Schedule 13D Amendment No. 4

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, OJRL5T5oyX63XDnP2BWcWfkoQvH11v2Y0IG623I2UgwXewiOTL1WGjm7EfrWcPb3 RRtBDeKDY9CET+uHlSnK6g== 0001193125-06-048582.txt : 20060309 0001193125-06-048582.hdr.sgml : 20060309 20060308174308 ACCESSION NUMBER: 0001193125-06-048582 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060309 DATE AS OF CHANGE: 20060308 GROUP MEMBERS: NANCY GAREN GROUP MEMBERS: THE GAREN FAMILY FOUNDATION 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: 06674204 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: 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: 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 SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4


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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. 4)*

LEARNING TREE INTERNATIONAL, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

522015 10 6

(CUSIP Number)

Mary C. Adams, Secretary

Learning Tree International, Inc.

400 North Continental Blvd., Suite 200

El Segundo, CA 90245

310-417-9700

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

March 8, 2006

(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. ¨

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

1,791,306

8. Shared Voting Power

9. Sole Dispositive Power

1,791,306

10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,791,306
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 10.8%
14.		Type of Reporting Person (See Instructions) IN

Page 2 of 9

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

1,791,306

8. Shared Voting Power

9. Sole Dispositive Power

1,791,306

10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,791,306
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 10.8%
14.		Type of Reporting Person (See Instructions) IN

Page 3 of 9

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

1,200,065

8. Shared Voting Power

9. Sole Dispositive Power

1,200,065

10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,200,065 (Mr. Guth is the sole trustee of three trusts that collectively own 1,195,065 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) 7.2%
14.		Type of Reporting Person (See Instructions) IN

Page 4 of 9

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

266,379

8. Shared Voting Power

9. Sole Dispositive Power

266,379

10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 266,379 (Eric Garen and Nancy Garen are co-trustees of the Garen Family Foundation that owns 266,379 shares and as to which they each disclaim 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) 1.6%.
14.		Type of Reporting Person (See Instructions) OO

Page 5 of 9

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 400 North Continental Boulevard, Suite 200, El Segundo, CA 90245.

Item 2. Identity and Background

This filing amends a Schedule 13D/A filed by the Reporting Persons on May 21, 2004. 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 400 North Continental Boulevard, Suite 200, El Segundo, California 90245. Nancy Garen is his wife. Eric and Nancy Garen are co-trustees of the Garen Family Trust, a California living trust. In addition, each of the Garens is the sole trustee of his or her respective 2005 Annuity Trust and 2006 Annuity 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.

Page 6 of 9

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 “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. Effective as of May 1, 2006, the Participating Persons and Charles Schwab & Co., Inc. are amending the Trading Plans to revise and amend the set number shares of Common Stock to be sold each quarter based on the trading price of the Common Stock. Under Amendment No. 1, 30,000 shares will be sold in each quarter without any limit price. An escalating number of additional shares are to be sold each quarter as the price of the Common Stock exceeds $15.00. 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 Proxy Statement on Schedule 14A filed January 23, 2006, the Company had an aggregate of 16,662,335 shares of Common Stock outstanding as of January 20, 2006.

(b) The aggregate number of shares of Common Stock beneficially owned by Eric and Nancy Garen is 2,439,965 shares constituting 14.6% of the outstanding shares of Common Stock of the Company. Each of the Garens has sole voting and dispositive power with respect to 1,791,306 shares constituting 10.8% of the outstanding shares of Common Stock, of which (1) 876,268 shares are owned by the Garen Family Trust, of which Eric and Nancy Garen are co-trustees;(2) 266,379 shares are owned by the Garen Family Foundation, of which Eric and Nancy Garen are co-trustees and as to which each disclaims beneficial ownership; (3) 414,520 shares are owned by Eric Garen as sole trustee of the Eric R. Garen 2005 Annuity Trust and 234,139 shares are owned by Eric Garen as sole trustee of the Eric R. Garen 2006 Annuity Trust; and (4) 414,520 shares are owned by Nancy Garen as sole trustee of the Nancy Garen 2005 Annuity Trust and 234,139 shares are owned by Nancy Garen as sole trustee of the Nancy Garen 2006 Annuity Trust. The shares listed for Eric and Nancy Garen do not include an aggregate of 1,034,066 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) 517,033 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) 517,033 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) 160,999 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 9

