<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
-------------------------------------------------------------------------
(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
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] 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:
-------------------------------------------------------------------------
(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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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<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 3, 2000
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 Gateway Hotel, 6101 West Century Boulevard, Los Angeles, California
90045 on Friday, March 3, 2000 at 10:00 a.m. local time for the following
purposes as more fully described in the accompanying Proxy Statement:
1. To elect three Class II directors for a term of three years.
2. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on January 20, 2000
as the record date for determining the stockholders entitled to notice of and to
vote at the Annual 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, you may vote your shares
by completing and returning the accompanying proxy card or by voting
electronically via the Internet or by telephone. To vote by mail, please
complete, sign and date the accompanying proxy and return it promptly in the
enclosed postage paid envelope. Proxy may be revoked at any time prior to its
exercise at the Annual Meeting.
By Order of the Board of Directors,
/s/ DAVID C. COLLINS
David C. Collins, Ph.D.
Chairman of the Board and Chief Executive Officer
January 27, 2000
<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 at the Sheraton Gateway Hotel, 6101
West Century Boulevard, Los Angeles, California 90045 on March 3, 2000 at 10:00
a.m. Pacific Standard Time 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 three Class II directors for a term of three years.
2. 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" the election of
management's nominees for the Board of Directors. 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 the 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, in person or otherwise 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 January 27, 2000.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Outstanding Shares; Record Date
Only holders of record of the Company's voting securities at the close of
business on January 20, 2000, (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, 21,645,232 shares of the Company's
Common Stock, the holders of which are entitled to vote at the Annual Meeting.
Each share of Common Stock that was issued and outstanding as of the Record Date
is entitled to one vote at the Annual Meeting.
<PAGE>
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.
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 20, 2000 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 of
Name and Address of Owner Shares Class
------------------------- ---------- ----------
<S> <C> <C>
David C. Collins/(1)(2)(3)(4)/....................................... 5,801,360 26.8%
Eric R. Garen/(2)(5)/................................................ 5,245,030 24.2%
Baron Capital Group, Inc./(6)/
767 Fifth Avenue, 24/th/ Floor
New York, NY 10153................................................ 1,166,200 5.4%
Massachusetts Financial Services/(8)/
500 Boylston Street
Boston, MA 02116.................................................. 2,809,271 13.0%
Gary R. Wright/(1)/.................................................. 281,250 1.3%
Mary C. Adams/(1)(3)(4)/............................................. 5,801,360 26.8%
James E. Furlan/(1)/................................................. 33,333 *
Alan B. Salisbury/(1)/............................................... 113,365 *
W. Matthew Juechter.................................................. 69,760 *
Michael W. Kane...................................................... 34,836 *
Theodore E. Guth/(1)(7)/............................................. 1,672,000 7.7%
All directors and executive officers as a group (9)/(9)/............. 11,587,934 53.3%
</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. 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. The
number of shares in this table includes 6,750 shares each for Mr. Wright
and Dr. Salisbury, 18,750 shares for Ms. Adams, 33,333 shares for Mr.
Furlan and 9,000 shares for Mr. Guth, which may be issued upon the exercise
of vested options that they hold.
(2) 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.
(3) Dr. Collins' shares include 216,390 shares and options owned by Ms. Adams.
Ms. Adams shares include 3,156,650 shares owned by Dr. Collins. David C.
Collins and Mary C. Adams are married but disclaim beneficial ownership of
each other's shares.
(4) Includes 223,320 shares owned by the Collins Family Foundation. The
directors of the Collins Family Foundation are David C. Collins and Mary C.
Adams; however, they disclaim beneficial ownership of these shares. Also
includes 5,000 shares owned by the Collins Charitable Remainder Unitrust,
of which David C. Collins and Mary C. Adams are trustees, and 2,200,000
shares owned by DCMA Holdings LP. David C.
