Schedule 13D Amendment #1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M1MjtIzMvWGSVL1JaGF910phG9GwCH09KmzIjwvufUt09ecR3HaAj1Ud3XXNEWmq AWGC29EM0dILJoiOTjnq4w== 0000898430-03-001631.txt : 20030220 0000898430-03-001631.hdr.sgml : 20030220 20030219192000 ACCESSION NUMBER: 0000898430-03-001631 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030220 GROUP MEMBERS: DCMA HOLDINGS LP GROUP MEMBERS: MARY C. ADAMS GROUP MEMBERS: THE COLLINS FAMILY FOUNDATION GROUP MEMBERS: THE PEGASUS FOUNDATION 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: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47083 FILM NUMBER: 03573536 BUSINESS ADDRESS: STREET 1: 6053 W CENTURY BLVD CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 3104179700 MAIL ADDRESS: STREET 1: 6053 W CENTURY BLVD CITY: LOS ANGELES STATE: CA ZIP: 90045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLLINS DAVID C CENTRAL INDEX KEY: 0001024644 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6053 W CENTURY BLVD STREET 2: C/O LEARNING TREE INTERNATIONAL INC CITY: LOS ANGELES STATE: CA ZIP: 90045-0028 BUSINESS PHONE: 3103422205 MAIL ADDRESS: STREET 1: 6053 W CENTURY BLVD STREET 2: C/O LEARNING TREE INTERNATIONAL INC CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT #1 Schedule 13D Amendment #1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

LEARNING TREE INTERNATIONAL, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

522015 10 6

(CUSIP Number)

Mary C. Adams, Assistant Secretary

Learning Tree International, Inc.

6053 Century Blvd.

Los Angeles, CA 90045-0028

(310) 342-2229

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

February 19, 2003

(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. x

CUSIP No. 522015 10 6


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). David C. Collins

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds (See Instructions) Not Applicable

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

1,475,150

8. Shared Voting Power

2,652,998

9. Sole Dispositive Power

1,475,150

10. Shared Dispositive Power

2,652,998

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,331,788

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 24.9%

14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 522015 10 6


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mary C. Adams

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds (See Instructions) Not applicable

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

203,640

8. Shared Voting Power

2,652,998

9. Sole Dispositive Power

203,640

10. Shared Dispositive Power

2,652,998

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,331,788

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 24.9%

14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 522015 10 6


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). DCMA Holdings, LP, Tax ID #95-4731724

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds (See Instructions) Not applicable

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization California

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

2,147,070

8. Shared Voting Power

9. Sole Dispositive Power

2,147,070

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,147,070

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 12.3%

14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 522015 10 6


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). The Pegasus Foundation, Tax ID #95-4834973

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds (See Instructions) Not applicable

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization California

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

255,000

8. Shared Voting Power

9. Sole Dispositive Power

255,000

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 255,000

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 1.4%

14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 522015 10 6


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). The Collins Family Foundation, Tax ID #95-4618828

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds (See Instructions) Not applicable

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization California

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

198,320

8. Shared Voting Power

9. Sole Dispositive Power

198,320

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 198,320

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 1.1%

14.	Type of Reporting Person (See Instructions) CO

Item 1. Security and Issuer

This filing amends a 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”). References should be made to the Original Filing for additional information. Terms with initial capital letters not defined in this Amendment No. 1 are used with the meanings assigned to them in the Original Filing.

Item 2. Identity and Background

This statement is being filed by the following persons (the “Reporting Persons”): David C. Collins, Mary C. Adams (Dr. Collins and Ms. Adams are husband and wife and Ms. Adams is also known under her married name of Mary C. Collins), DCMA Holdings, LP (“DCMA”), a family limited partnership of which Dr. Collins and Ms. Adams are the general partners, The Pegasus Foundation (“The Pegasus Foundation”), a charitable supporting organization of which Dr. Collins and Ms. Adams are minority trustees, and The Collins Family Foundation (“The Collins Foundation”), a private charitable foundation of which Dr. Collins and Ms. Adams are the directors. The principal address of each of the Reporting Persons is 2814 Motor Avenue, Los Angeles, California 90064. Dr. Collins is Chairman of the Board of Directors and Chief Executive Officer of the Company. Ms. Adams is the Company’s Vice President – Administration and Investor Relations and Assistant Secretary. During the past five years, none of the Reporting Persons has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. Each of Dr. Collins and Ms. Adams is a citizen of the United States, DCMA is a California limited partnership, The Pegasus Foundation is a California trust and The Collins Foundation is a California corporation.

Item 3. Source and Amount of Funds or Other Consideration

Not Applicable.

Item 4. Purpose of Transaction

On February 19, 2003, each of Dr. Collins, DCMA, The Pegasus Foundation and The Collins Foundation (each a “Participating Person”) put in place a five year liquidity program (each, a “Plan”) for the diversification of their assets. The Plans become effective on May 15, 2003. Each of the Plans provides for a number shares of Common Stock to be sold each quarter based on the trading price of the Common Stock. No sales will be made under the Plans in any quarter unless the price of the Common Stock exceeds $12.50, with escalating number of shares to be sold each quarter with increasing prices of the Common Stock increases. For example, if the price of the Common Stock were $15 per share in a quarter, the Participating Persons would sell a total of 20,000 shares under the Plans (less than one half of one percent of the current beneficial holdings of the Participating Persons); if the price of the Common Stock were $30 per share in a quarter, the Participating Persons would sell a total of 60,000 shares under the Plans in a quarter (approximately 1.4% of the current beneficial holdings of the Participating Persons). Although the Plans for the Pegasus Foundation and the Collins Family Foundation cover all of their shares under their Plans, the Plans of DCMA and Dr. Collins cover a maximum of an aggregate of 500,000 shares (approximately 11.5% of the current beneficial holdings of these persons). Each Participating Person retains full power to amend or cancel its Plan without any consent of any other Reporting Person. The Plans do not affect the rights of each Reporting Person to vote their shares of Common Stock.

