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This filing amends Schedule 13D filed October 6, 2000 (the “Original Filing”), regarding the common stock, $.0001 par value (the “Common Stock”), of Learning Tree International, Inc., a Delaware corporation (the “Company”), as amended by Schedule 13D/A filed February 20, 2003 (“Amendment 1”), as amended by Schedule 13D/A filed February 8, 2005 (“Amendment 2”), as amended by Schedule 13D/A filed October 16, 2006 (“Amendment 3”), as amended by Schedule 13D/A filed September 14, 2012  (“Amendment 4”), as amended by Schedule 13D/A filed December 28, 2012 (“Amendment 5”), as amended by Schedule 13D/A filed January 31, 2013 (“Amendment 6”), as amended by Schedule 13D/A filed February 25, 2013 (“Amendment 7”), as amended by Schedule 13D/A filed February 27, 2013 (“Amendment 8”), as amended by Schedule 13D/A filed March 11, 2013 (“Amendment 9”), as amended by Schedule 13D/A filed February 17, 2015 (“Amendment 10”), as amended by Schedule 13D/A filed May 18, 2015 (“Amendment 11”), as amended by Schedule 13D/A filed October 13, 2015 (“Amendment 12”), as amended by Schedule 13D/A filed December 12, 2015 (“Amendment 13”), as amended by 13D/A filed August 15, 2016 (“Amendment 14”),  as amended by Schedule 13D/A filed January 17, 2018 (“Amendment 15”), and as further amended by Schedule 13D/A filed May 14, 2018 (“Amendment 16,” and, collectively, with the Original Filing, Amendment 1, Amendment 2, Amendment 3, Amendment 4, Amendment 5, Amendment 6, Amendment 7, Amendment 8, Amendment 9, Amendment 10, Amendment 11, Amendment 12, Amendment 13, Amendment 14, Amendment 15 and Amendment 16,  the “Prior Filings”).  The Prior Filings are hereby amended as set forth below.  References should be made to the Prior Filings for additional information.  Terms with initial capital letters not defined in this Amendment No. 17 are used with the meanings assigned to them in the Prior Filings. This Amendment No. 17 constitutes the final amendment to the Schedule 13D and constitutes an “exit filing” for each of the Reporting Persons.

 

Item 4.  Purpose of Transaction

 

Item 4 is hereby amended and supplemented by adding the following:

As previously disclosed, on January 16, 2018, Dr. David C. Collins and Mrs. Mary C. Collins informed the Board of Directors of the Company that they had engaged Kerlin Capital Group to assist them in connection with a review of their investment in the Company and that the Reporting Persons had reached the determination to seek to reduce their ownership in the Company by selling or otherwise disposing of some or all of their shares in the Company,  and may engage in discussions with third parties regarding the same. Accordingly, working cooperatively with the Company, the Reporting Persons have engaged in discussions and negotiations with the Kevin Ross Gruneich Legacy Trust (the “Trust”) regarding a sale of all of their shares in the Company.

On June 29, 2018, the Trust, the Reporting Persons and the Company entered into a Securities Purchase Agreement (the “Agreement”), pursuant to which the Reporting Persons transferred and sold 7,495,332 shares of Common Stock, representing all of the Common Stock beneficially owned by the Reporting Persons, to the Trust for an aggregate purchase price of $7,495,332. The Agreement is attached hereto as Exhibit 1 and incorporated herein by reference. Pursuant to the Agreement, the purchase price was paid on June 29, 2018, and the Reporting Persons ceased to have beneficial ownership (including both economic rights and voting power). The Reporting Persons continue to have record ownership of such shares until such shares are transferred to the Trust as required by the Agreement. The Agreement contains customary representations, warranties and covenants of the parties thereto, respectively, and the Reporting Persons and the Trust have agreed to indemnify each other against certain losses resulting from breaches of their respective representations, warranties and covenants. In addition, the Reporting Persons have agreed to indemnify the Trust against certain losses resulting from breaches of the Company’s representations and warranties and indemnify the Company against certain third party claims. Further, the Agreement provides for (i) the resignation of Dr. Collins as the Chairman of the Board of the Company and (ii) the resignations of Dr. and Mrs. Collins as directors, officers, employees and consultants of the Company and its subsidiaries, as applicable.  After giving effect to the transactions contemplated by the Agreement, the Reporting Persons no longer beneficially own any of the Company’s Common Stock. Additional information about the Agreement is set forth in response to Item 5 and is incorporated herein by reference. The foregoing summary is qualified in its entirety by the full text of the Agreement, which is attached hereto as Exhibit 1 and incorporated herein by reference.

