0001144204-15-043282.txt : 20150720 0001144204-15-043282.hdr.sgml : 20150720 20150720163452 ACCESSION NUMBER: 0001144204-15-043282 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150720 DATE AS OF CHANGE: 20150720 GROUP MEMBERS: JOSHUA LANDES GROUP MEMBERS: NELSON OBUS GROUP MEMBERS: WYNNEFIELD CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WYNNEFIELD CAPITAL, INC. GROUP MEMBERS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. GROUP MEMBERS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. 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: 0926 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47083 FILM NUMBER: 15996138 BUSINESS ADDRESS: STREET 1: 1805 LIBRARY STREET CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7037099119 MAIL ADDRESS: STREET 1: 1805 LIBRARY STREET CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: LEARNING TREE INTERNATIONAL INC DATE OF NAME CHANGE: 19951010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP I CENTRAL INDEX KEY: 0001251565 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 BUSINESS PHONE: 212-760-0814 MAIL ADDRESS: STREET 1: 450 SEVENTH AVENUE STREET 2: SUITE 509 CITY: NEW YORK STATE: NY ZIP: 10123 SC 13D 1 v415085_sc13d.htm SC 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

LEARNING TREE INTERNATIONAL, INC.

 

(Name of Issuer)

 

Common Stock, $0.0001 par value

 

(Title of Class of Securities)

 

522015106

 

(CUSIP Number)

 

 

Wynnefield Partners Small Cap Value, L.P. I

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

 

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

(212) 541-6222


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

 

July 20, 2015

 

(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 which 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. 522015106

 

13D Page 2 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. I 13-3953291

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

345,615 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

345,615 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

345,615 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6%

14

 

TYPE OF REPORTING PERSON*

PN

 

       

 

 
 

 

CUSIP No. 522015106

 

13D Page 3 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Partners Small Cap Value, L.P. 13-3688497

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

215,517 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

215,517 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

215,517 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.6%

14

 

TYPE OF REPORTING PERSON*

PN

 

       

 

 
 

 

CUSIP No. 522015106

 

13D Page 4 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

153,868 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

153,868 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

153,868 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.2%

14

 

TYPE OF REPORTING PERSON*

CO

 

       

 

 
 

 

CUSIP No. 522015106

 

13D Page 5 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital Management, LLC 13-4018186

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

561,132 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

561,132 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

561,132 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.2%

14

 

TYPE OF REPORTING PERSON*

OO

 

       

 

 
 

 

CUSIP No. 522015106

 

13D Page 6 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Wynnefield Capital, Inc. 13-3688495

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]

 

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

153,868 (See Item 5)

8

SHARED VOTING POWER

 

0 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

153,868 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

0 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

153,868 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.2%

14

 

TYPE OF REPORTING PERSON*

CO

 

       

 

 
 

 

CUSIP No. 522015106

 

13D Page 7 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Nelson Obus

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0 (See Item 5)

8

SHARED VOTING POWER

 

715,000 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

715,000 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

715,000 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.4%

14

 

TYPE OF REPORTING PERSON*

 

IN

 

       

 

 
 

 

CUSIP No. 522015106

 

13D Page 8 of 14

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Joshua Landes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]

(b) [ X ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS*

 

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0 (See Item 5)

8

SHARED VOTING POWER

 

715,000 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0 (See Item 5)

10

SHARED DISPOSITIVE POWER

 

715,000 (See Item 5)

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

715,000 (See Item 5)

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

[ ]

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.4%

14

 

TYPE OF REPORTING PERSON*

IN

 

       

 

 
 

 

CUSIP No. 522015106

 

 

 

13D Page 9 of 14

 

 

Item 1. Security and Issuer.

 

This Statement of Beneficial Ownership on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.0001 par value per share (the “Common Stock”) of Learning Tree International, Inc., a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 1831 Michael Faraday Drive, Reston, VA 20190.

 

Item 2. Identity and Background.

 

This Schedule 13D is filed by the Wynnefield Reporting Persons.

 

(a), (b), (c) and (f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua H. Landes. The Wynnefield Reporting Persons that are entities are each separate and distinct entities with different beneficial owners (whether designated as limited partners or stockholders).

 

WCM, a New York limited liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized under the laws of the Cayman Islands. Messrs. Obus and Landes are citizens of the United States of America.

