UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.         Security and Issuer

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” ), and as further amended by Schedule 13D/A filed October 16, 2006 (“Amendment 3” and, collectively, with the Original Filing, Amendment 1, and Amendment 2, the “Prior Filings”).  References should be made to the Prior Filings for additional information.  Terms with initial capital letters not defined in this Amendment No. 4 are used with the meanings assigned to them in the Prior Filings.

Item 2.         Identity and Background

This statement is being filed by the following persons (the “Reporting Persons”):  David C. Collins, Mary C. Collins (Dr. Collins and Mrs. Collins are husband and wife and Mrs. Collins is also sometimes known under her maiden name of Mary C. Adams), DCMA Holdings, LP (“DCMA”), a family limited partnership of which Dr. Collins and Mrs. Collins are the general partners, The Adventures in Learning Foundation formerly known as The Pegasus Foundation (“Adventures in Learning”), a charitable support organization of which Dr. Collins and Mrs. Collins are minority trustees, and The Collins Family Foundation (the “Collins Family Foundation”), a private charitable foundation of which Dr. Collins and Mrs. Collins are the directors.  The principal address of each of the Reporting Persons is 3876 Learning Tree Lane, Delaplane, Virginia 20144.  Dr. Collins is Chairman of the Board of Directors and Chief Executive Officer of the Company.  On February 15, 2007, Mrs. Collins retired from her positions as the Company’s Chief Administrative Officer and 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 Mrs. Collins is a citizen of the United States, DCMA is a California limited partnership, Adventures in Learning is a California trust and the Collins Family Foundation is a California corporation.

Item 3.         Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following:

It is anticipated that the Proposed Transaction (as defined in Item 4 below) would be financed through personal funds contributed to an acquisition vehicle formed by the Reporting Persons.  The summary of the Letter (as defined in Item 4 below) and the Proposed Transaction set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.

Item 4.         Purpose of Transaction

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

On September 14, 2012, Dr. Collins and Mrs. Collins (together with their affiliates, the “Collins Parties”) delivered a letter and non-binding term sheet (the “Letter”) to the Board of Directors of the Company (the “Board”) expressing the Collins Parties’ interest in acquiring all of the outstanding equity of the Company not already owned by them for $5.25 per share in cash (the “Proposed Transaction”).

As further described in the Letter, given Dr. Collins’ involvement, the Collins Parties anticipate that an independent committee of the Board will review the Collins Parties’ proposal.  The Collins Parties have informed the Board that they are not interested in selling their shares of Common Stock or considering other strategic transactions involving the Company.  The Letter contemplates that the Proposed Transaction will be structured as a two step merger consisting of a cash tender offer to purchase the outstanding equity of the Company not already owned by the Collins Parties for $5.25 per share, followed by a cash merger at the same price to the Company’s stockholders as in the tender offer.  Because of the sufficiency of the Collins Parties’ existing financial resources, consummation of the Proposed Transaction would not be subject to a financing contingency.  No binding obligation on the part of the Collins Parties or the Company will arise with respect to the Proposed Transaction unless and until a definitive agreement satisfactory to both the Collins Parties and the Company is executed and delivered.

A copy of the Letter is filed as Exhibit 99.1 to this Amendment No. 4, and is incorporated by reference into this Item 4.

The Reporting Persons intend to have further discussions and other communications with the Company and its Board and may also have discussions and other communications with other persons or entities (including other stockholders of the Company) regarding the Proposed Transaction or any other transaction(s) involving the Company. In the course of such conversations, the Reporting Persons may suggest actions that could result in, among other things, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above.

Item 5.         Interest in Securities of the Issuer

Capacity

David C.
Collins

Mary C.
Collins

As separate property (held by each in a living trust)

1,382,205

177,640

As trustees under the Mary C. and David C. Collins Family Trust

270,000

270,000

By attribution of shares and options constituting the separate property of spouse(1)

177,640

1,382,205

As general partner of DCMA(2)

1,837,141

1,837,141

As director of the Collins Family Foundation(2)

289,918

289,918

As minority trustee of Adventures in Learning(2)

238,323

238,323

Total

4,195,227

4,195,227

(1)

Dr. Collins and Mrs. Collins each disclaim beneficial ownership of the shares held as the separate property of the other.

(2)

Dr. Collins and Mrs. Collins each disclaim beneficial ownership of these shares.

David C. Collins

Mary C. Collins

Sole Voting and Dispositive Power

1,382,205

177,640

Shared Voting and Dispositive Power

2,635,382

2,635,382

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

No change from Prior Filings.

Item 7.         Material to be Filed as Exhibits

Exhibit 99.1:  Letter, dated September 14, 2012, from the Collins Parties to the Board of Directors of Learning Tree International, Inc.

/s/ David C. Collins

David C. Collins

/s/ Mary C. Collins

Mary C. Collins

DCMA HOLDINGS, L.P.

