<PAGE>
LEARNING TREE INTERNATIONAL, INC.
6053 WEST CENTURY BOULEVARD
LOS ANGELES, CALIFORNIA 90045
LEARNING TREE INTERNATIONAL, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 7, 1997
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders of Learning Tree International, Inc. ("Learning Tree") dated
February 7, 1997 and the accompanying Proxy Statement relating to the above-
referenced Annual Meeting, and hereby appoints David C. Collins or Eric Garen,
with full power of substitution in each, as attorneys and proxies of the
undersigned.
Said proxies are hereby given authority to vote all shares of Common Stock,
$.0001 par value, of Learning Tree which the undersigned may be entitled to vote
at the Annual Meeting of Stockholders of Learning Tree, to be held at 10:00
a.m., local time, on Friday, March 7, 1997, at the Sheraton Hotel, 6101 West
Century boulevard, Los Angeles, California 90045, and at any and all
adjournments or postponements thereof (the "Annual Meeting") on behalf of the
undersigned on the matters set forth on the reverse side hereof and in the
manner designated thereon.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF LEARNING TREE, AND
WHEN PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS IN THIS PROXY. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL PROPOSALS AND FOR THE ELECTION OF ALL NOMINEES NAMED
AS DIRECTORS OF LEARNING TREE ON THE REVERSE SIDE HEREOF.
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY
IN THE ENCLOSED ENVELOPE
(See reverse side)
<PAGE>
[X] Please mark
______ your votes
COMMON as this
1. Election of Two (2) Class I Directors:
NOMINEES: W. Mathew Juechter and Alan B. Salisbury
Election of Two (2) Class II Directors:
NOMINEES: Michael W. Kane and Max S. Shevitz
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED:
____________________________________
2. Proposal to amend Learning Tree's FOR AGAINST ABSTAIN
Certificate of Incorporation to [_] [_] [_]
increase the authorized shares of
Common Stock from 25,000,000 to
75,000,000.
In their discretion, the proxies Note: Please date and sign exactly
are authorized to vote "FOR" each as your name(s) appear on this proxy
of the proposals listed and "FOR" card. If shares are registered in
the election of such substitute more than one name, all such
nominee(s) for directors as the persons should sign. A corporation
Board of Directors of the Company should sign in its full corporate
shall select and upon such other name by a duly authorized officer,
matters as may come before the stating his title. When signing as
Annual Meeting. attorney, executor, administrator,
trustee or guardian, please sign in
Dated: ______________, 1997 your official capacity and give
your full title as such. If a
___________________________ partnership, please sign in the
(Signature) partnership name by an authorized
person.
___________________________
(Title)
___________________________
(Signature if held jointly)