Item 5. Interest in Securities of the Issuer

A. According to the Company’s Quarterly Report on Form 10-Q filed February 12, 2003, 17,388,008 shares of Common Stock were outstanding as of February 3, 2003. Dr. Collins and Ms. Adams each beneficially own (within the meaning of the rules under Section 13 of the Securities Exchange Act of 1934) 4,331,788 shares of Common Stock, which represent approximately 24.9% of the outstanding Common Stock. Dr. Collins’ and Ms. Adams’ beneficial ownership is set forth below:

Capacity	David C. Collins	Mary C. Adams
As separate property (held by each in living trusts)	1,475,150	197,640
As options vested or vesting within 60 days, held as separate property	0	6,000
As trustees under the Collins Family Community Property Trust	52,608	52,608
By attribution of shares and options constituting the separate property of spouse ¹	203,640	1,475,150
As general partner of DCMA ²	2,147,070	2,147,070
As director of The Collins Foundation ²	198,320	198,320
As minority trustee of the Pegasus Foundation ²	255,000	255,000

Total	4,331,788	4,331,788

(1)

Each of Dr. Collins and Ms. Adams disclaims beneficial ownership of the shares held as the separate property of the other.

(2)

Each of Dr. Collins and Ms. Adams disclaims beneficial ownership of these shares.

B. Dr. Collins has sole voting and dispositive power with respect to the 1,475,150 shares owned as his separate property. Ms. Adams has sole voting and dispositive power with respect to the 197,640 shares owned as her separate property and would have sole voting and dispositive power with respect to any shares acquired under her employee option. Dr. Collins and Ms. Adams each has shared voting and dispositive power with respect to the aggregate of 2,652,998 shares owned by the Collins Family Community Property Trust, DCMA, The Collins Foundation and The Pegasus Foundation.

	David C. Collins	Mary C. Adams
Sole Voting and Dispositive Power	1,475,150	203,640
Shared Voting and Dispositive Power	2,652,998	2,652,998

C. The only transactions effected by the Reporting Persons in the Common Stock during the 60 days prior to the date of this amendment are as follows: On December 23, 2002, pursuant to terms of its partnership agreement, DCMA distributed (i) 109 shares of Common Stock to each of its general partners, David C. Collins and Mary C. Adams, and (ii) 21,500 shares of Common Stock to its limited partner. Also on December 23, 2002 (i) pursuant to the terms of its trust instrument, The Collins Family Trust 99-1 distributed 10,715 shares of Common Stock to each of David C. Collins and Mary C. Adams; and (ii) each of David C. Collins and Mary C. Adams contributed 10,824 shares of Common Stock to The David C. and Mary C. Collins Family Trust. None of these transfers involved any consideration.

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

No change from Original Filing, except for the Plans as set forth under Item 4.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.(A) 10b5-1 Plan dated as of February 19, 2003.

Exhibit 99.(B) 10b5-1 Plan dated as of February 19, 2003.

Exhibit 99.(C) 10b5-1 Plan dated as of February 19, 2003.

Exhibit 99.(D) 10b5-1 Plan dated as of February 19, 2003.

Exhibit 99.(E) Agreement relating to Joint Filing.

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.

February 19, 2003



		/s/ DAVID C. COLLINS
		David C. Collins


		/s/ MARY C. ADAMS
		Mary C. Adams

DCMA Holdings, L.P.

By:		/s/ MARY C. COLLINS
		Mary C. Collins Its General Partner

THE PEGASUS FOUNDATION

By:		/s/ DAVID C. COLLINS
		David C. Collins Its Trustee

THE COLLINS FAMILY FOUNDATION

By:		/s/ Mary C. Collins
		Mary C. Collins Its President

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-99.(A) 3 dex99a.htm 10B5-1 PLAN DATED AS OF FEBRUARY 19, 2003. 10b5-1 Plan dated as of February 19, 2003.

EXHIBIT 99.(A)

Trading Plan

(SEC Rule l0b5-1)

This Trading Plan is entered into as of February 19, 2003 (the “Signing Date”) effective as of May 15, 2003 between the David C. Collins Trust (“Client”) and Charles Schwab & Co., Inc. (“Broker”).

A. Client, The Pegasus Foundation (“Pegasus”), The Collins Family Foundation (“Collins Foundation”) and DCMA Holdings LP (“DCMA”) (until the Trading Plan of such person terminates, a “Participating Person”) collectively hold an aggregate of approximately four million shares of the common stock (the “Stock”) of Learning Tree International, Inc. (“Issuer”), which constitutes a significant portion of the assets of the Participating Persons.

B. Each of Pegasus and the Collins Foundation are charitable organizations which have been advised to sell their holdings of Stock over time in order to assist in their charitable mission. In connection with certain estate planning decisions, Client and DCMA have been advised to undertake some diversification of their assets.