2
<PAGE>
Collins and Mary C. Adams are the general partners of DCMA Holdings LP.
(5) Includes 120,380 shares owned by the Garen Family Foundation. Mr. Garen is
a trustee of the Garen Family Foundation; however, he disclaims beneficial
ownership of these shares. Also includes 1,663,000 shares held by certain
trusts (345,124 shares held by the Nancy Garen 1998 Annuity Trust, 345,124
shares held by the Eric R. Garen 1998 Annuity Trust, 141,172 shares held by
the Nancy Garen 1999 Annuity Trust, 141,172 shares held by the Eric R.
Garen 1999 Annuity Trust, 263,704 shares held by the Nancy Garen 1999
Annuity Trust-2, 263,704 shares held by the Eric R. Garen 1999 Annuity
Trust-2, and 163,000 shares held by the Garen Dynasty Trust) as to which
Mr. Garen lacks voting and disposition power and as to which he disclaims
beneficial ownership. See footnote 7.
(6) Based upon information contained in the Schedule 13G filed by Baron Capital
Group, Inc. ("BCG"), BCG has shared voting power with respect to the
1,166,200 shares and shared dispositive power. BAMCO, Inc. ("BAMCO") has
shared voting power with respect to 969,900 of the shares and shared
dispositive power. Baron Capital Management, Inc. ("BCM") has shared voting
power with respect to 196,300 of the shares and shared dispositive power.
Baron Asset Fund ("BAF") has shared voting power with respect to 969,900 of
the shares and shared dispositive power. Ronald Baron has shared voting
power with respect to the 1,166,200 shares and shared dispositive power.
Ronald Baron owns a controlling interest in BCG and Ronald Baron and BCG
disclaim beneficial ownership of the shares held by their controlled
entities (and investment advisory clients thereof) to the extent the shares
are held by persons other than Ronald Baron and BCG. BAMCO and BCM are
subsidiaries of BCG and they disclaim beneficial ownership of shares held
by their investment advisory clients to the extent the shares are held by
persons other than BAMCO and BCM. BAF is an investment advisory client of
BAMCO.
(7) Mr. Guth has sole voting and disposition power, as Trustee, of the 345,124
shares held by the Nancy Garen 1998 Annuity Trust, 345,124 shares held by
the Eric R. Garen 1998 Annuity Trust, 141,172 shares held by the Nancy
Garen 1999 Annuity Trust, 141,172 shares held by the Eric R. Garen 1999
Annuity Trust, 263,704 shares held by the Nancy Garen 1999 Annuity Trust-2,
263,704 shares held by the Eric R. Garen 1999 Annuity Trust-2, and the
163,000 shares held by the Garen Dynasty Trust. See Footnote 5. 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 which 9,000 shares are
vested. Mr. Guth's address is Guth Rothman & Christopher LLP, 10866
Wilshire Boulevard, Suite 1250, Los Angeles, California 90024.
(8) Based upon information contained in the Schedule 13G filed by Massachusetts
Financial Services, Massachusetts Financial Services has sole dispositive
power with respect to 2,809,271 shares and sole voting power with respect
to 2,731,071 shares.
(9) As described in Footnotes 3, 4, 5 and 7, certain of the shares have been
listed for more than one of the named individuals. This total reflects the
total number of shares owned by the director and officer group as a whole,
eliminating the shares attributed to more than one individual.
3
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Board of Directors has nine members and is divided into three
classes, Class I, Class II and Class III. The current terms of the Class II
directors expire at the Annual Meeting to be held this year; the terms of the
Class I directors will expire at the annual meeting of stockholders to be held
in 2002; and the terms of the Class III directors will expire at the annual
meeting of stockholders to be held in 2001. The Class II directors are to be
elected at the Annual Meeting for a three-year terms expiring in 2003. 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 - Present Term
Expires in 2002.
