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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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
------------------------------
(CUSIP Number)
September 21, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 522015-10-6
------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Theodore E. Guth
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ...............................................................
......................
(b) ...............................................................
......................
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3. SEC Use Only
...................................................................
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4. Citizenship or Place of Organization
United States of America
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5. Sole Voting Power
Number Of 1526,924.
Shares -----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
-----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 1,526,924
Person -----------------------------------------------------------
8. Shared Dispositive Power
With
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,526,924
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount In Row (9)
7.0%
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12. Type of Reporting Person (See Instructions)
IN
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<PAGE>
<TABLE>
<S> <C>
Item 1.
(a) Name of Issuer Learning Tree International, Inc.
(b) Address of Issuer's Principal Executive Offices 6053 West Century Blvd.
Los Angeles, CA 90405
Item 2.
(a) Name of Person Filing Theodore E. Guth
(b) Address of Principal Business Office or, if none, Residence Guth Christopher LLP
10866 Wilshire Blvd.
Suite 1250
Los Angeles, CA 90024
(c) Citizenship United States of America
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 522015 10 6
</TABLE>
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [_] Investment company registered under
section 8 of the Investment Company Act
of 1940 (15 U.S.C 80a-8).
(e) [_] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment
fund in accordance with (S)240.13d-
1(b)(1)(ii)(F);
(g) [_] A parent holding company or control
person in accordance with (S) 240.13d-
1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in
Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the
definition of an investment company
under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with (S)240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1,526,924
(b) Percent of class: 7.0%.
<PAGE>
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,526,924
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition
of 1,526,924
(iv) Shared power to dispose or to direct the
disposition of 0
Mr. Guth is the trustee of six trusts which collectively own 1,519,424 shares of
common stock, as to which he disclaims beneficial ownership. He is also the
beneficial owner of 7,500 shares of common stock pursuant to a vested option.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see (S)240.13d3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [_].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-
1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to (S)240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to (S)240.13d-1(c) or (S)240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the
<PAGE>
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
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.
/s/ Theodore E. Guth
--------------------
Theodore E. Guth
Date: October 4, 2000
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