C. In accordance with the requirements of SEC Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Participating Persons wish to establish an orderly method to sell a limited number of shares of Stock over the next five years. The Participating Persons wish to sell relatively little Stock at current prices, but intend to sell more at higher prices. Overall, this plan only covers approximately a quarter of the Participating Persons’ current holdings of Stock over the five-year period.

D. Client has or will deposit shares of Stock in Account #4147-0367 (the “Account”) maintained with Broker.

NOW, THEREFORE, Client and Broker agree as follows:

1. Trade Instructions. Client hereby instructs Broker to effect sales of shares of Stock of Issuer from or into the Account in accordance with the attached Appendix A to Trading Plan (“Appendix A”). If Client specifies a date for trading which is a weekend or holiday, the trade shall not take place until the opening of regular market trading hours on the next trading day.

2. Term. This Trading Plan shall become effective on May 15, 2003 (the “Trading Plan Effective Date”) and shall terminate on the earlier of (1) June 30, 2008; (2) the sale by Client of a maximum of 300,000 shares under this Trading Plan; (3) the date Broker receives notice of the liquidation, dissolution, bankruptcy or insolvency of Client; or (4) termination of this Trading Plan in accordance with section 7(b) or section 15 hereof.

3. Representations and Warranties. Client represents and warrants that as of the Signing Date:

(a) Client is not aware of any material nonpublic information concerning Issuer or any of its securities (including the Stock) and is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.

(b) Client is permitted to sell or purchase Stock in accordance with Issuer’s insider trading policies and has obtained the approval of Issuer’s counsel to enter into this Trading Plan.

(c) There are no legal, regulatory, contractual or other restrictions applicable to the trades contemplated under this Trading Plan that would interfere with Broker’s ability to execute trades and effect delivery and settlement of such trades on behalf of Client (collectively, “Client Trading Restrictions”).

4. Intent to Comply with Rule 10b5-1(c). It is Client’s intent that this Trading Plan comply with the requirements of Rule 10b5-1(c), and this Trading Plan shall be interpreted to comply with such requirements.

5. Rule 144.

(a) Broker agrees to conduct all sales of Stock in accordance with the manner-of-sale requirements of Rule 144. Broker further agrees not to effect any sale of Stock that would exceed the amount limitation under Rule 144, assuming Broker’s sales of Stock are the only sales subject to such limitation. Client agrees not to take, and to cause any person or entity with which Client would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or ( e ) of Rule 144 not to take, any action that would cause sales of Stock by Broker not to comply with Rule 144.

(b) Client agrees to provide Broker with five executed copies of Form 144, which Broker shall complete and file on behalf of Client in the event of sales of Stock under this Trading Plan. Each Client understands and agrees that such Form 144 will include in the remarks section the following statement: “The shares covered by this Form 144 are being sold pursuant to a Rule 10b5-1 trading plan dated February 19, 2003, which plan is intended to comply with Rule 10b5-1, and the representation regarding the seller’s lack of knowledge of material nonpublic information is as of the date of the trading plan.”

(c) Client shall disclose to Broker all trading plans involving the Stock established by Client at other firms that would be effective at any time during the period this Trading Plan is in effect and all trading activity involving the Stock that occurs during such period or which occurs within 90 days prior to the commencement of such period.

(d) Client agrees to notify Broker immediately if there is any change in the employment or affiliate or non-affiliate status of the Client or Dr. Collins or Ms. Adams.

6. Section 13 or 16 Filings. Client acknowledges and agrees that Client is responsible for making all filings, if any, required under Section 13 or Section 16 of the Exchange Act (and the rules and regulations thereunder) with respect to trades pursuant to this Trading Plan. In order to permit Client to comply with these laws, Broker will comply with its notification procedures set out in the Broker Instruction/Representation letter signed by the parties.

7. Market Disruptions and Trading Restrictions.

(a) Client understands that Broker may not be able to effect a trade, in whole or in part, due to a market disruption or a legal, regulatory or contractual restriction applicable to Broker or any other event or circumstance. Client also understands that Broker may be unable to effect a trade consistent with ordinary principles of best execution due to insufficient volume of trading,

failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the trade date specified in Appendix A. As soon as reasonably practicable after the cessation or termination of any such market disruption, restriction event or circumstance, Broker shall resume effecting trades in accordance with the express provisions of this Trading Plan which are then applicable. Trades that are not executed as the result of any such market disruption, restriction, event or circumstance shall not be deemed to be a part of this Trading Plan.

(b) If Issuer enters into a transaction or any other event occurs that results, in Issuer’s good faith determination, in the imposition of any Client Trading Restrictions, such as a stock offering requiring an affiliate lock-up, Client and Issuer shall promptly, but in no event later than three days prior to the date of the remaining trade(s) specified in Appendix A, provide Broker notice of such restrictions. With respect to any Client Trading Restrictions for which Client and Issuer have given Broker notice, Broker shall stop effecting trades under this Trading Plan, and this Trading Plan shall thereupon terminate. In such case, Seller, Broker and (for purposes of acknowledgment) Issuer shall cooperate to establish a new trading plan in accordance with the requirements of Rule 10b5-1 (c).

8. Hedging Transactions. While this Trading Plan is in effect, Client agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the Stock (including, without limitation, with respect to any securities convertible into or exchangeable for Stock, or any option or other right to purchase or sell Stock or such convertible or exchangeable securities).

9. Intentionally deleted.

10. Compliance with Laws and Rules. Client understands and agrees that it is the responsibility of Client, and not Broker or Issuer, to determine whether this Trading Plan meets the requirements of Rule 10b5-1(c) and any other applicable federal or state laws or rules.

