-----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, ACOF4V35MJtXOB3DSD9reLI6CbLg1O8JyRHW/EfL0QfdaGoLC0pBo62pUC8Z2Waq 9gnnuhPh1+kzURksN0u+Iw== 0000935836-02-000303.txt : 20020723 0000935836-02-000303.hdr.sgml : 20020723 20020723112111 ACCESSION NUMBER: 0000935836-02-000303 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020723 GROUP MEMBERS: ALEXANDER M. SEAVER GROUP MEMBERS: BRADLEY R. KENT 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47083 FILM NUMBER: 02708242 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: STADIUM CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001105087 IRS NUMBER: 770500018 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 430 COWPER ST STREET 2: STE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6503214000 MAIL ADDRESS: STREET 1: 430 COWPER ST STREET 2: STE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 lt13g.htm

SEC 1745

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ___________)

 

LEARNING TREE INTERNATIONAL

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

522015106

(CUSIP Number)

 

July 15, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[XXX] Rule 13d-1(b)

[XXX] Rule 13d-1(c)

[ ] Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 

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

Stadium Capital Management, LLC

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

(a) XXX

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power -0-

6. Shared Voting Power 1,162,100

7. Sole Dispositive Power -0-

8. Shared Dispositive Power 1,162,100

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,162,100

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

11. Percent of Class Represented by Amount in Row (11) 6.2%

12. Type of Reporting Person (See Instructions)

OO

IA

________

 

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

Stadium Capital Partners, L.P.

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

(a) ______
(b) XX

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power -0-

6. Shared Voting Power 1,031,500

7. Sole Dispositive Power -0-

8. Shared Dispositive Power 1,031,500

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,031,500

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

11. Percent of Class Represented by Amount in Row (11) 5.5%

12. Type of Reporting Person (See Instructions)

PN

________

________

 

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

Alexander M. Seaver

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

(a) XXX

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization United States

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power -0-

6. Shared Voting Power 1,162,100

7. Sole Dispositive Power -0-

8. Shared Dispositive Power 1,162,100

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,162,100

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

11. Percent of Class Represented by Amount in Row (11) 6.2%

12. Type of Reporting Person (See Instructions)

IN

________

________

 

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

Bradley R. Kent

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

(a) XXX

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization United States

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With

5. Sole Voting Power -0-

6. Shared Voting Power 1,162,100

7. Sole Dispositive Power -0-

8. Shared Dispositive Power 1,162,100

9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,162,100

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

11. Percent of Class Represented by Amount in Row (11) 6.2%

12. Type of Reporting Person (See Instructions)

IN

________

 

Item 1.

(a) Name of Issuer

Learning Tree International

(b) Address of Issuer's Principal Executive Offices

6053 W. Century Blvd, Los Angeles, CA 90045

Item 2.

(a) The names of the persons filing this statement are:

Stadium Capital Partners, L.P. a California limited partnership ("SCP"),
Stadium Capital Management, LLC, a Delaware limited liability company ("SCM"),
Alexander M. Seaver ("Seaver")
Bradley R. Kent ("Kent")
(collectively, the "Filers").

SCP is filing this statement jointly with the other Filers, but not as a member of a group and expressly disclaims membership in a group.

(b) The principal business office of the Filers is located at:

430 Cowper St., Suite 200, Palo Alto, CA 94301

(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.

(d) This statement relates to shares of common stock of the Issuer (the "Stock").

(e) The CUSIP number of the Issuer is: 522015106

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) [XXX] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)

(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

SCM is an investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. Seaver and Kent are the Managing Members of SCM. SCM is the general partner of and investment adviser to SCP.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Item 2(a) of this Schedule.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification.

The following Certification is made by SCM, Kent and Seaver.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

The following Certification is made by SCP.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or 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.

Dated: July 22, 2002

 

 

STADIUM CAPITAL MANAGEMENT, LLC

By: Bradley R. Kent, Manager

STADIUM CAPITAL PARTNERS, L.P.

By: Stadium Capital Management, LLC
General Partner

By: Bradley R. Kent, Manager

 

Bradley R. Kent

 

Alexander M. Seaver

 

 

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