 

The business address of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

 

(d) and (e). During the last five years, none of the Wynnefield Reporting Persons had been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $1,860,115 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

 

 
 

 

CUSIP No. 522015106

 

 

 

13D Page 10 of 14

 

Item 4. Purpose of the Transaction

 

On July 20, 2015, the Wynnefield Reporting Persons sent a letter to Dr. David C. Collins, the Issuer’s Chairman and Chief Executive Officer, for distribution to the Issuer’s Board of Directors (the “Board”), stating that the Wynnefield Reporting Persons would support the Issuer commencing a “going private” transaction but only at a fair price that benefits all of the Issuer’s stockholders. The Wynnefield Reporting Persons also warned the Board and Dr. Collins not to try to use the delisting of the Issuer’s shares of Common Stock from The NASDAQ Global Market as the first step in a scheme to “go dark”, and facilitate the Issuer voluntarily delisting its shares of Common Stock and terminating its public reporting obligations under the Securities Exchange Act of 1934. A copy of the Wynnefield Reporting Persons’ letter dated July 20, 2015, is filed herewith and attached hereto as Exhibit 2 and is incorporated by reference herein. Any description herein of the Wynnefield Reporting Persons’ letter dated July 20 , 2015, is qualified in its entirely by reference to the attached Exhibit 2.

 

Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.

 

Item 5. Interest in Securities of the Issuer.

 

(a), (b) and (c) As of July 20, 2015, the Wynnefield Reporting Persons beneficially owned in the aggregate 715,000 shares of Common Stock, constituting 5.4% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 13,224,349 shares outstanding as of May 4, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2015, filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2015.

 

The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

 

Name Number of Common Stock Percentage of Outstanding Common Stock
Wynnenfield Partners I 345,615  2.6%
Wynnefield Partners 215,517   1.6%
Wynnefield Offshore 153,868   1.2%
     

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

 

 
 

 

CUSIP No. 522015106

 

 

 

13D Page 11 of 14

 

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

 

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 715,000 shares of Common Stock, constituting 5.4% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 13,224,349 shares outstanding as of May 4, 2015, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2015, filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2015.

 

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

 

 
 

 

CUSIP No. 522015106

 

 

 

13D Page 12 of 14

 

The Wynnefield Reporting Persons have acquired shares of Common Stock during the last 60 days as follows:

 

Name Date Number of Shares Price
Wynnefield Partners I 5/20/2015 13,199 $1.21
Wynnefield Partners I 5/21/2015 2,615 $1.28
Wynnefield Partners I 5/28/2015 5 $1.35
Wynnefield Partners I 5/29/2015 25,755 $1.35
Wynnefield Partners I 6/4/2015 3,113 $1.35
Wynnefield Partners I 6/5/2015 3,185 $1.35
Wynnefield Partners I 6/8/2015 51 $1.35
Wynnefield Partners I 6/9/2015 2,673 $1.34
Wynnefield Partners I 6/10/2015 5,392 $1.35
Wynnefield Partners I 6/11/2015 101 $1.35
Wynnefield Partners I 6/12/2015 1,162 $1.34
Wynnefield Partners I 6/15/2015 2,716 $1.35
Wynnefield Partners I 6/16/2015 1,114 $1.34
Wynnefield Partners I 6/24/2015 6,925 $1.43
Wynnefield Partners I 6/25/2015 5,993 $1.45
Wynnefield Partners I 6/26/2015 9,515 $1.44
Wynnefield Partners I 7/14/2015 24,955 $1.05
Wynnefield Partners 5/20/2015 7,929 $1.28
Wynnefield Partners 5/21/2015 1,571 $1.28
Wynnefield Partners 5/28/2015 3 $1.35
Wynnefield Partners 5/29/2015 15,458 $1.35
Wynnefield Partners 6/4/2015 1,865 $1.35
Wynnefield Partners 6/5/2015 1,908 $1.35
Wynnefield Partners 6/8/2015 30 $1.35
Wynnefield Partners 6/9/2015 1,599 $1.34
Wynnefield Partners 6/10/2015 3,225 $1.35
Wynnefield Partners 6/11/2015 61 $1.35
Wynnefield Partners 6/12/2015 695 $1.34
Wynnefield Partners 6/15/2015 1,625 $1.35
Wynnefield Partners 6/16/2015 666 $1.34
Wynnefield Partners 6/24/2015 4,142 $1.43
Wynnefield Partners 6/25/2015 3,586 $1.45
Wynnefield Partners 6/26/2015 5,696 $1.44
Wynnefield Partners 7/14/2015 15,515 $1.05
Wynnefield Offshore 5/20/2015 4,972 $1.28
Wynnefield Offshore 5/21/2015 985 $1.28
Wynnefield Offshore 5/28/2015 2 $1.35
Wynnefield Offshore 5/29/2015 9,687 $1.35
Wynnefield Offshore 6/4/2015 1,172 $1.35
Wynnefield Offshore 6/5/2015 1,197 $1.35
Wynnefield Offshore 6/8/2015 19 $1.35
Wynnefield Offshore 6/9/2015 1,007 $1.34
Wynnefield Offshore 6/10/2015 2,033 $1.35
Wynnefield Offshore 6/11/2015 38 $1.35
Wynnefield Offshore 6/12/2015 438 $1.34
Wynnefield Offshore 6/15/2015 1,024 $1.35
Wynnefield Offshore 6/16/2015 420 $1.34
Wynnefield Offshore 6/24/2015 2,608 $1.43
Wynnefield Offshore 6/25/2015 2,251 $1.45
Wynnefield Offshore 6/26/2015 3,574 $1.44
Wynnefield Offshore 7/14/2015 9,530 $1.05

 

(d) and (e). Not Applicable.