11. Entire Trading Plan. This Trading Plan constitutes the entire trading plan between Client and Broker and supersedes and replaces any prior instructions under Rule 10b5-1 from Client to Broker with respect to the sale or purchase of shares from or into the Account, as the case may be.

12. Notices and Other Communications. Any notices required or permitted to be given by Issuer and/or Client under this Trading Plan shall be provided in writing by fax, signed by Client and Issuer and confirmed by telephone (Attn: Priority Team, Fax 415 636 3959; Tel. 800 239 2506). With respect to any Client Trading Restrictions, Client and Issuer shall provide Broker notice of the anticipated duration of such restrictions, but shall not provide Broker information about the nature of such restrictions or any other information about such restrictions. Further, in no event shall Client or Issuer, at any time while this Trading Plan is in effect, communicate any material nonpublic information concerning Issuer or its securities (including the Stock) to Broker. Further, Client shall not at any time attempt to exercise any influence over how, when or whether to effect trades or allocation of trades under this Trading Plan or the related trading plans of the other Participating Persons.

13. Third Party Beneficiary. Client intends Issuer to be a third party beneficiary of each and every representation and warranty contained in this Trading Plan to the fullest extent necessary to enable Issuer to be fully protected from direct or indirect liability in connection with this Trading Plan.

14. Governing Law. This Trading Plan shall be governed by and construed in accordance with the laws of the state of California, as applied to agreements made and wholly performed in the State of California.

15. Amendments and Termination. This Trading Plan may be amended, modified or terminated only by a written instrument signed by Client and Broker and acknowledged by Issuer (except as provided in section 7(b) hereof). Client acknowledges and understands that any amendment to, or modification of, this Trading Plan shall be deemed to constitute the creation of a new trading plan. Accordingly, Client shall be required to restate and reaffirm, as of the date of such amendment or modification, each of the representations and warranties contained in section 3 of this Trading Plan.

Client understands and agrees that Broker shall have no responsibility or liability whatsoever with respect to any termination by Client of this Trading Plan. Further, Client agrees to indemnify and hold harmless Broker from and against any and all liabilities, claims or costs (including, without limitation, legal costs and reasonable attorneys’ fees) caused by Client’s termination of this Trading Plan, except to the extent any such liabilities, claims or costs are caused by Broker’s negligence or willful misconduct.

16. Counterparts. This Trading Plan may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have signed this Trading Plan as of the Signing Date.

DAVID C. COLLINS TRUST		CHARLES SCHWAB & CO., INC.

By:	/s/ DAVID C. COLLINS	By:	/s/ ROBERT STAHL
Name:	David C. Collins	Name:	Robert Stahl
Title:	Trustee	Title:	Director
ACKNOWLEDGED: Learning Tree International, Inc.

By:	/s/ GARY R. WRIGHT
Name:	Gary R. Wright
Title:	Chief Financial Officer

Appendix A to Trading Plan

(SEC Rule 10b5-1)

For Sale of Restricted or Control Stock

[Instructions for Sale or Purchase of Stock of Issuer]

Client Information:

(a) The shares of the Participating Persons may be deemed to be owned by one or more officers/directors/10% owners of the Issuer.

(b) Each of the undersigned have been notified by Issuer that it may be deemed an “affiliate,” as defined in Rule 144 of the Securities Act of 1933.

Quarterly Orders. On the first day of each Trading Window during the Term of the Trading Plan, Client and the other Participating Persons hereby instruct Broker to enter the orders set forth below. Each order will be good until filled or until the end of the Trading Window. The orders in each quarter are intended to be cumulative, so that if (for example) the price exceeds $22.50 during a Trading Window, aggregate orders for the Participating Persons covering up to 40,000 shares will be triggered of which 20,000 shares must be sold for a price of at least $12.50; 10,000 shares must be sold for a price of at least $17.50, and 10,000 shares must be sold for at least $22.50. A quarterly “Trading Window” will begin on the 15^th day of February, May and August and on the 30^th of November and end on the 15^th day of the next month (March, June, September and December, respectively). All trades for the Participating Persons under this Appendix A will be placed in a master account numbered 0872-4549 and upon execution will be allocated among the Participating Persons as follows: the first 20,000 shares sold in any quarter will be allocated as nearly as equally as possible to The Pegasus Foundation and The Collins Family Foundation so long as either is still selling shares under its Trading Plan. Sales in excess of 20,000 shares in any quarter will be allocated as nearly as equally as possible among all the Participating Persons on the date of sale.

Date Order Placed

Buy or Sell

Number of Shares

Original Purchase Date

Nature of Acquisition

Limit Price

Duration of Order

Opening of Trading Window

Sell

20,000

> 1 year

Founder

12.50

Close of Trading Window

Opening of Trading Window

Sell

10,000

> 1 year

Founder

17.50

Close of Trading Window

Opening of Trading Window

Sell

10,000

> 1 year

Founder

22.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

27.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

32.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

37.50

Close of Trading Window

Opening of Trading Window

Sell

100,000

> 1 year

Founder

42.50

Close of Trading Window

Opening of Trading Window

Sell

200,000

> 1 year

Founder

47.50

Close of Trading Window

•

Share amounts/prices listed shall be increased or decreased to reflect stock splits or other similar changes in Issuer’s capitalization that may occur prior to execution of the trades.

•

All orders are on a “not held” basis.

•

Limit price orders are at the limit price or better, beginning at the opening of regular market trading hours at the opening of the Trading Window and expiring at the close of regular market trading hours on close of the Trading Window.

