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
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
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
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