W. Mathew Juechter.................... 66 Director
Alan B. Salisbury..................... 62 Director
Theodore E. Guth...................... 45 Director
Class II Directors - Nominees for
Election to Terms Expiring
in 2003.
Michael W. Kane....................... 48 Director
Mary C. Adams......................... 44 Vice President Administration and
Investor Relations, Assistant
Secretary, and Director
James E. Furlan....................... 49 Chief Operating Officer and Director
Class III Directors -Present Term
Expires in 2001.
David C. Collins...................... 59 Chairman of the Board of Directors
and Chief Executive Officer
Eric R. Garen......................... 52 President and Director
Gary R. Wright........................ 42 Chief Financial Officer, Secretary,
and Director
</TABLE>
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 he was an investment banker with Oppenheimer & Co., Inc.
From 1984 to 1987, Dr. Kane practiced primarily corporate and securities law
with the law firm of Irell & Manella LLP and, prior to that, he was a Project
Leader in the Systems Sciences Department of The Rand Corporation and 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.
Ms. Adams has served as Vice President, Administration and Investor
Relations since September 1995. She began her association with the Company in
September 1975 and has held a variety of key positions in the Company. Ms. Adams
is also the President of Advanced Technology Marketing, Inc., a wholly owned
subsidiary of the Company. Ms. Adams became a Director of the Company in
December 1999.
Mr. Furlan joined the Company in February 1999 as Chief Operating Officer.
Prior to joining the Company, Mr. Furlan was employed by the Xerox Corporation
from July 1974 to February 1999. From 1991 to 1999, Mr. Furlan was Vice
President, General Manager of various Xerox business units, the most recent
being Distributed Printing and Publishing Systems. Prior to these positions, he
held a series of senior management
4
<PAGE>
positions in sales, marketing, finance and strategic planning in Xerox's printer
and copier divisions. Mr. Furlan holds a Bachelor of Science degree in
engineering and a Master of Business Administration from the University of
Illinois. Mr. Furlan became a Director of the Company in August 1999.
Mr. Juechter has been a director of the Company since June 1987. He is
President and Chief Executive Officer of IRA, Inc., a management consulting
company that works primarily in the areas of strategy, structure and executive
development. From 1991 to 1999, he was 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.
Mr. Juechter served as President and Chief Executive Officer of Wilson Learning
Corp., a multi-national training organization, from 1977 to 1986. From 1989 to
1997, he was President of the Board of Governors of the American Society for
Training and Development (ASTD). Mr. Juechter is a graduate of Boston University
and Harvard Business School.
Dr. Salisbury is an independent management consultant in the information
technology field. He retired from Learning Tree in 1999, where he had served as
President and General Manager, and later Chairman, 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, 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. From 1987 to 1991, he was President of the
Contel Technology Center, the research and development group of Contel Corp, an
independent telephone company located in Chantilly, Virginia. Dr. Salisbury is a
director of Sybase, Inc., a database software developer, and a subsidiary of
Level 8 Systems. The author of numerous books and articles related to
information technology and education, 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.
Mr. Guth has served as a director of the Company since March 1999. He is a
partner at Guth Rothman & Christopher LLP, a law firm he co-founded in 1997. Mr.
Guth was previously a partner at the law firm of Irell & Manella LLP from 1985
to 1993 and from 1995 to 1997. From 1993 to 1995, he was the President of
Dabney/Resnick, Inc., a 100-person investment banking and brokerage firm. Mr.
Guth was a full-time professor at the UCLA School of Law from 1981 to 1983. He
holds a JD from Yale Law School and a Bachelor of Science degree from the
University of Notre Dame (summa cum laude, Phi Beta Kappa).
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 Bachelor of Science degree in Electrical
Engineering from the California Institute of Technology and a Masters degree in
Computer Science from the University of Southern California, earning both
degrees with honors.