Name of Client: The Pegasus Foundation

Name of Client: The Collins Family Foundation

Name of Client: DCMA Holdings, L.P.

By:

/s/ DAVID C. COLLINS

By:

/s/ MARY C. COLLINS

By:

/s/ MARY C. COLLINS

Name: David C. Collins

Title: Trustee

Name: Mary Collins

Title: President

Name: Mary Collins

Title: General Partner

Account number: 1144-3391

Date: February 19, 2003

Name of Client: David C. Collins Trust

Account number: 9111-1767

Date: February 19, 2003

Accepted by: Charles Schwab & Co., Inc.

Account number: 8063-7798

Date: February 19, 2003

Acknowledged by: Learning Tree International, Inc.

By:

/s/ DAVID C. COLLINS

By:

/s/ ROBERT STAHL

By:

/s/ GARY R. WRIGHT

Name: David C. Collins

Title: Trustee

Name: Robert Stahl

Title: Director

Name: Gary R. Wright

Title: Chief Financial Officer

Account number: 4147-0367

Date: February 19, 2003

Date:

February 19, 2003

Date:

February 19, 2003

EX-99.(B) 4 dex99b.htm 10B5-1 PLAN DATED AS OF FEBRUARY 19, 2003. 10b5-1 Plan dated as of February 19, 2003.

EXHIBIT 99.(B)

Trading Plan

(SEC Rule l0b5-1)

This Trading Plan is entered into as of February 19, 2003 (the “Signing Date”) effective as of May 15, 2003 between The Pegasus Foundation (“Client”) and Charles Schwab & Co., Inc. (“Broker”).

A. Client, DCMA Holdings LP (“DCMA”), The Collins Family Foundation (“Collins Foundation”) and the David C. Collins Trust (“Collins”) (until the Trading Plan of such person terminates, a “Participating Person”) collectively hold an aggregate of approximately four million shares of the common stock (the “Stock”) of Learning Tree International, Inc. (“Issuer”), which constitutes a significant portion of the assets of the Participating Persons.

B. Each of Client and the Collins Foundation are charitable organizations which have been advised to sell their holdings of Stock over time in order to assist in their charitable mission. In connection with certain estate planning decisions, DCMA and Collins have been advised to undertake some diversification of their assets.

D. Client has or will deposit shares of Stock in Account #1144-3391 (the “Account”) maintained with Broker.

NOW, THEREFORE, Client and Broker agree as follows:

1. Trade Instructions. Client hereby instructs Broker to effect sales of shares of Stock of Issuer from or into the Account in accordance with the attached Appendix A to Trading Plan (“Appendix A”). If Client specifies a date for trading which is a weekend or holiday, the trade shall not take place until the opening of regular market trading hours on the next trading day.

2. Term. This Trading Plan shall become effective on May 15, 2003 (the “Trading Plan Effective Date”) and shall terminate on the earlier of (1) June 30, 2008; (2) the sale by Client of a maximum of 255,000 shares under this Trading Plan; (3) the date Broker receives notice of the liquidation, dissolution, bankruptcy or insolvency of Client; or (4) termination of this Trading Plan in accordance with section 7(b) or section 15 hereof.

3. Representations and Warranties. Client represents and warrants that as of the Signing Date:

(b) Client is permitted to sell or purchase Stock in accordance with Issuer’s insider trading policies and has obtained the approval of Issuer’s counsel to enter into this Trading Plan.

4. Intent to Comply with Rule 10b5-1(c). It is Client’s intent that this Trading Plan comply with the requirements of Rule 10b5-1(c), and this Trading Plan shall be interpreted to comply with such requirements.

5. Rule 144.

(d) Client agrees to notify Broker immediately if there is any change in the employment or affiliate or non-affiliate status of the Client or Dr. Collins or Ms. Adams.

6. Section 13 or 16 Filings. Client acknowledges and agrees that Client is responsible for making all filings, if any, required under Section 13 or Section 16 of the Exchange Act (and the rules and regulations thereunder) with respect to trades pursuant to this Trading Plan. In order to permit Client to comply with these laws, Broker will comply with its notification procedures set out in the Broker Instruction/Representation letter signed by the parties.

7. Market Disruptions and Trading Restrictions.

8. Hedging Transactions. While this Trading Plan is in effect, Client agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the Stock (including, without limitation, with respect to any securities convertible into or exchangeable for Stock, or any option or other right to purchase or sell Stock or such convertible or exchangeable securities).

9. Intentionally deleted.

10. Compliance with Laws and Rules. Client understands and agrees that it is the responsibility of Client, and not Broker or Issuer, to determine whether this Trading Plan meets the requirements of Rule 10b5-1(c) and any other applicable federal or state laws or rules.

11. Entire Trading Plan. This Trading Plan constitutes the entire trading plan between Client and Broker and supersedes and replaces any prior instructions under Rule 10b5-1 from Client to Broker with respect to the sale or purchase of shares from or into the Account, as the case may be.

12. Notices and Other Communications. Any notices required or permitted to be given by Issuer and/or Client under this Trading Plan shall be provided in writing by fax, signed by Client and Issuer and confirmed by telephone (Attn: Priority Team, Fax 415 636 3959; Tel. 800 239 2506). With respect to any Client Trading Restrictions, Client and Issuer shall provide Broker notice of the anticipated duration of such restrictions, but shall not provide Broker information about the nature of such restrictions or any other information about such restrictions. Further, in no event shall Client or Issuer, at any time while this Trading Plan is in effect, communicate any material nonpublic information concerning Issuer or its securities (including the Stock) to Broker. Further, Client shall not at any time attempt to exercise any influence over how, when or whether to effect trades or allocation of trades under this Trading Plan or the related trading plans of the other Participating Persons.