(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	876,268	876,268	0
As trustee of the Eric R. Garen 2005 Annuity Trust	414,520	0	0
As trustee of the Eric R. Garen 2006 annuity Trust	234,139	0	0
As trustee of the Nancy Garen 2005 Annuity Trust	0	414,520	0
As trustee of the Nancy Garen 2006 Annuity Trust	0	234,139	0
As fully vested options	0	0	5,000
As trustee of the Garen Family Foundation	266,379	266,379	0
As trustee of the Nicole Suzanne Garen Family Trust	0	0	517,033
As trustee of the Steven Robert Garen Family Trust	0	0	517,033
As trustee of the Garen Dynasty Trust	0	0	160,999
Total	1,791,306	1,791,306	1,200,065

(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

Amendment No. 1 to 10b5-1 Trading Plans as set forth under Item 4.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.(A) Form of Amendment No. 1 10b5-1 Plan effective as of May 1, 2006.

Page 8 of 9

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: March 8, 2006


/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 9

EX-99.(A) 2 dex99a.htm FORM OF AMENDMENT NO. 1 10B5-1 PLAN Form of Amendment No. 1 10b5-1 Plan

Amendment No. 1 to Trading Plan

(SEC Rule l0b5-1)

This Amendment No.1 to Trading Plan (“Amendment”) is executed as of the dates set forth below (the “Signing Date”) and effective as of May 1, 2006 between [insert name] (“Client”) and Charles Schwab & Co., Inc. (“Broker”).

A. Client and Broker entered into a Trading Plan as of May 10, 2004 (the “Trading Plan”).

B. The parties wish to revise the terms and conditions of Appendix A to the Trading Plan as set forth herein.

NOW, THEREFORE, Client and Broker agree as follows:

1. Appendix A. Effective for trading windows after May 1, 2006, Appendix A of the Trading Plan shall be in the form attached hereto which shall replace and supersede any prior version attached to the Trading Plan.

2. General. Except for Appendix A so modified, the Trading Plan shall remain in full force and effect. This Amendment may be executed in counterparts and by facsimile.

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


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

By:				By:
Name:				Name:
Title:				Title:

				Dated as of this day of , 2006.

ACKNOWLEDGED:

Learning Tree International, Inc.


By:
Name:
Title:

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

Appendix A to Trading Plan

Effective for Trading Windows after May 1, 2006

(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, Foundation and Family Trust may be deemed an “affiliate,” as defined in Rule 144 of the Securities Act of 1933. Dynasty, Nicole and Steven are not deemed “affiliates” and are therefore, not subject to Rule 144 restrictions or filing requirements.

Quarterly Orders. Beginning the first 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 180,000 shares are triggered of which 30,000 shares do not have any limit price; 40,000 shares must be sold for a price of at least $15.00; 50,000 shares must be sold for a price of at least $20.00; and 60,000 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 08771659 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
Dynasty Trust	10%	5%
Foundation	20%	10%
Family Trust	0%	55%
Nicole Trust	35%	15%
Steven Trust	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 day 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

30,000

> 1 Year

Founder

None

Close of Trading Window

Opening of Trading Window

Sell

40,000

> 1 Year

Founder

15.00

Close of Trading Window

Opening of Trading Window

Sell

50,000

> 1 Year

Founder

20.00

Close of Trading Window

Opening of Trading Window

Sell

60,000

> 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: The Garen Family Trust		Name of Client: The Garen Family Foundation		Name of Client: The Garen Dynasty Trust

By:		By:		By:
Name:	Eric Garen	Name:	Eric Garen	Name:	Theodore E. Guth
Title:	Trustee	Title:	Trustee	Title:	Trust Protector

By:		By:
Name:	Nancy Garen	Name:	Nancy Garen
Title:	Trustee	Title:	Trustee

Account number: Date:		Account number: Date:		Account number: Date:

Name of Client: Nicole Suzanne Garen Family Trust		Name of Client: Steven Robert Garen Family Trust

By:		By:
Name:	Theodore E. Guth	Name:	Theodore E. Guth
Title:	Trustee	Title:	Trustee

Account number: Date:		Account number: Date:

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

By:		By:
Name:		Name:	Mary C. Adams
Title:		Title:	Chief Administrative Officer
Date:		Date:

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

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