Mr. Wright has been Chief Financial Officer of the Company since January
1995, and from January 1990 to that time he was Corporate Controller of the
Company. From April 1983 to January 1990, Mr. Wright was employed by The Flying
Tiger Line Inc. and its parent company, Tiger International, Inc., a publicly-
held transportation company, where he held a variety of financial executive
positions, including Assistant Controller and Director of Financial Reporting.
Prior to April 1983, Mr. Wright worked at the public accounting firm of Arthur
Andersen LLP. Mr. Wright is a certified public accountant. Mr. Wright became a
Director of the Company in December 1999.
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.
5
<PAGE>
Board Meetings and Committees
The Board of Directors held five meetings during the fiscal year ended
September 30, 1999. The Board of Directors has three standing committees: the
Audit Committee, the Compensation Committee and the Options Committee. Each
incumbent director attended at least 75% of the aggregate of the number of
meetings of the Board and meetings of committees of the Board on which he served
during the 1999 fiscal year.
The Audit Committee comprises Dr. Collins, Dr. Kane and Mr. Juechter. The
principal functions of the Audit Committee are to review the plan and results of
the Company's independent audit with the Company's independent auditors and
management, to review the Company's systems of internal control, and to
recommend the engagement or the discharging of the Company's independent
auditors. The Audit Committee met one time during the 1999 fiscal year.
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 Compensation 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 two times during the 1999 fiscal year.
The Options Committee is comprised of Dr. Collins and Mr. Garen. The
functions of the Stock Option committee include addressing matters relating to
the Company's stock option plans and making grants and recommendations to the
Board of Directors as to grants of stock options. The Options Committee held
three meetings during the 1999 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.
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 three 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE-NAMED
NOMINEES.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation for a) the Company's Chief Executive Officer, b) the four most
highly compensated executive officers of the Company as of the end of the last
completed fiscal year and, c) up to two additional executive officers who would
have been included in the top four but they were not serving as an executive
officer at year-end. All listed officers had annual compensation in excess of
$100,000 during the fiscal years ended September 30, 1999, 1998 and 1997:
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation/(1)/ Long Term
Fiscal ------------------------ Compensation All Other
Name and Principal Position Year Salary Incentive Options Compensation/(2)/
- ---------------------------------------- ------ --------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
David C. Collins 1999 $310,000 $223,657 -- $6,162
Chairman of the Board of Directors and 1998 $310,000 $ 32,001 -- $8,289
Chief Executive Officer 1997 $310,000 $103,038 -- $3,375
Eric R. Garen 1999 $310,000 $223,657 -- $7,310
President and Director 1998 $310,000 $ 32,001 -- $6,930
1997 $310,000 $103,038 -- $6,750
Max S. Shevitz/(3)/ 1999 $176,333 $106,174 -- $8,735
Executive Vice President and Director 1998 $169,000 $ 15,260 -- $5,943
1997 $188,006 $182,458 9,000 $6,750
Gary R. Wright 1999 $200,000 $ 60,841 -- $8,567
Chief Financial Officer, Secretary, and 1998 $176,000 $ 6,600 -- $7,395
Director 1997 $170,000 $ 33,862 9,000 $6,750
Mary C. Adams 1999 $188,000 $ 57,895 -- $7,743
Vice President--Administration and 1998 $168,000 $ 7,403 20,000 $7,076
Investor Relations, Assistant 1997 $160,000 $ 27,266 13,000 $3,375
Secretary and Director
James E. Furlan/(4)/ 1999 $145,833 $ 71,856 275,000 $3,750
Chief Operating Officer and Director
</TABLE>
____________
(1) Certain of the Company's executive officers receive personal benefits in
addition to salary and cash bonuses. 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) Mr. Shevitz resigned from the Company in August 1999.
(4) Mr. Furlan joined the Company in February 1999.
Stock Option Plans
1995 Stock Option Plan
- ----------------------
In September 1995, the Company adopted the 1995 Stock Option Plan (the
"1995 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 2,250,000 shares of the Common Stock of the
Company. The 1995 Plan permits the grant of options to officers, employees and
directors of the Company.