13. Third Party Beneficiary. Client intends Issuer to be a third party beneficiary of each and every representation and warranty contained in this Trading Plan to the fullest extent necessary to enable Issuer to be fully protected from direct or indirect liability in connection with this Trading Plan.

14. Governing Law. This Trading Plan shall be governed by and construed in accordance with the laws of the state of California, as applied to agreements made and wholly performed in the State of California.

15. Amendments and Termination. This Trading Plan may be amended, modified or terminated only by a written instrument signed by Client and Broker and acknowledged by Issuer (except as provided in section 7(b) hereof). Client acknowledges and understands that any amendment to, or modification of, this Trading Plan shall be deemed to constitute the creation of a new trading plan. Accordingly, Client shall be required to restate and reaffirm, as of the date of such amendment or modification, each of the representations and warranties contained in section 3 of this Trading Plan.

16. Counterparts. This Trading Plan may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have signed this Trading Plan as of the Signing Date.

THE PEGASUS FOUNDATION		CHARLES SCHWAB & CO., INC.

By:	/s/ MARY COLLINS	By:	/s/ ROBERT STAHL
Name:	Mary Collins	Name:	Robert Stahl
Title:	Trustee	Title:	Director

ACKNOWLEDGED:

LEARNING TREE INTERNATIONAL, INC.

By:		/s/ GARY R. WRIGHT
Name:		Gary R. Wright
Title:		Chief Financial Officer

Appendix A to Trading Plan

(SEC Rule 10b5-1)

For Sale of Restricted or Control Stock

[Instructions for Sale or Purchase of Stock of Issuer]

Client Information:

(a) The shares of the Participating Persons may be deemed to be owned by one or more officers/directors/10% owners of the Issuer.

(b) Each of the undersigned have been notified by Issuer that it may be deemed an “affiliate,” as defined in Rule 144 of the Securities Act of 1933.

Date Order Placed

Buy or

Sell

Number of

Shares

Original

Purchase Date

Nature of

Acquisition

Limit

Price

Duration of Order

Opening of Trading Window

Sell

20,000

> 1 year

Founder

12.50

Close of Trading Window

Opening of Trading Window

Sell

10,000

> 1 year

Founder

17.50

Close of Trading Window

Opening of Trading Window

Sell

10,000

> 1 year

Founder

22.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

27.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

32.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

37.50

Close of Trading Window

Opening of Trading Window

Sell

100,000

> 1 year

Founder

42.50

Close of Trading Window

Opening of Trading Window

Sell

200,000

> 1 year

Founder

47.50

Close of Trading Window

•

Share amounts/prices listed shall be increased or decreased to reflect stock splits or other similar changes in Issuer’s capitalization that may occur prior to execution of the trades.

•

All orders are on a “not held” basis.

•

Name of Client: The Pegasus Foundation

Name of Client: The Collins Family Foundation

Name of Client: DCMA Holdings, L.P.

By:

/s/ DAVID C. COLLINS

By:

/s/ MARY COLLINS

By:

/s/ MARY COLLINS

Name: David C. Collins

Name: Mary Collins

Title: Trustee

Title: President

Title: General

Account number: 1144-3391	Account number: 9111-1767	Account number: 8063-7798
Date: February 19, 2003	Date: February 19, 2003	Date: February 19, 2003
Name of Client: David C. Collins Trust	Accepted by: Charles Schwab & Co., Inc.	Acknowledged by: Learning Tree International, Inc.

By:

/s/ DAVID C. COLLINS

By:

/s/ ROBERT STAHL

By:

/s/ GARY R. WRIGHT

Name: David C. Collins

Name: Robert Stahl

Name: Gary R. Wright

Title: Trustee

Title: Director

Title: Chief Financial Officer

Account number: 4147-0367
Date: February 19, 2003		Date: February 19, 2003		Date: February 19, 2003

EX-99.(C) 5 dex99c.htm 10B5-1 PLAN DATED AS OF FEBRUARY 19, 2003. 10b5-1 Plan dated as of February 19, 2003.

EXHIBIT 99.(C)

Trading Plan

(SEC Rule l0b5-1)

This Trading Plan is entered into as of February 19, 2003 (the “Signing Date”) effective as of May 15, 2003 between The Collins Family Foundation (“Client”) and Charles Schwab & Co., Inc. (“Broker”).

A. Client, The Pegasus Foundation (“Pegasus”), DCMA Holdings LP (“DCMA”) and the David C. Collins Trust (“Collins”) (until the Trading Plan of such person terminates, a “Participating Person”) collectively hold an aggregate of approximately four million shares of the common stock (the “Stock”) of Learning Tree International, Inc. (“Issuer”), which constitutes a significant portion of the assets of the Participating Persons.

B. Each of Pegasus and Client are charitable organizations which have been advised to sell their holdings of Stock over time in order to assist in their charitable mission. In connection with certain estate planning decisions, DCMA and Collins have been advised to undertake some diversification of their assets.

