Amendment No. 3 to Schedule 13D

Eric Garen

Nancy Garen

Theodore E.
Guth

Sole Voting and Dispositive Power

Shared Voting and Dispositive Power

-----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, Q7OWifDGb4QguMpEa8cdJ0O9MI1qTszVUs3t2pPCeoerSUMmq4Va2lFdTBu5vKVS R5ecRhG8YgrrzivjoD0MBw== 0001193125-04-093002.txt : 20040521 0001193125-04-093002.hdr.sgml : 20040521 20040521164239 ACCESSION NUMBER: 0001193125-04-093002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040521 GROUP MEMBERS: NANCY GAREN GROUP MEMBERS: THE GAREN FAMILY FOUNDATION, TAX ID #95-4621093 GROUP MEMBERS: THEODORE E. GUTH 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47083 FILM NUMBER: 04824582 BUSINESS ADDRESS: STREET 1: 6053 W CENTURY BLVD CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 3104179700 MAIL ADDRESS: STREET 1: 6053 W CENTURY BLVD CITY: LOS ANGELES STATE: CA ZIP: 90045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAREN ERIC R CENTRAL INDEX KEY: 0001024643 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6053 W CENTURY BLVD STREET 2: P O BOX 45028 CITY: LOS ANGELES STATE: CA ZIP: 90045-0028 BUSINESS PHONE: 3104179700 MAIL ADDRESS: STREET 1: 6053 W CENTURY BLVD STREET 2: P O BOX 45028 CITY: LOS ANGELES STATE: CA ZIP: 90045-0028 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

SEC

1746

(11-02)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

LEARNING TREE INTERNATIONAL, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

522015 10 6

(CUSIP Number)

Mary C. Adams, Assistant Secretary

Learning Tree International, Inc.

6053 Century Blvd.

Los Angeles, CA 90045-0028

310-342-2229

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 10, 2004

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Page 1 of 10

CUSIP No. 522015 10 6



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Eric R. Garen

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Source of Funds (See Instructions) Not applicable

5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.		Citizenship or Place of Organization United States of America

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

2,443,966

8. Shared Voting Power

9. Sole Dispositive Power

2,443,966

10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,443,966

12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.		Percent of Class Represented by Amount in Row (11) 14.4%.

14.		Type of Reporting Person (See Instructions) IN

Page 2 of 10

CUSIP No. 522015 10 6



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Nancy Garen

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Source of Funds (See Instructions) Not applicable

5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.		Citizenship or Place of Organization United States of America

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

2,443,966

8. Shared Voting Power

9. Sole Dispositive Power

2,443,966

10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 2,443,966

12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.		Percent of Class Represented by Amount in Row (11) 14.4%.

14.		Type of Reporting Person (See Instructions) IN

Page 3 of 10

CUSIP No. 522015 10 6



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Theodore E. Guth

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Source of Funds (See Instructions) Not applicable

5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.		Citizenship or Place of Organization United States of America

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

1,216,064

8. Shared Voting Power

9. Sole Dispositive Power

1,216,064

10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,216,064 (Mr. Guth is the sole trustee of three trusts that collectively own 1,211,064 shares and as to which he disclaims beneficial ownership.)

12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.		Percent of Class Represented by Amount in Row (11) 7.1%

14.		Type of Reporting Person (See Instructions) IN

Page 4 of 10

CUSIP No. 522015 10 6



1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). The Garen Family Foundation, Tax ID # 95-4621093

2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.		SEC Use Only

4.		Source of Funds (See Instructions) Not applicable

5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.		Citizenship or Place of Organization United States of America

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power

270,380

8. Shared Voting Power

9. Sole Dispositive Power

270,380

10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 270,380

12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

13.		Percent of Class Represented by Amount in Row (11) 1.6%.

14.		Type of Reporting Person (See Instructions) OO

Page 5 of 10

Item 1.