7
<PAGE>
1999 Stock Option Plan
- ----------------------
In March 1999, the Company adopted the 1999 Stock Option Plan (the "1999
Plan" and together with the 1995 Plan, the "Stock Option Plans"), 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 1999 Plan permits the
grant of options to officers, employees and directors of the Company.
The Stock Option Plans are administered by a committee of the Board of
Directors (the "Options Committee") composed of Dr. Collins and Mr. Garen, who
are not eligible to participate in the Stock Option Plans. Each option is
evidenced by written agreement in a form approved by the Options Committee. No
options granted under either of the Stock Option Plans are transferable by the
optionee other than by will or by the laws of descent and distribution, and each
option is exercisable, during the lifetime of the optionee, only by the
optionee.
Under the Stock Option Plans, 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 Options
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
Options Committee shorten such period to less than six months. Upon exercise of
any option granted under either of the Stock Option Plans, 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.
Option Grants During Fiscal 1999
- --------------------------------
The following table, sets forth certain information concerning options
granted during fiscal 1999 to the executive officers named above:
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value at Assumed
------------------------------------------------------------- Annual Rates of
Number of % of Total Stock Price
Securities Options Exercise Appreciation for
Underlying Granted to Price Option Term/(1)/
Options Employees Per Expiration -----------------------
Name Granted In 1999 Share/(2)/ Date 5% 10%
- -------------------- ---------- ----------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
David C. Collins/(3)/ -- --% $ -- -- $ -- $ --
Eric R. Garen/(3)/ -- -- -- -- -- --
Max S. Shevitz -- -- -- -- -- --
Gary R. Wright -- -- -- -- -- --
Mary C. Adams -- -- -- -- -- --
James E. Furlan/(4)/ 275,000 19.5 6.63 /(4)/ 696,323 1,633,315
</TABLE>
- ---------------
(1) The potential realizable value illustrates the value that would be realized
upon exercise of the options, immediately prior to the expiration of their
terms, assuming the specified compounded rates of appreciation of the
Company's Common Stock over the term of the options. The assumed annual
rates of appreciation are specified in the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or
projection of future share prices.
(2) The exercise price was equal to the fair market value of the Common Stock
on the date of the grant.
8
<PAGE>
(3) Not eligible for option grants.
(4) Options for 100,000 shares expire February 24, 2003 and options for 175,000
shares expire February 24, 2007.
Aggregated Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values
- ----------------------------------------------------------------------------
No options were exercised by the executive officers of the Company during
fiscal 1999. The following table presents the number and value of exercisable
and unexercisable options held by the executive officers named above, as of
September 30, 1999:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year-End Year-End
---------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Name
- -----------------------
<S> <C> <C> <C> <C>
David C. Collins/(1)/ -- -- $ -- $ --
Eric R. Garen/(1)/ -- -- -- --
Max S. Shevitz 4,500 4,500 -- --
Gary R. Wright 4,500 4,500 -- --
Mary C. Adams 11,500 21,500 -- --
James E. Furlan -- 275,000 -- 2,732,813
</TABLE>
- -----------------
(1) Not eligible for option grants.
Other Employee Benefit Plans
The Company has adopted the Learning Tree International 401(k) 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 contribute to the
401(k) Plan, through payroll deductions, up to 15% of his or her salary, subject
to statutory limitations. For fiscal 1997 through 1999, for each $1.00 invested
by an employee, the Company contributed $0.75 up to four and one-half percent of
such employee's salary. The 401(k) Plan permits, but does not require,
additional contributions to the 401(k) Plan by the Company.
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. On September 30, 1999, the Collins Agreement was renewed through
September 30, 2002.
9
<PAGE>
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. On September 30, 1999, the Garen Agreement was
renewed through September 30, 2000.
