-----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, EkBJz6UgYSVbkGFNKulw6AoNFs96QiSsQiU3brM83cFhsUhTKnDrT7n5vYiJM/OE xIlYrDdG6wCiYl6QHtf5vA== 0001207017-05-000024.txt : 20050214 0001207017-05-000024.hdr.sgml : 20050214 20050214121221 ACCESSION NUMBER: 0001207017-05-000024 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 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: 1001 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47083 FILM NUMBER: 05605606 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: LAZARD ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001207017 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126326235 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 r13galearningtree04.htm r13galearningtree

SCHEDULE 13G/A

CUSIP No: 522015106

1)NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Lazard Asset Management LLC

2)CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)o (b)o

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: 1,296,067

6)SHARED VOTING POWER: -

7)SOLE DISPOSITIVE POWER: 1,378,567

8)SHARED DISPOSITIVE POWER:

9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,378,567

10)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o

11)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.1%

12)TYPE OF REPORTING PERSON: IA

Item 1(a). Name of Issuer:

Learning Tree International

Item 1(b). Address of Issuer's Principal Executive Offices:

6053 West Century Boulevard

Los Angeles, CA 90045

Item 2(a). Name of Person Filing: Lazard Asset Management LLC

Item 2(b). Address of Principal Business Office or, if None, Residence:

30 Rockefeller Plaza

New York, New York 10112

Item 2(c):Citizenship: Delaware Limited Liability Company

Item 2(d):Title of Class of Securities: Common Stock

Item 2(e):CUSIP Number: 522015106

Item 3:If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

o (a) Broker or Dealer Registered Under Section 15 of the Act
    • (e) Investment Adviser registered under section 203 of the Investment Advisers Act of 1940
  • Item 4: Ownership.

(a)Amount beneficially owned: 1,378,567

(b)percent of class: 8.1%

(c)Number of shares as to which such person has:

(i)Sole power to vote or to direct the vote: 1,296,067

(ii)Shared power to vote or to direct the vote:

(iii)Sole power to dispose or to direct the disposition of: 1,378,567

(iv)Shared power to dispose or to direct the disposition of:

Item 5:Ownership of Five Percent or Less of a Class: Not applicable

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

Clients of the Reporting Person have the right to receive dividends and proceeds of sale of the securities reported on this Schedule. To the knowledge of the Reporting Person, no such person has an interest relating to more than five percent of the class of such securities.

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: Not applicable

Item 9:Notice of Dissolution of Group:Not applicable

Item 10:Certification.

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

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: February 10, 2005

_________________________

John H. Blevins

Senior Vice President

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