Security and Issuer

The class of securities to which this Schedule 13D relates is the common stock, $.0001 par value (the “Common Stock”), of Learning Tree International, Inc., a Delaware corporation (the “Company”). The address of the Company’s principal executive office is 6053 West Century Blvd., Los Angeles, CA 90045.

Item 2.

Identity and Background

This filing amends a Schedule 13D/A filed by Eric R. Garen on March 25, 2004, and a Schedule 13G/A filed by Theodore E. Guth on January 31, 2002. This statement is being filed by the following persons (the “Reporting Persons”):

Eric R. Garen is Vice Chairman of the Company, whose principal address is 6053 West Century Boulevard, Los Angeles, California 9045. Nancy Garen is his wife. Eric and Nancy Garen are co-trustees of the Garen Family Trust, a California living trust.

The Garen Family Foundation (the “Foundation”), is a Section 501(c)(3) exempt private foundation, of which Eric and Nancy Garen are co-trustees. The Garens disclaim beneficial ownership of all shares owned by the Foundation.

Theodore E. Guth is 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 for the benefit of their children: (1) the Garen Dynasty Trust, an irrevocable Delaware trust; (2) the Nicole Suzanne Garen Family Trust, an irrevocable California trust; and (3) the Steven Robert Garen Family Trust, an irrevocable California trust (collectively, the “Trusts”). Mr. Guth disclaims beneficial ownership of all shares owned by the Trusts. Mr. Guth individually owns fully vested options to purchase 5,000 shares of the Common Stock.

During the past five years, none of the Reporting Persons has (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 the Reporting Person 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.

Eric and Nancy Garen and Mr. Guth are citizens of the United States. The Foundation is a Section 501(c)(3) exempt privation foundation.

Item 3.

Source and Amount of Funds or Other Consideration

Not Applicable.

Item 4.

Purpose of Transaction

As of May 10, 2004, each of the Garen Family Trust, the Garen Dynasty Trust, the Nicole Suzanne Garen Family Trust, the Steven Robert Garen Family Trust and the Garen Family Foundation (each, a

Page 6 of 10

“Participating Person”), and Charles Schwab & Co., Inc., entered into written five year liquidity programs (collectively, the “Trading Plans”) for the diversification of the Participating Persons’ assets. The Trading Plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934. The Trading Plans become effective on June 15, 2004 (with sales no earlier than August 15, 2004) and provide for a set number shares of Common Stock to be sold each quarter based on the trading price of the Common Stock. No sales will be made under the Trading Plans in any quarter unless the price of the Common Stock exceeds $15.00, with an escalating number of shares to be sold each quarter as the price of the Common Stock increases. For example, if the price of the Common Stock were $15 per share in a quarter, the Participating Persons in aggregate would sell a total of 20,000 shares under the Trading Plans (approximately 0.5% of the current beneficial holdings of the Participating Persons); if the price of the Common Stock were $25 per share in a quarter, the Participating Persons would sell a total of 90,000 shares under the Trading Plans in a quarter (approximately 2.5% of the current beneficial holdings of the Participating Persons). Each Participating Person retains full power to amend or cancel its Trading Plan without any consent of any other Reporting Person. The Trading Plans do not affect the rights of each Reporting Person to vote their shares of Common Stock.

Item 5.

Interest in Securities of the Issuer

(a) According to the Company’s Quarterly Report on Form 10-Q filed May 10, 2004, the Company had an aggregate of 17,023,761 shares of Common Stock outstanding as of May 3, 2004.

(b) The aggregate number of shares of Common Stock beneficially owned by Eric and Nancy Garen is 2,443,966 shares constituting 14.4% of the outstanding shares of Common Stock of the Company, of which (1) 2,173,586 shares are owned by the Garen Family Trust, of which Eric and Nancy Garen are co-trustees and as to which each has sole voting and dispositive power; and (2) 270,380 shares are owned by the Garen Family Foundation, of which Eric and Nancy Garen are co-trustees and as to which each has sole voting and dispositive power and each disclaims beneficial ownership. The shares listed for Eric and Nancy Garen do not include an aggregate of 1,211,064 shares of Common Stock owned by the Trusts for the benefit of the Garens’ children and as to which they lack voting and dispositive power and disclaim beneficial ownership.

