SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)*
Learning Tree International, Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
-------------------------------------------------------
(Title of Class of Securities)
522015106
----------------------------------------------
(CUSIP Number)
Lane Five Capital Management LP
1122 Kenilworth Drive, Suite 313
Towson, MD 21204
Attention: Scott Liotta
Telephone: (443) 921-2060
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 2008
-------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
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 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.)
Page 1 of 9 pages
CUSIP No.: 522015106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lisa O'Dell Rapuano
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
IN
Page 2 of 9 pages
CUSIP No.: 522015106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lane Five Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
PN
Page 3 of 9 pages
CUSIP No.: 522015106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lane Five Capital Management LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
PN
Page 4 of 9 pages
CUSIP No.: 522015106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lane Five Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
OO
Page 5 of 9 pages
CUSIP No.: 522015106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lane Five Partners GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 1,100,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,100,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
OO
Page 6 of 9 pages
ITEM 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the common stock, par value $0.0001 per share (the
"Common Stock"), of Learning Tree International, Inc. (the "Issuer"), with its
principal executive offices located at 1805 Library Street, Reston, VA 20190.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this Statement (the
"Reporting Persons") are: (1) Lane Five Partners LP, a Delaware limited
partnership (the "Fund"); (2) Lane Five Capital Management LP, a Delaware
limited partnership (the "Investment Manager"); (3) Lane Five Capital
Management, LLC, a Maryland limited liability company, the general partner of
the Investment Manager ("IM GP"); (4) Lane Five Partners GP LLC, a Delaware
limited liability company (the "General Partner"); and (5) Lisa O'Dell Rapuano,
a United States Citizen ("Ms. Rapuano"). The Investment Manager serves as the
investment manager of the Fund. The General Partner serves as the general
partner of the Fund. The IM GP serves as the general partner of the Investment
Manager.
The Fund directly owns all of the shares reported in this Statement.
Ms. Rapuano, the Investment Manager, the General Partner and the IM GP may be
deemed to share with the Fund voting and dispositive power with respect to such
shares. Each Reporting Person disclaims beneficial ownership with respect to any
shares other than those owned directly by such Reporting Person.
The principal business of the Fund is that of a private investment
vehicle engaged in investing and trading in a wide variety of securities and
financial instruments for its own account. The principal business of the
Investment Manager is providing investment management services to the Fund and
other investment vehicles. The principal business of the General Partner is
providing management services to the Fund. The principal business of the IM GP
is providing management services to the Investment Manager. Ms. Rapuano's
principal occupation is serving as the Managing Member of the General Partner
and the IM GP.
(d)-(e) During the last five years, none of the Reporting Persons have
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) 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 source and amount of funds including commissions used by the Fund
in making its purchase of the shares of Common Stock owned by it are set forth
below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $ 14,070,029
One or more of the Reporting Persons effect purchases of securities through
margin accounts which may extend margin credit to the Reporting Persons as and
when required to open or carry positions in the margin accounts, subject to
applicable federal margin regulations, stock exchange rules and brokers' credit
policies. In such instances, the positions held in the margin accounts are
pledged as collateral security for the repayment of debit balances in the
accounts.
ITEM 4. Purpose of Transaction.
The Investment Manager has sent a letter to the Board of Directors of
the Issuer dated May 29, 2008, which, among other things, expresses concern
about pursuing a sale of the company at this time. A copy of the letter from the
Investment Manager is attached hereto as Exhibit B. The Investment Manager may
in the future meet with and/or send additional correspondence to the Issuer's
management and Board of Directors.
Page 7 of 9 pages
All of the shares of Common Stock reported herein as being beneficially
owned by the Reporting Persons were acquired for investment purposes. Except as
set forth herein, none of the Reporting Persons has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
ITEM 5. Interest in Securities of the Issuer.
(a) The Fund directly owns 1,100,000 shares of Common Stock,
representing 6.6% of all of the issued and outstanding shares of Common Stock.
The Investment Manager, the General Partner, the IM GP and Ms. Rapuano may each
be deemed to beneficially own the shares of Common Stock held by the Fund. Each
disclaims beneficial ownership of such shares. The amounts set forth in this
response are based on the 16,557,075 shares of Common Stock outstanding as of
May 1, 2008, as reported by the Issuer in its Quarterly Report on Form 10-Q for
the quarterly period ended March 28, 2008.
(b) The Reporting Persons have shared power (with each other and
not with any third party), to vote or direct the vote of and to dispose or
direct the disposition of the 1,100,000 shares of Common Stock reported herein.
(c) No transactions in the Common Stock have been effected by the
Reporting Persons in the last sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
Exhibit B - Letter to Board of Directors of Issuer
Page 8 of 9 pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this Statement is true, complete and correct.