Simultaneously with the consummation of the transactions contemplated by the Agreement, and as a condition to the consummation of  the Agreement, the Trust and the Company entered into a Line of Credit Agreement that provides the Company with a line of credit of up to $5,000,000 subject to the terms and conditions set forth therein (the “Credit Agreement”). Additional information about the Credit Agreement is set forth in the Company’s Current Report on Form 8-K filed on July 2, 2018.

In addition, as previously disclosed, on May 10, 2018, Dr. Collins, Mrs. Collins and the Company entered into an Expense Reimbursement Agreement whereby Dr. and Mrs. Collins agreed to reimburse the Company for certain of its legal fees and independent committee meeting fees that were incurred by the Company in connection with the Reporting Persons’ exploration of the

 

 

 

 

sale or other disposition of some or all of their shares in the Company (the “Sale Exploration”) in an amount of $85,000 if no share sale transaction was consummated and $175,000 if a share sale transaction was consummated.  On June 29, 2018, Dr. and Mrs. Collins and the Company entered into an amendment to their Expense Reimbursement Agreement whereby Dr. and Mrs. Collins agreed to reimburse the Company for all of its transaction expenses, including, without limitation, its attorneys’ fees, accounting fees, consulting fees, filing fees, Board Committee meeting fees and other out-of-pocket expenses that were incurred by the Company relating to the Sale Exploration, the sale of the Reporting Persons’ shares in the Company to the Trust, and the Company’s negotiation and documentation of the Credit Agreement in an amount equal to $402,186, which was paid concurrently with the consummation of the sale of shares and the Credit Agreement transactions.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented by adding the following:

(a), (b)   As of the date hereof, each of the Reporting Persons beneficially owns 0 shares of Common Stock, representing 0.0% of the Company’s outstanding Common Stock, although the Reporting Persons continue to have record ownership of such shares until such shares are transferred to the Trust as required by the Agreement attached hereto as Exhibit 1 and incorporated herein by reference.

(c)   On June 29, 2018, the Reporting Persons entered into the Agreement, pursuant to which the Reporting Persons transferred and sold 7,495,332 shares of Common Stock, representing all of the Common Stock beneficially owned by the Reporting Persons, to the Trust for an aggregate purchase price of $7,495,332, or $1.00 per share of Common Stock. Except as set forth in the immediately preceding sentence, there have been no transactions in the shares of Common Stock during the sixty days prior to the date hereof by the Reporting Persons.

(d)   Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 7,495,332 shares of Common Stock formerly beneficially owned by the Reporting Persons.

(e)   The Reporting Persons ceased to be the beneficial owners of the shares of Company Common Stock previously owned by them on June 29, 2018, pursuant to the Agreement attached hereto as Exhibit 1 and incorporated herein by reference, and in connection with the transaction described in Item 4 hereof, which description is incorporated herein by reference.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following:

The response to Item 4 of this Amendment No. 17 is incorporated herein by reference.

Item 7.  Material to Be Filed as Exhibits

Exhibit 99.(A):  Agreement Relating to Joint Filing.

 

Exhibit 1: Securities Purchase Agreement, dated as of June 29, 2018, by and between the Reporting Persons, the Trust and the Company.

 

Exhibit 2: First Amendment to the Expense Reimbursement Agreement, dated as of June 29, 2018, by and among Dr. David C. Collins, Mary C. Collins and Learning Tree International, Inc.

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