(c) The shares of Common Stock listed for Mr. Guth include (1) fully vested options to purchase 5,000 shares; (2) 524,032 shares held by the Nicole Suzanne Garen Family Trust, of which Mr. Guth is the sole trustee and as to which he disclaims beneficial ownership; (3) 524,032 shares held by the Steven Robert Garen Family Trust, of which Mr. Guth is the sole trustee and as to which he disclaims beneficial ownership; (4) 163,000 shares held by the Dynasty Trust, of which Mr. Guth is the sole individual trustee and sole trust protector and as to which he disclaims beneficial ownership.

Page 7 of 10

(d) Beneficial ownership of the Reporting Persons is summarized below:


Capacity	Eric Garen	Nancy Garen	Theodore E. Guth
As trustee of the Garen Family Trust, a living trust	2,173,586	2,173,586	0
As fully vested options	0	0	5,000
As trustee of the Garen Family Foundation	270,380	270,380	0
As trustee of the Nicole Suzanne Garen Family Trust	0	0	524,032
As trustee of the Steven Robert Garen Family Trust	0	0	524,032
As trustee of the Garen Dynasty Trust	0	0	163,000
Total	2,443,966	2,443,966	1,216,064

(e) The voting and dispositive power of the Garens and Mr. Guth is summarized below:

(f) None of the Reporting Persons has effected any transaction in the Common Stock of the Company other than the Plans described in this amendment during the past sixty (60) days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

10b5-1 Trading Plans as set forth under Item 4.

Item 7.

Material to Be Filed as Exhibits



Exhibit 99.	(A)	Form of 10b5-1 Plan dated as of May 10, 2004.

Exhibit 99.	(B)	Agreement relating to Joint Filing.

Page 8 of 10

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.

Date: May 13, 2004

/s/ ERIC R. GAREN

Signature

Eric R. Garen

Name/Title

/s/ NANCY GAREN

Signature

Nancy Garen

Name/Title

/s/ THEODORE E. GUTH

Signature

Theodore E. Guth

Name/Title


The Garen Family Foundation

By:		/s/ ERIC R. GAREN

		Signature
		Eric R. Garen, Trustee
		Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

http://www.sec.gov/smbus/forms/13d.htm

Last update: 12/05/

Page 9 of 10

EX-99.(A) 2 dex99a.htm FORM OF TRADING PLAN Form of Trading Plan

EXHIBIT 99.(A)

FORM OF

TRADING PLAN

(SEC Rule l0b5-1)

This Trading Plan is entered into as of May 10, 2004 (the “Signing Date”) effective as of June 15, 2004 between [insert name] (“Client”) and Charles Schwab & Co., Inc. (“Broker”).

A. [Insert names] (until the Trading Plan of such person terminates, each a “Participating Person”) collectively hold an aggregate of approximately [insert number] shares of the common stock (the “Stock”) of Learning Tree International, Inc. (“Issuer”), which constitutes a significant portion of the assets of the Participating Persons.

B. [Insert name] is a charitable organization which has been advised to sell its holdings of Stock over time in order to assist in its charitable mission. In connection with certain estate planning decisions, [insert name(s)] have been advised to undertake some diversification of their assets.

C. In accordance with the requirements of SEC Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Participating Persons wish to establish an orderly method to sell a limited number of shares of Stock over the next five years. The Participating Persons wish to sell relatively little Stock at current prices, but intend to sell more at higher prices. Overall, at the current prices, this plan only covers approximately 10% of the Participating Persons’ current holdings of Stock over the five year period; at the highest possible price it covers all of the Participating Persons’ current holdings.