Dated: June 2, 2008
/s/ LISA O'DELL RAPUANO
----------------------------------
Lisa O'Dell Rapuano
Lane Five Capital Management, LLC
By: /s/ LISA O'DELL RAPUANO
------------------------------------
Lisa O'Dell Rapuano, Managing Member
Lane Five Partners LP
By: Lane Five Partners GP LLC, its general partner
By: /s/ LISA O'DELL RAPUANO
------------------------------------
Lisa O'Dell Rapuano, Managing Member
Lane Five Capital Management LP
By: Lane Five Capital Management LLC, its general partner
By: /s/ LISA O'DELL RAPUANO
------------------------------------
Lisa O'Dell Rapuano, Managing Member
Lane Five Partners GP LLC
By: /s/ LISA O'DELL RAPUANO
------------------------------------
Lisa O'Dell Rapuano, Managing Member
Page 9 of 9 pages
EXHIBIT INDEX
Exhibit A - Joint Filing Agreement
Exhibit B - Letter to Board of Directors of Issuer
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock, par value $0.0001 per share, of Learning Tree
International, Inc. dated as of June 2, 2008 is, and any amendments thereto
signed by each of the undersigned shall be, filed pursuant to and in accordance
with the provisions of Rule 13(d)-1(k) under the Securities Exchange Act of
1934, as amended.
Dated: June 2, 2008
/s/ LISA O'DELL RAPUANO
--------------------------------
Lisa O'Dell Rapuano
Lane Five Capital Management, LLC
By: /s/ LISA O'DELL RAPUANO
------------------------------------
Lisa O'Dell Rapuano, Managing Member
Lane Five Partners LP
By: Lane Five Partners GP LLC, its general partner
By: /s/ LISA O'DELL RAPUANO
------------------------------------
Lisa O'Dell Rapuano, Managing Member
Lane Five Capital Management LP
By: Lane Five Capital Management LLC, its general partner
By: /s/ LISA O'DELL RAPUANO
------------------------------------
Lisa O'Dell Rapuano, Managing Member
Lane Five Partners GP LLC
By: /s/ LISA O'DELL RAPUANO
------------------------------------
Lisa O'Dell Rapuano, Managing Member
EXHIBIT B
LETTER TO BOARD OF DIRECTORS OF ISSUER
1122 Kenilworth Drive
Suite 313
Towson, MD 21204
Telephone: (443) 921-2060
[GRAPHIC OMITTED]
Lane Five
Capital Management
May 29, 2008
To the Board of Directors of Learning Tree International:
We are writing to express our disagreement with the Company's decision to put
itself up for sale at this time. We believe the decision is short-sighted and
represents more an effort to provide liquidity to the founders in the short-term
than realization of full or optimal value for the public shareholders in the
long-term. We believe the Company can achieve the founders' goals of liquidity
while preserving the Company as a public entity, thereby allowing public
shareholders to reap the returns we believe are available over the next two to
three years. Selling the company now, prior to realizing any of the benefits of
the ongoing investments in growth, would essentially transfer the return
potential from those investments to the new investor. We believe such an outcome
would be not only profoundly unfair to existing shareholders, but also in
violation of the Board's fiduciary responsibilities.
Lane Five Partners, LP currently owns 1,100,000 shares of Learning Tree,
representing 6.64% of shares outstanding as of the recently filed 10-Q.
According to the most recent SEC filings, we are the Company's single largest
shareholder outside of the founders. As we have mentioned in the past, Lane Five
is truly a long-term investor. We buy companies with the intention of holding
them and earning an adequate return over a three-to-five year period (or
longer). Emblematic of our strategy, we actually charge our investors a
performance fee at the end of each client's three-year holding period, rather
than the end of every calendar year, a highly unusual practice for an investment
management firm.
In conjunction with sending you this letter, we are changing our SEC filing
status to 13-D. As you know, we have a long, productive and collaborative
relationship with management and intend to remain friendly, if possible. We hope
the Board will hear our concerns and views on this topic. However, given the
importance of the outcome to your shareholders, we believe the filing change is
necessary given that our actions are, indeed, intended to influence the Company
to pursue a certain direction in achieving optimal, long-term shareholder value.
We understand that founders Eric Garen and David Collins have given a tremendous
amount to Learning Tree in time, effort, thought, skill and financial
commitment. Indeed, they have given their entire lives, and we are grateful for
their careful guidance over the years. We also understand that at this point in
their lives and careers it no longer makes sense for them to have the bulk of
their net worth tied up in this company, and that the three-year time horizon we
are looking at may be too long for them. We understand that seeing the stock up
from its lows and having the next leg of return from growth initiatives, which
by their very nature include uncertainty and assumptions, may appear to make
this an opportune time for them to sell.
However, we believe the Board may be emphasizing the founders' need for
liquidity over the long-term interest of the Company's public shareholders.
There are numerous ways that we can create liquidity for the founders without
sacrificing the long-term returns to other shareholders in the process.
I would like to discuss these topics, in detail, with the Board. Given the
urgent nature of the situation, I am happy to make myself available for the
Board's next meeting which I understand will take place on June 11th.
Best Regards,
Lisa O'Dell Rapuano, CFA
Founder, Portfolio Manager
Lane Five Capital Management, LP