Pursuant to an employment agreement dated as of July 18, 1994, as amended
(the "Shevitz Agreement"), Max S. Shevitz was 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 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. Mr. Shevitz terminated his employment with
the Company in August 1999.
Pursuant to an employment agreement dated as of January 8, 1990, as amended
(the "Wright Agreement"), Gary R. Wright is employed as Chief Financial Officer
of the Company. Pursuant to the Wright Agreement, Mr. Wright received an
annual base salary, as well as incentive compensation. Upon termination of
employment by the Company, Mr. Wright will receive severance compensation equal
to three months' base salary plus one month's base salary per year of employment
subsequent to January 16, 1995, not to exceed eight months' base salary in the
aggregate. 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 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 February 9, 1978, as
amended (the "Adams Agreement"), Mary C. Adams is employed as Vice President
Administration and Investor Relations of the Company. Pursuant to the Adams
Agreement, Ms. Adams received an annual base salary, as well as incentive
compensation. Upon termination of employment by the Company, Ms. Adams will
receive severance compensation equal to three months' base salary plus one
month's base salary per year of employment subsequent to October 1, 1993, not to
exceed eight months' base salary in the aggregate. In addition, Ms. Adams has
agreed, for a period of two years following the termination of the Adams
Agreement, not to (i) solicit any of the Company's customers with whom she did
business or was acquainted during the term of the Adams 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 Adams Agreement. The Adams Agreement is terminable by either party at any
time.
Pursuant to an employment agreement dated as of February 25, 1999, (the
"Furlan Agreement"), James E. Furlan is employed as Chief Operating Officer of
the Company for a period of three years. Pursuant to the Furlan Agreement, Mr.
Furlan received an annual base salary, as well as incentive compensation. Upon
termination of employment by the Company, during the term of the Furlan
Agreement without Good Reason, Mr. Furlan will receive severance compensation.
The severance compensation will be equal to one month's base salary plus $8,333
for each month remaining in the term of the Furlan Agreement, not to exceed
twelve months nor be less than six months in the aggregate. In addition, Mr.
Furlan has agreed, for a period of two years following the termination of the
Furlan Agreement, not to (i) solicit any of the Company's customers with whom he
did business or was acquainted during the term of the Furlan 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 Furlan Agreement. The Furlan Agreement is subject to extension upon
mutual agreement with the Company and is terminable by either party at any time.
10
<PAGE>
Stockholders Agreement
Dr. Collins and Mr. Garen have entered into a Stockholders Agreement dated
as of October 1, 1995 and amended as of October 23, 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
During fiscal 1999, the Company paid $129,000 for legal services performed
by Guth Rothman & Christopher LLP, a law firm in which Mr. Guth is a partner.
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 "Compensation
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 Options 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 1999 Salary and Incentive Compensation of Chief Executive Officer and
- ----------------------------------------------------------------------------
Other Officers
- --------------
In the 1999 fiscal year, 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 ("Collins Agreement"). The Collins Agreement provides that
Dr. Collins shall receive a base salary of at least $300,000 and 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, Dr. Collins received a base salary of
11
<PAGE>
$310,000, and the "on-target" incentive payment was set in fiscal 1999 at
$181,567. The Compensation Committee evaluated the base salary and the "on-
target" incentive payment and concurred, without the participation of Dr.
Collins, in the formula for the incentive payment. The actual incentive
compensation earned by Dr. Collins was $223,657. These amounts reflect the terms
of the Collins Agreement.