D. Client has or will deposit shares of Stock in Account #[insert account number] (the “Account”) maintained with Broker.

NOW, THEREFORE, Client and Broker agree as follows:

1. Trade Instructions. Client hereby instructs Broker to effect sales of shares of Stock of Issuer from or into the Account in accordance with the attached Appendix A to Trading Plan (“Appendix A)”. If Client specifies a date for trading which is a weekend or holiday, the trade shall not take place until the opening of regular market trading hours on the next trading day.

2. Term. This Trading Plan shall become effective on June 15, 2004 (the “Trading Plan Effective Date”) and shall terminate on the earlier of (1) June 14, 2009; (2) the date Broker receives notice of the liquidation, dissolution, bankruptcy or insolvency of Client; or (3) termination of this Trading Plan in accordance with section 7(b) or section 15 hereof.

3. Representations and Warranties. Client represents and warrants that as of the Signing Date:

(a) Client is not aware of any material nonpublic information concerning Issuer or any of its securities (including the Stock) and is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.

(b) Client is permitted to sell or purchase Stock in accordance with Issuer’s insider trading policies and has obtained the approval of Issuer’s counsel to enter into this Trading Plan.

(c) There are no legal, regulatory, contractual or other restrictions applicable to the trades contemplated under this Trading Plan that would interfere with Broker’s ability to execute trades and effect delivery and settlement of such trades on behalf of Client (collectively, “Client Trading Restrictions”).

Charles Schwab & Co., Inc. Member NYSE/SIPC COMM 0402-1388

4. Intent to Comply with Rule 10b5-1(c). It is Client’s intent that this Trading Plan comply with the requirements of Rule 10b5-1(c), and this Trading Plan shall be interpreted to comply with such requirements.

5. Rule 144.

[Client is not subject to the requirements of Rule 144.]

6. Section 13 or 16 Filings. Client acknowledges and agrees that Client is responsible for making all filings, if any, required under Section 13 or Section 16 of the Exchange Act (and the rules and regulations thereunder) with respect to trades pursuant to this Trading Plan. In order to permit Client to comply with these laws, Broker will comply with its notification procedures set out in the Broker Instruction/Representation letter signed by the parties.

7. Market Disruptions and Trading Restrictions.

(a) Client understands that Broker may not be able to effect a trade, in whole or in part, due to a market disruption or a legal, regulatory or contractual restriction applicable to Broker or any other event or circumstance. Client also understands that Broker may be unable to effect a trade consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the trade date specified in Appendix A. As soon as reasonably practicable after the cessation or termination of any such market disruption, restriction event or circumstance, Broker shall resume effecting trades in accordance with the express provisions of this Trading Plan which are then applicable. Trades that are not executed as the result of any such market disruption, restriction, event or circumstance shall not be deemed to be a part of this Trading Plan.

(b) If Issuer enters into a transaction or any other event occurs that results, in Issuer’s good faith determination, in the imposition of any Client Trading Restrictions, such as a stock offering requiring an affiliate lock-up, Client and Issuer shall promptly, but in no event later than three days prior to the date of the remaining trade(s) specified in Appendix A, provide Broker notice of such restrictions. With respect to any Client Trading Restrictions for which Client and Issuer have given Broker notice, Broker shall stop effecting trades under this Trading Plan, and this Trading Plan shall thereupon terminate. In such case, Seller, Broker and (for purposes of acknowledgment) Issuer shall cooperate to establish a new trading plan in accordance with the requirements of Rule 10b5-1 (c).

8. Hedging Transactions. While this Trading Plan is in effect, Client agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the Stock (including, without limitation, with respect to any securities convertible into or exchangeable for Stock, or any option or other right to purchase or sell Stock or such convertible or exchangeable securities).

