<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 2)(1)
LEARNING TREE INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
522015 10 6
- --------------------------------------------------------------------------------
(CUSIP Number)
Theodore E. Guth, 10866 Wilshire Blvd., Suite 1250
Los Angeles, California 90024
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 4, 1999
- --------------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
- --------------
(1) 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 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 5 Pages)
<PAGE> 2
CUSIP No. 522015 10 6 SCHEDULE 13D Page 2 of 5 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Theodore E. Guth 081 40 4703
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not Applicable
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 1,669,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,669,000
--------------------------------------------------------
(10) Shared Dispositive Power
0
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,669,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.59%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This statement amends a Schedule 13D filed October 5, 1998
(the "Original Filing"), as previously amended by Amendment No. 1 filed January
7, 1999 ("Amendment No. 1"), regarding the common stock, $.0001 par value (the
"Common Stock") of Learning Tree International, Inc., a Delaware corporation
(the "Company"). Reference should be made to the Original Filing and Amendment
No. 1 (together, the "Prior Filings") for additional information. Terms with
initial capital letters not defined in this Amendment No. 2 are used with the
meanings assigned to them in the Prior Filings.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Guth acquired control over 168,846 shares as a result of
his appointment as trustee of the Nancy Garen 1999 Annuity Trust, and the
deposit of shares into that trust by the trustor, Nancy J. Garen. Mr. Guth
acquired control over an additional 168,846 shares as a result of his
appointment as trustee of the Eric R. Garen Annuity Trust dated February 1,
1999, and the deposit of shares into that trust by the trustor, Eric R. Garen.
No consideration was paid by such trusts (hereafter, the "1999 Trusts," and
together with the Trusts as defined in the Prior Filings, hereafter the
"Trusts") or the Trustee for such shares.
ITEM 4. PURPOSE OF TRANSACTION.
The contribution of the 337,692 shares referred to under Item
3 to the 1999 Trusts was for charitable and tax planning purposes. The 1999
Trusts hold such shares for investment purposes only, and do not contemplate any
efforts to change the Company's business or corporate structure.
Page 3 of 5
<PAGE> 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
A. The number of shares of Common Stock outstanding as
of January 15, 1999, according to the Company's Proxy Statement filed January
29, 1999, was 21,994,507. The number of shares of Common Stock 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>
CAPACITY NUMBER OF SHARES
- -------- ----------------
<S> <C>
As Trustee of the Nancy Garen 1998 Annuity Trust 581,154
As Trustee of the Eric R. Garen 1998 Annuity Trust 581,154
As Trustee of the Nancy Garen 1999 Annuity Trust 168,846
As Trustee of the Eric R. Garen 1999 Annuity Trust 168,846
As Trustee of the Garen Dynasty Trust 163,000
Vested portion of the Option(1) 6,000
Total 1,669,000
</TABLE>
Based upon the number of shares set forth in the Proxy Statement, the
1,669,000 shares beneficially owned represent approximately 7.59% of the
outstanding of the Common Stock as of January 15, 1999.
B. Mr. Guth has sole voting and dispositive powers with
respect all the shares of Common Stock of the Company held by him.
C. During the past sixty (60) days, neither Mr. Guth
personally nor the Trusts has effected any transaction in the Common Stock of
the Company, other than the transfers described in this Amendment No. 2 and in
the Prior Filings.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships between the 1999 Trusts and any other person with respect to the
Common Stock held by the 1999 Trusts.
- --------
(1) Mr. Guth holds the Option as an individual, not as Trustee.
Page 4 of 5
<PAGE> 5
SIGNATURE
After reasonable inquiry and the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 11, 1999
/s/ THEODORE E. GUTH
-------------------------------
Theodore E. Guth
Page 5 of 5