The basic format for the incentive compensation of Dr. Collins and other
line executives has been in place for several years. For fiscal 1999, the net
income component (as described below) of the regular incentive ("Regular
Incentive") portion of the plan was modified to exclude the effect of changes in
capitalized CBT development costs. The Compensation Committee felt that this
change would encourage management to control development costs being
capitalized. The Regular Incentive pays a specified portion of the
participant's salary based on the results for the year in three areas: (1) the
"net income component" (weighted 60%), which provides a portion of the Regular
Incentive based on the Company achieving a specified operating income (as
defined by the plan), (2) the "revenue growth component" (weighted 25%), which
provides a portion of the Regular Incentive based upon the Company achieving a
specified growth in revenues over the prior year (as defined by the plan) and
(3) the "quality component" (weighted 15%), 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 or no
Regular Incentive if certain minimum standards are not met. Further, if the
Company does not achieve 100% of the net income target, the revenue growth
component which would have otherwise been payable will be reduced by multiplying
this amount by the percentage of the operating income target actually achieved.
For officers whose responsibilities are limited to particular business
units of the Company, the criteria used relate directly 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", as they have no, or very
attenuated, influence over course quality. 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 warranted.
The Compensation Committee has reviewed this plan and believes that it
adequately focuses the officers of the Company on the Company's growth and
profitability. The Compensation Committee has reviewed the basic structure of
the fiscal 1999 plan and used it as the basis for the 2000 compensation plan.
Equity Incentives
- -----------------
The Compensation Committee also believes that equity ownership by key
executives provides a valuable incentive and further aligns executives' and
stockholders' interests. The Company previously adopted the Stock Option Plans,
pursuant to which the Company may grant stock options to executives (as well as
other employees and directors) to purchase an aggregate of up to 3,750,000
shares of Common Stock. In February 1999, The Company granted Mr. Furlan
options to purchase up to 275,000 shares at an exercise price of approximately
$6.63 per share. The exercise price was the market value of the Common Stock on
the date of the grant. The options vest as follows; a) 100,000 shares at the
rate of one-third per year from 2000 to 2002 and b) 175,000 shares in seven
years, subject to acceleration upon meeting certain performance standards. The
Company granted no options to any of the other above named executives in fiscal
1999. The Stock Option Plans are administered by the Stock Option Committee,
which consists of Messrs. Collins and Garen.
Messrs. Collins and Garen are not eligible to receive grants under the 1995
Option Plan or the 1999 Option Plan. The Compensation Committee believes that
grants of options for additional equity would not have a measurable effect on
the incentives provided to these officers in light of their significant current
holdings of Common Stock, 26.8% and 24.2% respectively, of the total shares
outstanding as of January 20, 2000. The Compensation Committee did not consider
alternatives for equity based compensation.
12
<PAGE>
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 1999 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 Compensation Committee will not necessarily
limit executive compensation to that deductible under Section 162(m) of the
Code.
January 18, 2000 COMPENSATION COMMITTEE
Michael W. Kane
W. Mathew Juechter
David C. Collins
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 following graph 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, 1999 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 of the Company's initial public offering, and
reinvestment of all dividends).
13
<PAGE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG LEARNING TREE INTERNATIONAL, INC., PEER GROUP
AND NASDAQ STOCK EXCHANGE COMPOSITE INDEX.
<TABLE>
<CAPTION>
Learning Tree Nasdaq Stock
International, Inc. Peer Group Exchange
Common Stock Index Composite Index
------------------- ---------- ---------------
<S> <C> <C> <C>
12/06/95 100 100 100
12/31/95 130 107 99
03/31/96 165 148 104
06/30/96 256 179 112
09/30/96 308 183 116
12/31/96 369 208 122
03/31/97 350 178 115
06/30/97 555 236 136
09/30/97 358 271 159
12/31/97 361 295 148
03/31/98 277 317 173
06/30/98 252 351 178
09/30/98 160 255 160
12/31/98 113 307 207
03/31/99 125 284 232
06/30/99 137 242 253
09/30/99 207 219 259
</TABLE>
<TABLE>
<CAPTION>
12/06/95 09/30/96 09/30/97 09/30/98 09/30/99
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Learning Tree International, Inc. Common Stock 100 308 358 160 207
Peer Group Index (1) 100 183 271 255 219
NASDAQ Stock Exchange Composite Index 100 116 159 160 259
</TABLE>
- --------------------------------------------------------------------------------
(1) Peer Group index includes: Apollo Group, Inc.; SmartForce PLC; Computer
Learning Centers, Inc.; DeVry, Inc.; ITT Educational Services, Inc.; Wave
Technologies International, Inc. The returns of each issuer within the
Peer Group Index have been weighted according to such issuer's respective
stock market capitalization at the beginning of the period presented.