9. Intentionally deleted.

10. Compliance with Laws and Rules. Client understands and agrees that it is the responsibility of Client, and not Broker or Issuer, to determine whether this Trading Plan meets the requirements of Rule 10b5-1(c) and any other applicable federal or state laws or rules.

11. Entire Trading Plan. This Trading Plan constitutes the entire trading plan between Client and Broker and supersedes and replaces any prior instructions under Rule 10b5-1 from Client to Broker with respect to the sale or purchase of shares from or into the Account, as the case may be.

12. Notices and Other Communications. Any notices required or permitted to be given by Issuer and/or Client under this Trading Plan shall be provided in writing by fax, signed by Client and Issuer and confirmed by telephone (Attn: Priority Team, Fax 415 636 3959 or 415 667 6646; Tel. 800 239 2506). With respect to any Client Trading Restrictions, Client and Issuer shall provide Broker notice

Charles Schwab & Co., Inc. Member NYSE/SIPC COMM 0402-1388

of the anticipated duration of such restrictions, but shall not provide Broker information about the nature of such restrictions or any other information about such restrictions. Further, in no event shall Client or Issuer, at any time while this Trading Plan is in effect, communicate any material nonpublic information concerning Issuer or its securities (including the Stock) to Broker. Further, Client shall not at any time attempt to exercise any influence over how, when or whether to effect trades or allocation of trades under this Trading Plan or the related trading plans of the other Participating Persons.

13. Third Party Beneficiary. Client intends Issuer to be a third party beneficiary of each and every representation and warranty contained in this Trading Plan to the fullest extent necessary to enable Issuer to be fully protected from direct or indirect liability in connection with this Trading Plan.

14. Governing Law. This Trading Plan shall be governed by and construed in accordance with the laws of the state of California, as applied to agreements made and wholly performed in the State of California.

15. Amendments and Termination. This Trading Plan may be amended, modified or terminated only by a written instrument signed by Client and Broker and acknowledged by Issuer (except as provided in section 7(b) hereof). Client acknowledges and understands that any amendment to, or modification of, this Trading Plan shall be deemed to constitute the creation of a new trading plan. Accordingly, Client shall be required to restate and reaffirm, as of the date of such amendment or modification, each of the representations and warranties contained in section 3 of this Trading Plan.

Client understands and agrees that Broker shall have no responsibility or liability whatsoever with respect to any termination by Client of this Trading Plan. Further, Client agrees to indemnify and hold harmless Broker from and against any and all liabilities, claims or costs (including, without limitation, legal costs and reasonable attorneys’ fees) caused by Client’s termination of this Trading Plan, except to the extent any such liabilities, claims or costs are caused by Broker’s negligence or willful misconduct.

16. Counterparts. This Trading Plan may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have signed this Trading Plan as of the Signing Date.


[Insert Name]						Charles Schwab & Co., Inc.

By:						By:

Name:						Name:

Title:						Title:

ACKNOWLEDGED:

Learning Tree International, Inc.



By:

Name:
Title:

Charles Schwab & Co., Inc. Member NYSE/SIPC COMM 0402-1388

Appendix A to Trading Plan

(SEC Rule 10b5-1)

For Sale of Restricted or Control Stock

[Instructions for Sale or Purchase of Stock of Issuer]

Client Information:

(a) The Participating Persons may be part of a group that holds more than 10% of the equity of the Issuer.

(b) Of the undersigned, [insert name] may be deemed an “affiliate,” as defined in Rule 144 of the Securities Act of 1933. [Insert names] are not deemed “affiliates” and are therefore, not subject to Rule 144 restrictions or filing requirements.

Quarterly Orders. Beginning the third day of each Trading Window* during the Term of the Trading Plan, Client and the other Participating Persons hereby instruct Broker to enter the orders set forth below. Each order will be good until filled or until the end of the Trading Window. Broker is to treat each order on a “not held” basis and will make best efforts not to unduly pressure the price of the stock in a negative way. Broker will continue to apply price limit constraints for the duration of the Trading Window. Orders in each quarter are intended to be cumulative, so that if (for example) the price exceeds $25.00 during a Trading Window, aggregate orders for the Participating Persons covering up to 90,000 shares are triggered of which 20,000 shares must be sold for a price of at least $15.00; 30,000 shares must be sold for a price of at least $20.00, and 40,000 shares must be sold for at least $25.00.

