Amended Statement of Beneficial Ownership (sc 13d/a)
September 11 2015 - 8:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Learning Tree
International, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
522015106
(CUSIP Number)
Mill Road Capital II, L.P.
Attn: Thomas E. Lynch
382 Greenwich Avenue
Suite One
Greenwich, CT
06830
203-987-3500
With a copy to:
Peter M. Rosenblum, Esq.
Foley Hoag LLP
155
Seaport Blvd.
Boston, MA 02210
617-832-1151
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 10, 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 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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
13D
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CUSIP No. 522015106 |
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Page 2 of 7 Pages |
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1. |
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Names of
Reporting Persons. Mill Road Capital II, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
WC |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
673,504 |
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8. |
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Shared Voting Power
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9. |
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Sole Dispositive Power
673,504 |
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10. |
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Shared Dispositive Power
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
673,504 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 5.1% |
14. |
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Type of Reporting Person (See
Instructions) PN |
13D
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CUSIP No. 522015106 |
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Page 3 of 7 Pages |
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1. |
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Names of
Reporting Persons Mill Road Capital II GP LLC |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
AF |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
673,504 |
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8. |
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Shared Voting Power
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9. |
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Sole Dispositive Power
673,504 |
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10. |
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Shared Dispositive Power
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
673,504 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 5.1% |
14. |
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Type of Reporting Person (See
Instructions) HC; OO |
13D
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CUSIP No. 522015106 |
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Page 4 of 7 Pages |
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1. |
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Names of
Reporting Persons. Thomas E. Lynch |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
AF |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization USA |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
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8. |
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Shared Voting Power
673,504 |
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9. |
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Sole Dispositive Power
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10. |
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Shared Dispositive Power
673,504 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
673,504 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 5.1% |
14. |
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Type of Reporting Person (See
Instructions) HC; IN |
13D
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CUSIP No. 522015106 |
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Page 5 of 7 Pages |
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1. |
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Names of
Reporting Persons. Scott P. Scharfman |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ¨ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
AF |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization USA |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
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8. |
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Shared Voting Power
673,504 |
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9. |
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Sole Dispositive Power
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10. |
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Shared Dispositive Power
673,504 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
673,504 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 5.1% |
14. |
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Type of Reporting Person (See
Instructions) HC; IN |
This Amendment No. 8 to the joint statement on Schedule 13D with respect to the common
stock, $0.0001 par value (the Common Stock), of Learning Tree International, Inc., a Delaware corporation (the Issuer), filed by Thomas E. Lynch, Scott P. Scharfman, Mill Road Capital II GP LLC, a Delaware
limited liability company, and Mill Road Capital II, L.P., a Delaware limited partnership (each of the foregoing filers is referred to herein as a Reporting Person and, collectively, as the Reporting Persons),
as well as other persons reporting on such joint statement, as amended and restated by the Amendment No. 7 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on June 22, 2015 (such filing, as so amended and
restated and as amended herein, the Schedule 13D), amends the Schedule 13D as follows:
1. Item 4 of the Schedule 13D is amended
by inserting the following paragraph after its fourth paragraph:
On September 10, 2015, the Management Company sent the letter
attached hereto as Exhibit 6 to the Issuers board of directors, indicating its interest in consummating a going private transaction at a purchase price of $1.80 per share.
2. Item 7 of the Schedule 13D is amended by adding the following paragraph at its end:
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Exhibit 6 |
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Letter from Mill Road Capital Management LLC to the Board of Directors of Learning Tree International, Inc. dated September 10, 2015. |
3. Except as amended hereby, the Schedule 13D remains in full force and effect.
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.
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DATE: September 11, 2015 |
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MILL ROAD CAPITAL II, L.P. |
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By: |
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Mill Road Capital II GP LLC, |
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its General Partner |
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By: |
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/s/ Thomas E. Lynch |
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Thomas E. Lynch |
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Management Committee Director |
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MILL ROAD CAPITAL II GP LLC |
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By: |
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/s/ Thomas E. Lynch |
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Thomas E. Lynch |
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Management Committee Director |
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THOMAS E. LYNCH |
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By: |
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/s/ Thomas E. Lynch |
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Thomas E. Lynch |
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SCOTT P. SCHARFMAN |
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By: |
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/s/ Thomas E. Lynch |
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Thomas E. Lynch, attorney-in-fact |
Exhibit 6
PRIVATE & CONFIDENTIAL
September 10, 2015
Board of Directors
Learning Tree International, Inc.
1831 Michael Faraday Drive
Reston, VA 20190
Re: Mill Road Capital Indication of
Interest to Take Learning Tree Private at $1.80 Per Share
Members of the Board of Directors:
The private equity funds advised by Mill Road Capital Management, LLC (Mill Road) have been a shareholder of Learning Tree International, Inc.
(Learning Tree or the Company) since 2009. Since then, we have given several indications of interest regarding leading a going private transaction and continue to believe that a sale of the Company is in the best interest of
shareholders, particularly in light of the delisting of the Companys shares from the NASDAQ Global Market.
We have committed substantial time and
effort to understanding Learning Tree, both as a public shareholder and as a participant in the transaction process organized by the Board of Directors in the summer of 2011. We continue to have a serious interest in consummating a going private
transaction, the key terms of which would be:
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Purchase Price. A purchase price of $1.80 per share which represents a premium of 89.5% to the closing share price of $0.95 on September 9, 2015, the last trading day prior to this letter. This price is
based on the assumption that we would be able to negotiate other terms and conditions and related definitive documents of such an acquisition that would be acceptable to us, including securing support for the transaction from key stakeholders of the
Company. |
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Financing. Any potential transaction would not be contingent on external financing. Mill Road Capital II, L.P. which currently holds the Companys shares has approximately $420 million of committed capital.
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Timing. We are prepared to work with you to execute a successful transaction in an expeditious manner. Due to our significant transaction experience, specifically with structures of this type, we are confident in
our ability to execute any transaction expeditiously with minimal disruption to the operations of the business. |
382
Greenwich Avenue, Suite One ● Greenwich, CT 06830 ● (203) 987-3500
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Participation. We are open to the possibility that certain significant shareholders (if any, and to be mutually determined) could participate in a transaction such that they would remain as shareholders in a
private company. In each of our five completed going-private transactions, certain shareholders (including management members) rolled shares into the private company. |
This indication of interest is non-binding. Any binding obligations will be created only by execution and delivery of definitive documents.
Additionally, we would like to acknowledge the amended and supplemented Item 4 provided in the amended 13D filing made by Dr. David C. Collins
on May 19, 2015. We acknowledge the Boards request that Dr. Collins consider purchasing all the remaining shares of stock of the Company. If Dr. Collins does not support our proposed transaction and elects to purchase all
remaining shares, Mill Road could support such a transaction as long as this purchase provides full and fair consideration for the selling shareholders.
We look forward to hearing from you. You may reach me at (203) 987-3505.
Sincerely,
Mill Road Capital Management, LLC
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By: |
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/s/ Justin C. Jacobs |
Name: |
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Justin C. Jacobs |
Title: |
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Management Committee Director |
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