D. Client has or will deposit shares of Stock in Account #9111-1767 (the “Account”) maintained with Broker.

NOW, THEREFORE, Client and Broker agree as follows:

2. Term. This Trading Plan shall become effective on May 15, 2003 (the “Trading Plan Effective Date”) and shall terminate on the earlier of (1) June 30, 2008; (2) the sale by Client of a maximum of 198,320 shares under this Trading Plan; (3) the date Broker receives notice of the liquidation, dissolution, bankruptcy or insolvency of Client; or (4) termination of this Trading Plan in accordance with section 7(b) or section 15 hereof.

3. Representations and Warranties. Client represents and warrants that as of the Signing Date:

(b) Client is permitted to sell or purchase Stock in accordance with Issuer’s insider trading policies and has obtained the approval of Issuer’s counsel to enter into this Trading Plan.

5. Rule 144.

(d) Client agrees to notify Broker immediately if there is any change in the employment or affiliate or non-affiliate status of the Client or Dr. Collins or Ms. Adams.

7. Market Disruptions and Trading Restrictions.

9. Intentionally deleted.

IN WITNESS WHEREOF, the parties hereto have signed this Trading Plan as of the Signing Date.

The Collins Family Foundation		Charles Schwab & Co., Inc.

By:	/s/ MARY COLLINS	By:	/s/ ROBERT STAHL
Name:	Mary Collins	Name:	Robert Stahl
Title:	President	Title:	Director

ACKNOWLEDGED: Learning Tree International, Inc.

By:		/s/ GARY R. WRIGHT
Name:		Gary R. Wright
Title:		Chief Financial Officer

Appendix A to Trading Plan

(SEC Rule 10b5-1)

For Sale of Restricted or Control Stock

[Instructions for Sale or Purchase of Stock of Issuer]

Client Information:

(a) The shares of the Participating Persons may be deemed to be owned by one or more officers/directors/10% owners of the Issuer.

(b) Each of the undersigned have been notified by Issuer that it may be deemed an “affiliate,” as defined in Rule 144 of the Securities Act of 1933.

Date Order Placed

Buy or Sell

Number of Shares

Original Purchase Date

Nature of Acquisition

Limit Price

Duration of Order

Opening of Trading Window

Sell

20,000

> 1 year

Founder

12.50

Close of Trading Window

Opening of Trading Window

Sell

10,000

> 1 year

Founder

17.50

Close of Trading Window

Opening of Trading Window

Sell

10,000

> 1 year

Founder

22.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

27.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

32.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

37.50

Close of Trading Window

Opening of Trading Window

Sell

100,000

> 1 year

Founder

42.50

Close of Trading Window

Opening of Trading Window

Sell

200,000

> 1 year

Founder

47.50

Close of Trading Window

•

Share amounts/prices listed shall be increased or decreased to reflect stock splits or other similar changes in Issuer’s capitalization that may occur prior to execution of the trades.

•

All orders are on a “not held” basis.

•

Name of Client: The Pegasus Foundation

Name of Client: The Collins Family Foundation

Name of Client: DCMA Holdings, L.P.

By:

/s/ DAVID C. COLLINS

By:

/s/ MARY COLLINS

By:

/s/ MARY COLLINS

Name: David C. Collins

Title: Trustee

Name: Mary Collins

Title: President

Name: Mary Collins

Title: General Partner

Account number: 1144-3391

Date: February 19, 2003

Name of Client: David C. Collins Trust

Account number: 9111-1767

Date: February 19, 2003

Accepted by: Charles Schwab & Co., Inc.

Account number: 8063-7798

Date: February 19, 2003

Acknowledged by: Learning Tree International, Inc.

By:

/s/ DAVID C. COLLINS

By:

/s/ ROBERT STAHL

By:

/s/ GARY R. WRIGHT

Name: David C. Collins

Title: Trustee

Name: Robert Stahl

Title: Director

Name: Gary R. Wright

Title: Chief Financial Officer

Account number: 4147-0367

Date: February 19, 2003

Date:

February 19, 2003

Date:

February 19, 2003

EX-99.(D) 6 dex99d.htm 10B5-1 PLAN DATED AS OF FEBRUARY 19, 2003. 10b5-1 Plan dated as of February 19, 2003.

EXHIBIT 99.(D)

Trading Plan

(SEC Rule l0b5-1)

This Trading Plan is entered into as of February 19, 2003 (the “Signing Date”) effective as of May 15, 2003 between DCMA Holdings LP (“Client”) and Charles Schwab & Co., Inc. (“Broker”).

A. Client, The Pegasus Foundation (“Pegasus”), The Collins Family Foundation (“Collins Foundation”) and the David C. Collins Trust (“Collins”) (until the Trading Plan of such person terminates, a “Participating Person”) collectively hold an aggregate of approximately four million shares of the common stock (the “Stock”) of Learning Tree International, Inc. (“Issuer”), which constitutes a significant portion of the assets of the Participating Persons.

B. Each of Pegasus and the Collins Foundation are charitable organizations which have been advised to sell their holdings of Stock over time in order to assist in their charitable mission. In connection with certain estate planning decisions, Client and Collins have been advised to undertake some diversification of their assets.

D. Client has or will deposit shares of Stock in Account #8063-7798 (the “Account”) maintained with Broker.

NOW, THEREFORE, Client and Broker agree as follows:

2. Term. This Trading Plan shall become effective on May 15, 2003 (the “Trading Plan Effective Date”) and shall terminate on the earlier of (1) June 30, 2008; (2) the sale by Client of a maximum of 200,000 shares under this Trading Plan; (3) the date Broker receives notice of the liquidation, dissolution, bankruptcy or insolvency of Client; or (4) termination of this Trading Plan in accordance with section 7(b) or section 15 hereof.