All trades for the Participating Persons under this Appendix A will be placed in a master account numbered [insert master account number] and upon execution will be allocated among the Participating Persons as follows:


	Stock sold at a per share price equal to**
Participant	Less than $25.00	$25.00 or more
[insert name]	10%	5%
[insert name]	20%	10%
[insert name]	0%	55%
[insert name]	35%	15%
[insert name]	35%	15%

If any Participant cannot be allocated its percentage as a result of (i) constraints under Rule 144 or (ii) its termination of its trading plan, these percentages shall be allocated among the remaining Participants in proportion to the applicable percentages set forth above.

*A quarterly “Trading Window” will begin on the 15th day of February, May and August and on the 30th of November and end on the 15th day of the next month (March, June, September and December, respectively).

**”Share price” for allocation purposes is determined by the average price of all sales calculated at the end of each trading day.

Date Order Placed

Buy or Sell

# of Shares

Original Purchase
Date

Nature of

Acquisition

Limit Price

Duration of Order

Opening of Trading Window

Sell

20,000

> 1 Year

Founder

15.00

Close of Trading Window

Opening of Trading Window

Sell

30,000

> 1 Year

Founder

20.00

Close of Trading Window

Opening of Trading Window

Sell

40,000

> 1 Year

Founder

25.00

Close of Trading Window

Opening of Trading Window

Sell

60,000

> 1 Year

Founder

30.00

Close of Trading Window

Opening of Trading Window

Sell

60,000

> 1 Year

Founder

35.00

Close of Trading Window

Opening of Trading Window

Sell

60,000

> 1 Year

Founder

40.00

Close of Trading Window

Opening of Trading Window

Sell

60,000

> 1 Year

Founder

45.00

Close of Trading Window

Opening of Trading Window

Sell

60,000

> 1 Year

Founder

50.00

Close of Trading Window

·	Share amounts/prices listed shall be increased or decreased to reflect stock splits or other similar changes in Issuer’s capitalization that may occur prior to execution of the trades.

·	All orders are on a “not held” basis.

·	Limit price orders are at the limit price or better, beginning at the opening of regular market trading hours at the opening of the Trading Window and expiring at the close of regular market trading hours on close of the Trading Window.

Charles Schwab & Co., Inc. Member NYSE/SIPC COMM 0402-1388


Name of Client: [insert name]		Name of Client: [insert name]		Name of Client: [insert name]

By:		By:		By:

	Name:		Name:		Name:
	Title:		Title:		Title:

Account number:

Date:

Account number:
Date:


Name of Client: [insert name]		Name of Client: [insert name]

By:		By:

	Name:		Name:
	Title:		Title:

Account number:

Date:

Account number:
Date:


Accepted by: Charles Schwab & Co, Inc	Acknowledged by: Learning Tree International, Inc

By:	By:

Name:		Name: Title:

Title:

Date:	Date:

Charles Schwab & Co., Inc. Member NYSE/SIPC COMM 0402-1388

EX-99.(B) 3 dex99b.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 99.(B)

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.0001, of Learning Tree International, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. As contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated as of May 13, 2004


Theodore E. Guth, as Trustee of each of the Garen Dynasty Trust, the Nicole Suzanne Garen Family Trust and the Steven Robert Garen Family Trust	Eric R. Garen, as Trustee of the Garen Family Trust

/s/ THEODORE E. GUTH	/s/ ERIC R. GAREN

	Eric R. Garen

	The Garen Family Foundation

	By:	/s/ ERIC R. GAREN

		Eric Garen, Trustee

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