 

 
 

 

CUSIP No. 522015106

 

 

 

13D Page 13 of 14

 

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1      Joint Filing Agreement, dated as of July 20, 2015

 

Exhibit 2      Letter, dated July 20, 2015 to David Collins, Chairman and CEO of Learning Tree International, Inc.

 

 
 

 

CUSIP No. 522015106

 

 

 

13D Page 14 of 14

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

 

Dated: July 20, 2015

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC,

its General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC,

its General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.,

its Investment Manager

 

By: /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually

 

 

 

EX-99.1 2 v415085_ex99-1.htm EX-99.1

 

 

EXHIBIT 1

 

SCHEDULE 13D JOINT FILING AGREEMENT

 

The undersigned hereby agree that this Schedule 13D (the “Schedule 13D”) with respect to the common stock of Learning Tree International, Inc., and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated: July 20, 2015

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

By: Wynnefield Capital Management, LLC,

its General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

By: Wynnefield Capital Management, LLC,

its General Partner

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

By: Wynnefield Capital, Inc.,

its Investment Manager

 

By: /s/ Nelson Obus

Nelson Obus, President

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

 

 

WYNNEFIELD CAPITAL, INC.

 

By: /s/ Nelson Obus

Nelson Obus, President

 

/s/ Nelson Obus

Nelson Obus, Individually

 

/s/ Joshua Landes

Joshua Landes, Individually

 

 

 
EX-99.2 3 v415085_ex99-2.htm EX-99.2

 

July 20, 2015 EXHIBIT 2

 

Dr. David C. Collins

Chairman and Chief Executive Officer

Learning Tree International, Inc.

1805 Library Street

Reston, VA 20190

 

FOR IMMEDIATE DISTRIBUTION TO THE BOARD OF DIRECTORS

 

Dear Dr. Collins,

 

Wynnefield Capital Management, LLC, together with its affiliates (collectively, “Wynnefield”), are long-time investors and owners of five percent of the outstanding shares of common stock of Learning Tree International, Inc. (the “Company”).

 

In Item 4 of the amended Schedule 13D filed by Dr. David C. Collins with the Securities and Exchange Commission (the “SEC”) on May 18, 2015, it was disclosed that the Company’s Board of Directors (the “Board”) has requested that Dr. Collins purchase the remaining outstanding shares of the Company’s common stock in a “going private” transaction.

 

Wynnefield supports this effort by the Board to bring an end to the unfortunate downhill ride on which Dr. Collins has taken the Company’s stockholders since December of 2007 when the Company’s common stock traded above $22.50 per share to where it traded on July 17, 2015 – $1.01 – 95% below that price.

 

Given the vastly reduced market capitalization of the Company and the ongoing costs of being a public company, Wynnefield would support a “going private” transaction but only at a fair price that benefits all of the Company’s stockholders. With the Company’s shares selling at net cash, this price should be at a meaningful premium to the current market price per share of the Company’s common stock, especially given the Company’s continued success in winning government contracts.

 

Only July 13, 2015, the Company issued a press release announcing that its shares of common stock would be delisted from The NASDAQ Global Market for failure to meet the Global Market’s listing requirements, despite the fact the Company received NASDAQ’s deficiency notice on May 20, 2015. The deficiency notice contained a number of measures that the Company could pursue to cure this deficiency and avoid delisting as well as a method to obtain a 180 day extension. Yet, the Company failed to take any of the remedial actions available to avoid being delisted. Could this be a play to allow you to steal the Company at a bargain price? We hope not though the Company’s shares of common stock caved another 18% to an all-time low on the news.

 

The Company’s Annual Report on Form 10-K for the year ended October 3, 2014 states that there are only 49 record holders of the Company’s common stock and 634 stockholders whose stock is held by a nominee. Should the Board’s Special Committee and Dr. Collins fail to agree on a price, this letter serves as a warning to the Board and Dr. Collins not to try to use delisting from The NASDAQ Global Market as the first step in a scheme to “go dark”, and allow the Company to voluntarily delist its shares of common stock and terminate the Company’s public reporting obligations under the Securities Exchange Act of 1934. Wynnefield has a long history of successfully fighting public companies that have attempted to go dark and will do everything in its power to prevent this from happening. Even a successful going dark effort can carry with it reputational risk to the board and executive officers initiating this extremely stockholder unfriendly tactic.

 

 
 

  

In summary, we support the concept of going private at a fair price and urge Dr. Collins and the Board to proceed in a way in which will enable all outside stockholders to monetize their investment for fair and full value.

 

Please feel free to email me directly at nobus@wynnecap.com to set up a time to discuss this further.

 

Very truly yours,

 

Nelson J. Obus, Managing Member

 

Wynnefield Capital Management, LLC