-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HNcHvqyyWoZoRwvae9QHcsXx5xPr8XlOJns8JS+gUzgISoY7Fp5qs1qvgGBnlopP D/ZadlU9unTUJDtYzFzuGw== 0001019056-08-000707.txt : 20080602 0001019056-08-000707.hdr.sgml : 20080602 20080602161934 ACCESSION NUMBER: 0001019056-08-000707 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080602 DATE AS OF CHANGE: 20080602 GROUP MEMBERS: LANE FIVE CAPITAL MANAGEMENT LP GROUP MEMBERS: LANE FIVE CAPITAL MANAGEMENT, LLC GROUP MEMBERS: LANE FIVE PARTNERS GP LLC GROUP MEMBERS: LANE FIVE PARTNERS LP GROUP MEMBERS: LISA O'DELL RAPUANO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEARNING TREE INTERNATIONAL INC CENTRAL INDEX KEY: 0001002037 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 953133814 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47083 FILM NUMBER: 08874272 BUSINESS ADDRESS: STREET 1: 400 NORTH CONTINENTAL BOULEVARD STREET 2: SUITE 200 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3104179700 MAIL ADDRESS: STREET 1: 400 NORTH CONTINENTAL BOULEVARD STREET 2: SUITE 200 CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lane Five Capital Management, LP CENTRAL INDEX KEY: 0001410352 IRS NUMBER: 205705332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1122 KENILWORTH DRIVE STREET 2: SUITE 313 CITY: TOWSEN STATE: MD ZIP: 21204 BUSINESS PHONE: 443-921-2060 MAIL ADDRESS: STREET 1: 1122 KENILWORTH DRIVE STREET 2: SUITE 313 CITY: TOWSEN STATE: MD ZIP: 21204 FORMER COMPANY: FORMER CONFORMED NAME: Lone Five Capital Management, LP DATE OF NAME CHANGE: 20070821 SC 13D 1 learning_13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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. _________)* Learning Tree International, Inc. ------------------------------------------------------- (Name of Issuer) Common Stock, par value $.0001 per share ------------------------------------------------------- (Title of Class of Securities) 522015106 ---------------------------------------------- (CUSIP Number) Lane Five Capital Management LP 1122 Kenilworth Drive, Suite 313 Towson, MD 21204 Attention: Scott Liotta Telephone: (443) 921-2060 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 29, 2008 ------------------------------------------------------- (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 that 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 [X]. 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. * 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.) Page 1 of 9 pages CUSIP No.: 522015106 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lisa O'Dell Rapuano 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 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 NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14 TYPE OF REPORTING PERSON IN Page 2 of 9 pages CUSIP No.: 522015106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lane Five Partners LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14 TYPE OF REPORTING PERSON PN Page 3 of 9 pages CUSIP No.: 522015106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lane Five Capital Management LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14 TYPE OF REPORTING PERSON PN Page 4 of 9 pages CUSIP No.: 522015106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lane Five Capital Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14 TYPE OF REPORTING PERSON OO Page 5 of 9 pages CUSIP No.: 522015106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lane Five Partners GP LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER - 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000 OWNED BY EACH 9 SOLE DISPOSITIVE POWER - 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% 14 TYPE OF REPORTING PERSON OO Page 6 of 9 pages ITEM 1. Security and Issuer. The class of equity securities to which this Statement on Schedule 13D (this "Statement") relates is the common stock, par value $0.0001 per share (the "Common Stock"), of Learning Tree International, Inc. (the "Issuer"), with its principal executive offices located at 1805 Library Street, Reston, VA 20190. ITEM 2. Identity and Background. (a)-(c) and (f) The names of the persons filing this Statement (the "Reporting Persons") are: (1) Lane Five Partners LP, a Delaware limited partnership (the "Fund"); (2) Lane Five Capital Management LP, a Delaware limited partnership (the "Investment Manager"); (3) Lane Five Capital Management, LLC, a Maryland limited liability company, the general partner of the Investment Manager ("IM GP"); (4) Lane Five Partners GP LLC, a Delaware limited liability company (the "General Partner"); and (5) Lisa O'Dell Rapuano, a United States Citizen ("Ms. Rapuano"). The Investment Manager serves as the investment manager of the Fund. The General Partner serves as the general partner of the Fund. The IM GP serves as the general partner of the Investment Manager. The Fund directly owns all of the shares reported in this Statement. Ms. Rapuano, the Investment Manager, the General Partner and the IM GP may be deemed to share with the Fund voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership with respect to any shares other than those owned directly by such Reporting Person. The principal business of the Fund is that of a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account. The principal business of the Investment Manager is providing investment management services to the Fund and other investment vehicles. The principal business of the General Partner is providing management services to the Fund. The principal business of the IM GP is providing management services to the Investment Manager. Ms. Rapuano's principal occupation is serving as the Managing Member of the General Partner and the IM GP. (d)-(e) During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. ITEM 3. Source and Amount of Funds or Other Consideration The source and amount of funds including commissions used by the Fund in making its purchase of the shares of Common Stock owned by it are set forth below: SOURCE OF FUNDS AMOUNT OF FUNDS Working Capital $ 14,070,029 One or more of the Reporting Persons effect purchases of securities through margin accounts which may extend margin credit to the Reporting Persons as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and brokers' credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. ITEM 4. Purpose of Transaction. The Investment Manager has sent a letter to the Board of Directors of the Issuer dated May 29, 2008, which, among other things, expresses concern about pursuing a sale of the company at this time. A copy of the letter from the Investment Manager is attached hereto as Exhibit B. The Investment Manager may in the future meet with and/or send additional correspondence to the Issuer's management and Board of Directors. Page 7 of 9 pages All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes. Except as set forth herein, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. ITEM 5. Interest in Securities of the Issuer. (a) The Fund directly owns 1,100,000 shares of Common Stock, representing 6.6% of all of the issued and outstanding shares of Common Stock. The Investment Manager, the General Partner, the IM GP and Ms. Rapuano may each be deemed to beneficially own the shares of Common Stock held by the Fund. Each disclaims beneficial ownership of such shares. The amounts set forth in this response are based on the 16,557,075 shares of Common Stock outstanding as of May 1, 2008, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2008. (b) The Reporting Persons have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 1,100,000 shares of Common Stock reported herein. (c) No transactions in the Common Stock have been effected by the Reporting Persons in the last sixty (60) days. (d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. ITEM 7. Material to be Filed as Exhibits. Exhibit A - Joint Filing Agreement Exhibit B - Letter to Board of Directors of Issuer Page 8 of 9 pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct. Dated: June 2, 2008 /s/ LISA O'DELL RAPUANO ---------------------------------- Lisa O'Dell Rapuano Lane Five Capital Management, LLC By: /s/ LISA O'DELL RAPUANO ------------------------------------ Lisa O'Dell Rapuano, Managing Member Lane Five Partners LP By: Lane Five Partners GP LLC, its general partner By: /s/ LISA O'DELL RAPUANO ------------------------------------ Lisa O'Dell Rapuano, Managing Member Lane Five Capital Management LP By: Lane Five Capital Management LLC, its general partner By: /s/ LISA O'DELL RAPUANO ------------------------------------ Lisa O'Dell Rapuano, Managing Member Lane Five Partners GP LLC By: /s/ LISA O'DELL RAPUANO ------------------------------------ Lisa O'Dell Rapuano, Managing Member Page 9 of 9 pages EXHIBIT INDEX Exhibit A - Joint Filing Agreement Exhibit B - Letter to Board of Directors of Issuer EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.0001 per share, of Learning Tree International, Inc. dated as of June 2, 2008 is, and any amendments thereto signed by each of the undersigned shall be, filed pursuant to and in accordance with the provisions of Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended. Dated: June 2, 2008 /s/ LISA O'DELL RAPUANO -------------------------------- Lisa O'Dell Rapuano Lane Five Capital Management, LLC By: /s/ LISA O'DELL RAPUANO ------------------------------------ Lisa O'Dell Rapuano, Managing Member Lane Five Partners LP By: Lane Five Partners GP LLC, its general partner By: /s/ LISA O'DELL RAPUANO ------------------------------------ Lisa O'Dell Rapuano, Managing Member Lane Five Capital Management LP By: Lane Five Capital Management LLC, its general partner By: /s/ LISA O'DELL RAPUANO ------------------------------------ Lisa O'Dell Rapuano, Managing Member Lane Five Partners GP LLC By: /s/ LISA O'DELL RAPUANO ------------------------------------ Lisa O'Dell Rapuano, Managing Member EXHIBIT B LETTER TO BOARD OF DIRECTORS OF ISSUER 1122 Kenilworth Drive Suite 313 Towson, MD 21204 Telephone: (443) 921-2060 [GRAPHIC OMITTED] Lane Five Capital Management May 29, 2008 To the Board of Directors of Learning Tree International: We are writing to express our disagreement with the Company's decision to put itself up for sale at this time. We believe the decision is short-sighted and represents more an effort to provide liquidity to the founders in the short-term than realization of full or optimal value for the public shareholders in the long-term. We believe the Company can achieve the founders' goals of liquidity while preserving the Company as a public entity, thereby allowing public shareholders to reap the returns we believe are available over the next two to three years. Selling the company now, prior to realizing any of the benefits of the ongoing investments in growth, would essentially transfer the return potential from those investments to the new investor. We believe such an outcome would be not only profoundly unfair to existing shareholders, but also in violation of the Board's fiduciary responsibilities. Lane Five Partners, LP currently owns 1,100,000 shares of Learning Tree, representing 6.64% of shares outstanding as of the recently filed 10-Q. According to the most recent SEC filings, we are the Company's single largest shareholder outside of the founders. As we have mentioned in the past, Lane Five is truly a long-term investor. We buy companies with the intention of holding them and earning an adequate return over a three-to-five year period (or longer). Emblematic of our strategy, we actually charge our investors a performance fee at the end of each client's three-year holding period, rather than the end of every calendar year, a highly unusual practice for an investment management firm. In conjunction with sending you this letter, we are changing our SEC filing status to 13-D. As you know, we have a long, productive and collaborative relationship with management and intend to remain friendly, if possible. We hope the Board will hear our concerns and views on this topic. However, given the importance of the outcome to your shareholders, we believe the filing change is necessary given that our actions are, indeed, intended to influence the Company to pursue a certain direction in achieving optimal, long-term shareholder value. We understand that founders Eric Garen and David Collins have given a tremendous amount to Learning Tree in time, effort, thought, skill and financial commitment. Indeed, they have given their entire lives, and we are grateful for their careful guidance over the years. We also understand that at this point in their lives and careers it no longer makes sense for them to have the bulk of their net worth tied up in this company, and that the three-year time horizon we are looking at may be too long for them. We understand that seeing the stock up from its lows and having the next leg of return from growth initiatives, which by their very nature include uncertainty and assumptions, may appear to make this an opportune time for them to sell. However, we believe the Board may be emphasizing the founders' need for liquidity over the long-term interest of the Company's public shareholders. There are numerous ways that we can create liquidity for the founders without sacrificing the long-term returns to other shareholders in the process. I would like to discuss these topics, in detail, with the Board. Given the urgent nature of the situation, I am happy to make myself available for the Board's next meeting which I understand will take place on June 11th. Best Regards, Lisa O'Dell Rapuano, CFA Founder, Portfolio Manager Lane Five Capital Management, LP -----END PRIVACY-ENHANCED MESSAGE-----