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.
14
<PAGE>
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.
INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended September 30,
1999 were Arthur Andersen LLP. 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
August 1, 2000. A representative of Arthur Andersen LLP will be available at
the Annual Meeting to respond to appropriate questions or make any other
statements such representative deems appropriate.
STOCKHOLDERS' PROPOSALS FOR 2001 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 2001 must be received by the Company
by November 2, 2000, 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.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report for the year ended September 30, 1999 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,
/s/ DAVID C. COLLINS
David C. Collins, Ph.D.
Chairman of the Board and Chief Executive Officer
January 27, 2000
15
<PAGE>
<TABLE>
<S> <C>
(Learning Tree International + logo) VOTE BY PHONE: 1-800-690-6903
www.learningtree.com Use any touch-tone telephone to transmit your voting instructions.
-------------------- Have your proxy card in hand when you call. You will be
prompted to enter your 12-digit Control Number which is
PROXY SERVICES located below and then follow the simple instructions the Vote
P.O. BOX 9079 Voice provides you.
FARMINGDALE, NY 11735
VOTE BY INTERNET - www.proxyvote.com
-----------------
Use the Internet to transmit your voting instructions and
for electronic delivery of information. Have your proxy
Card in hand when you access the web site. You will be
prompted to enter your 12-digit Control Number which is
located below to obtain your records and create an
electronic voting instruction form.
VOTE BY MAIL -
Mark, sign and date your proxy card and return it in the
Postage-paid envelope we've provided or return to
Learning Tree International, c/o ADP, 51 Mercedes Way,
Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: LRNTRE KEEP THIS PORTION FOR YOUR RECORDS.
-----------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
LEARNING TREE INTERNATIONAL
Vote on Directors
Election of Three (3) Class II Directors: For Withhold For All To withhold authority to vote for any
All All Except: nominee, mark "For All Except" and write
The nominee's number on the line below.
-----------------------------------------
NOMINEES: 01) Michael W. Kane
02) James E. Furlan
03) Mary C. Adams
</TABLE>
Note: Please date and sign exactly as your name(s) appear on this proxy card. If
shares are registered in more than one name, all such persons should sign. A
corporation should sign in its full corporate name by a duly authorized officer,
stating his title. When signing as attorney, executor, administrator, trustee or
guardian, please sign in your official capacity and give your full title as
such. If a partnership, please sign in the partnership name by an authorized
person.
In their discretion, the proxies are authorized to vote "FOR" the election of
such substitute nominee(s) for directors as the Board of Directors of the
Company shall select, and upon other such matters as may come before the Annual
Meeting.
<TABLE>
<S> <C>
___________________________________________ _________________________________________
Signature [PLEASE SIGN] Date Signature (Joint Owners) Date
</TABLE>
- --------------------------------------------------------------------------------
LEARNING TREE INTERNATIONAL, INC.
Proxy for Annual Meeting of Stockholders to be held March 3, 2000
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders of Learning Tree International, Inc. ("Learning Tree") dated
January 27, 2000 and the accompanying Proxy Statement relating to the above-
referenced Annual Meeting, and hereby appoints David C. Collins or Eric R.
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 3, 2000, at the Sheraton Gateway 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.
The Board of Directors of Learning Tree solicits this proxy, 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 the election of all nominees named as Directors of Learning Tree on
the reverse side hereof.
- --------------------------------------------------------------------------------
