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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
LEARNING TREE INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
522015 10 6
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(CUSIP Number)
Theodore F. Guth, 10866 Wilshire Blvd., Suite 1250,
Los Angeles, California 90024
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(continued on following pages)
(Page 1 of 6 Pages)
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CUSIP No. SCHEDULE 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Theodore F. Guth 081 40 4703
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
Not Applicable
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
United States
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(7) Sole Voting Power
Number of 1,506,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 170,200
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,506,000
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(10) Shared Dispositive Power
170,200
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,676,200
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
Approximately 7.6%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
This statement relates to the common stock, $.0001 par value
(the "Common Stock") of Learning Tree International, Inc., a Delaware
corporation (the "Company"). The Company's principal executive offices are
located at 6053 West Century Boulevard, Los Angeles, California 90045.
Item 2. Identity and Background.
This statement is being filed by Theodore Guth, an attorney in
private practice with offices at 10866 Wilshire Boulevard, Suite 1250, Los
Angeles, California 90024. Mr. Guth's ownership of Common Stock of the Company
derives primarily from his role as Trustee under three trusts established by
Eric R. and Nancy Garen, the Nancy Garen 1998 Annuity Trust, the Eric R. Garen
1998 Annuity Trust and the Garen Dynasty Trust (collectively, the "Trusts").
During the past five years, Mr. Guth has not (1) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (2) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. Mr. Guth is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Guth acquired control over 1,500,000 shares of Common
Stock on September 24, 1998 as a result of his appointment as trustee of the
Nancy Garen 1998 Annuity Trust and the Eric R. Garen 1998 Annuity Trust and
deposit of shares into those trusts by the trustors. Mr. Guth acquired control
over an additional 170,200 shares (for a total of 1,670,200 shares, referred
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to below as the "Trust Shares") as a result of his appointment as trustee of
the Garen Dynasty Trust, and the deposit of shares into that trust by the
trustor. No consideration was paid by the Trusts or the Trustee for the Trust
Shares. Mr. Guth also holds, in his own name, and not as trustee, an option to
purchase from the Company 12,000 shares of Common Stock of the Company (the
"Option"). This option was issued under the Company's stock option plan for
employees and consultants in connection with Mr. Guth's provision of services to
the Company. The option vests annually as to 25% of the total shares subject to
it, and at present is exercisable as to 6,000 shares.
Item 4. Purpose of Transaction.
The contribution of the Trust Shares to the Trusts by Eric R.
and Nancy Garen was for charitable and tax planning purposes. The Trusts hold
the Trust Shares for investment purposes only, and do not contemplate any
efforts to change the Company's business or corporate structure.
Item 5. Interest in Securities of the Issuer.
A. The number of shares of Common Stock of the Company outstanding
as of August 10, 1998, according to the Company's Form 10-Q for the quarterly
period ending June 30, 1998 was 21,994,507. The number of Shares beneficially
owned (within the meaning of the rules under Section 13 of the Securities
Exchange Act of 1934) by Mr. Guth is as follows:
<TABLE>
<CAPTION>
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CAPACITY NUMBER OF SHARES
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<S> <C>
As trustee of the Nancy Garen 1998 Annuity Trust 750,000
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As trustee of the Eric R. Garen 1998 Annuity Trust 750,000
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As trustee of the Garen Dynasty Trust 170,200
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Vested portion of option to purchase 6,000
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Total 1,676,200
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</TABLE>
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Based upon the number of shares set forth in the Form 10-Q, the 1,676,200 shares
beneficially owned represent approximately 7.6% of the outstanding of the Common
Stock of the Company.
B. Mr. Guth has sole voting and dispositive powers with
respect to the 1,500,000 shares owned by the Nancy Garen 1998 Annuity Trust and
the Eric R. Garen 1998 Annuity Trust, and with respect to 3,000 of the 6,000
vested shares subject to the Option. Mr. Guth shares with a co-trustee voting
and dispositive powers as to the 170,200 shares owned by the Garen Dynasty
Trust.
C. During the past sixty (60) days, neither Mr. Guth
personally nor the Trusts have effected any transaction in the Common Stock of
the Company, other than the receipt by the Trusts of the contribution of the
Trust Shares from the trustors.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships between the Trust and any other person with respect to the Common
Stock held by the Trusts. With respect to the shares of Common Stock which may
be purchased by Mr. Guth pursuant to the Option, Mr. Guth has an understanding
with the law firm Irell & Manella, where he was previously a partner, that 3,000
of the shares subject to the Option are the property of that firm.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
October 5, 1998
/s/ THEODORE GUTH
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Theodore Guth
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