3. Representations and Warranties. Client represents and warrants that as of the Signing Date:

(b) Client is permitted to sell or purchase Stock in accordance with Issuer’s insider trading policies and has obtained the approval of Issuer’s counsel to enter into this Trading Plan.

5. Rule 144.

(d) Client agrees to notify Broker immediately if there is any change in the employment or affiliate or non-affiliate status of the Client or Dr. Collins or Ms. Adams.

7. Market Disruptions and Trading Restrictions.

9. Intentionally deleted.

IN WITNESS WHEREOF, the parties hereto have signed this Trading Plan as of the Signing Date.

DCMA Holdings LP		Charles Schwab & Co., Inc.

By:	/s/ MARY COLLINS	By:	/s/ ROBERT STAHL
Name:	Mary Collins	Name:	Robert Stahl
Title:	General Partner	Title:	Director

ACKNOWLEDGED:

Learning Tree International, Inc.

By:	/s/ GARY R. WRIGHT
Name:	Gary R. Wright
Title:	Chief Financial Officer

Appendix A to Trading Plan

(SEC Rule 10b5-1)

For Sale of Restricted or Control Stock

[Instructions for Sale or Purchase of Stock of Issuer]

Client Information:

(a) The shares of the Participating Persons may be deemed to be owned by one or more officers/directors/10% owners of the Issuer.

(b) Each of the undersigned have been notified by Issuer that it may be deemed an “affiliate,” as defined in Rule 144 of the Securities Act of 1933.

Quarterly Orders. On the first day of each Trading Window during the Term of the Trading Plan, Client and the other Participating Persons hereby instruct Broker to enter the orders set forth below. Each order will be good until filled or until the end of the Trading Window. The orders in each quarter are intended to be cumulative, so that if (for example) the price exceeds $22.50 during a Trading Window, aggregate orders for the Participating Persons covering up to 40,000 shares will be triggered of which 20,000 shares must be sold for a price of at least $12.50; 10,000 shares must be sold for a price of at least $17.50, and 10,000 shares must be sold for at least $22.50. A quarterly “Trading Window” will begin on the 15^th day of February, May and August and on the 30^th of November and end on the 15^th day of the next month (March, June, September and December, respectively). All trades for the Participating Persons under this Appendix A will be placed in a master account numbered 0872-4549 and upon execution will be allocated among the Participating Persons as follows: the first 20,000 shares sold in any quarter will be allocated as nearly as equally as possible to The Pegasus Foundation and The Collins Family Foundation so long as either is still selling shares under its Trading Plan. Sales in excess of 20,000 shares in any quarter will be allocated as nearly as equally as possible among all the Participating Persons on the date of sale.

Date Order Placed

Buy or Sell

Number of Shares

Original Purchase
Date

Nature of Acquisition

Limit Price

Duration of Order

Opening of Trading Window

Sell

20,000

> 1 year

Founder

12.50

Close of Trading Window

Opening of Trading Window

Sell

10,000

> 1 year

Founder

17.50

Close of Trading Window

Opening of Trading Window

Sell

10,000

> 1 year

Founder

22.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

27.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

32.50

Close of Trading Window

Opening of Trading Window

Sell

20,000

> 1 year

Founder

37.50

Close of Trading Window

Opening of Trading Window

Sell

100,000

> 1 year

Founder

42.50

Close of Trading Window

Opening of Trading Window

Sell

200,000

> 1 year

Founder

47.50

Close of Trading Window

•

Share amounts/prices listed shall be increased or decreased to reflect stock splits or other similar changes in Issuer’s capitalization that may occur prior to execution of the trades.

•

All orders are on a “not held” basis.

•

Name of Client: The Pegasus Foundation

Name of Client: The Collins Family Foundation

Name of Client: DCMA Holdings, L.P.

By:

/s/ DAVID C. COLLINS

By:

/s/ MARY COLLINS

By:

/s/ MARY COLLINS

Name: David C. Collins

Name: Mary Collins

Title: Trustee

Title: President

Title: General Partner

Account number: 1144-3391

Date: February 19, 2003

Name of Client: David C. Collins Trust

Account number: 9111-1767

Date: February 19, 2003

Accepted by: Charles Schwab & Co., Inc.

Account number: 8063-7798

Date: February 19, 2003

Acknowledged by: Learning Tree International,
Inc.

By:

/s/ DAVID C. COLLINS

By:

/s/ ROBERT STAHL

By:

/s/ GARY R. WRIGHT

Name: David C. Collins

Name: Robert Stahl

Name: Gary R. Wright

Title: Trustee

Title: Director

Title: Chief Financial Officer

Account number: 4147-0367

Date: February 19, 2003

EX-99.(E) 7 dex99e.htm AGREEMENT RELATING TO JOINT FILING. Agreement relating to Joint Filing.

EXHIBIT 99.(E)

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.0001, of Learning Tree International, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings. As contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated as of February 19, 2003.	DCMA Holdings, L.P.

	By:	/s/ MARY C. COLLINS
	Name	Mary C. Collins
	Title	General Partner

	The Pegasus Foundation

	By:	/s/ DAVID C. COLLINS
	Name	David C. Collins
	Title	Trustee

	/s/ DAVID C. COLLINS
	David C. Collins

	/s/ MARY C. ADAMS
	Mary C. Adams

	The Collins Family Foundation

	By:	/s/ MARY C. COLLINS
	Name	Mary C. Collins
	Title	President

-----END PRIVACY-ENHANCED MESSAGE-----