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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 1)(1)
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 E. 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)
December 30, 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(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.
(Continued on following pages)
(Page 1 of 2 Pages)
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(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).
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CUSIP No. 522015 10 6 SCHEDULE 13D Page 2 of 2 Pages
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(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Theodore E. 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 ITEM 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 1,331,308
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,331,308
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,331,308
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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)
6.05%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 E. 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 derives
primarily from his role as Trustee under three trusts established by Eric R.
Garen and Nancy Garen, the Nancy Garen 1998 Annuity Trust, the Eric R. Garen
1998 Annuity Trust and the Garen Dynasty Trust (collectively, the "Trusts," and
the common stock held by the Trusts, the "Trust Shares"). 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.
Pursuant to the existing terms of the relevant Trust, on December
30, 1998, Mr. Guth, as Trustee, irrevocably instructed (i) the Nancy Garen 1998
Annuity Trust to transfer 168,846 shares of Common Stock to Nancy Garen and
(ii) the Eric R. Garen 1998 Annuity Trust to transfer 168,846 shares of Common
Stock to Eric R. Garen (collectively, the "Transferred Shares").
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(the "Trust Shares"). No consideration was paid to the Trusts or the Trustee for
the Transferred 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
(the "Option"). The 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 Transferred Shares were transferred to Eric R. Garen and
Nancy Garen pursuant to the terms of the Eric R. Garen 1998 Annuity Trust and
the Nancy Garen 1998 Annuity Trust, respectively. 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 outstanding as of
December 14, 1998, according to the Company's Report on Form 10-K for the
twelve-month period ending September 30, 1998 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>
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CAPACITY NUMBER OF SHARES
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<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 Garen Dynasty Trust(1) 163,000
Vested portion of the Option(2) 6,000
Total 1,331,308
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</TABLE>
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(1) In the original filing of this Schedule 13D, Mr. Guth reported beneficial
ownership of 170,200 shares as Trustee of the Garen Dynasty Trust. The
computation of 170,200 shares reflected a clerical error which has been
corrected; the actual number of shares of Common Stock held by the Garen Dynasty
Trust is 163,000.
(2) Mr. Guth holds the Option as an individual, not as Trustee.
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Based upon the number of shares set forth in the Report on Form 10-K,
the 1,331,308 shares beneficially owned represent approximately 6.05% of the
outstanding of the Common Stock as of December 14, 1998.
B. Mr. Guth has sole voting and dispositive powers with respect
to the 581,154 shares owned by the Nancy Garen 1998 Annuity Trust, the 581,154
shares owned by the Eric R. Garen 1998 Annuity Trust, the 6,000 vested shares
subject to the Option and the 163,000 shares owned by the Garen Dynasty Trust.
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 transfer of the Transferred Shares by the Trusts at Mr. Guth's
irrevocable instruction to Eric R. Garen and Nancy Garen.
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 LLP, 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 the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
January 5, 1998
/s/ THEODORE E. GUTH
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Theodore E. Guth
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