By

/s/ Mary C. Collins

Mary C. Collins

Its General Partner

THE ADVENTURES IN LEARNING 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

Very truly yours,

/s/ David C. Collins

David C. Collins, Ph.D.

/s/ Mary C. Collins

Mary C. Collins

Parties:

(i) Duty & Service, LLC (the “Acquiror”), a company to be formed by the Collins Parties for the purpose of acquiring all of the outstanding common shares, $.0001 par value per share (“Common Shares”), of the Company as contemplated by this Term Sheet (the “Transaction”); and

(ii) the Company.

Purchase Price:

The consideration for the Transaction will be $5.25 per share in cash for all validly issued and outstanding Common Shares, except for those shares already owned by the Collins Parties. The per share consideration will be net to the seller in cash, without interest and subject to any required withholding of taxes. Each exercisable option to acquire the Company’s Common Shares will be canceled in exchange for a cash payment equal to the amount by which the purchase price exceeds the exercise price for such option.

As of the latest Form 10-Q filing for the Company, for the period ending June 29, 2012, the Company had 13,175,255 Common Shares outstanding. As of the date of this Term Sheet, the Collins Parties beneficially own 4,195,227 Common Shares, representing approximately 31% of the Common Shares outstanding.

Structure:

Pursuant to an Agreement and Plan of Merger to be negotiated by the parties, the Transaction will be structured as a two-step merger consisting of (i) a cash tender offer to purchase the Common Shares for $5.25 per share (the “Offer”) followed by, (ii) a cash merger (the “Merger”) of a newly formed Acquiror subsidiary into the Company at the same price to stockholders as in the Offer, with the Company surviving as a wholly-owned subsidiary of Acquiror.

Timing:

The parties will use their best efforts to complete a definitive Agreement and Plan of Merger and any necessary ancillary agreements (the “Definitive Documentation”) by no later than October 31, 2012. The Acquiror shall commence the Offer within 10 business days following execution of the Definitive Documentation and will initially expire on the date that is 20 business days after the Offer is commenced. If the Minimum

Tender Condition (as defined below) is met but the Acquiror owns less than 90% of the Company’s outstanding Common Shares following the consummation of the Offer, the parties shall undertake the drafting of a special meeting proxy statement covering the Merger, which shall be filed with the Securities and Exchange Commission as soon as reasonably practicable but in no event more than 14 days following the purchase by the Acquiror of the tendered shares in the Offer. If required, a special meeting of the Company’s stockholders will be called to vote on the Merger as soon as possible following clearance of the proxy statement with the SEC. It is contemplated that the closing will take place as soon as practicable, but in any event no later than December 31, 2012.

Conditions:

Conditions to closing of the Offer will include the following: (i) there having been validly tendered and not properly withdrawn a number of Common Shares that, together with the Common Shares beneficially owned by Acquiror and its affiliates, constitute at least a majority of the total number of Common Shares then outstanding on a fully diluted basis (the “Minimum Tender Condition”), (ii) receipt of all regulatory approvals, (iii) no material adverse changes in the Company’s business, assets, results of operations or financial condition, (iv) no order, ruling, suit or investigation by any governmental authority prohibiting or seeking to prohibit the Offer or Merger, (v) the accuracy of the Company’s representations and warranties, (vi) the performance of the Company’s covenants in all material respects, and (vii) the Definitive Documentation not having been terminated. The Merger is conditioned on the following: (i) if required by applicable law, Company stockholder approval, (ii) no orders, decrees or rulings are in effect prohibiting the Merger, and (iii) the Acquiror shall have accepted for payment all shares validly tendered and not withdrawn pursuant to the Offer.

Top-Up Option:

The Company will grant to Acquiror an irrevocable right (the “Top-Up Option”) to purchase such number of additional shares from the Company (up to the amount of authorized and unissued shares that are available for issuance under the Company’s charter) that, when added to the number of shares owned by Acquiror following the Offer, will result in Acquiror owning at least 90% of the Company’s outstanding shares on a fully diluted basis (the “Short-Form Threshold”). If the Minimum Tender Condition is met but the number of shares tendered in the Offer is less than the Short-Form Threshold, Acquiror will have the right to exercise the Top-Up Option if doing so would result in Acquiror satisfying the Short-Form Threshold. In the event that Acquiror satisfies the Short-Form Threshold (through the closing of the Offer

and/or pursuant to the exercise of the Top-Up Option), the parties will complete the Transaction pursuant to a “short-form” merger without a meeting of the Company’s stockholders promptly following the closing of the Offer.

Governing Law:

The Definitive Documentation will be governed by Delaware law.

Due Diligence:

Prior to signing the Definitive Documentation, the Acquiror will undertake and complete limited financial, tax, accounting and legal due diligence.

No Financing or Diligence Contingency:

Consummation of the Transaction will not be subject to any financing or diligence conditions.

Customary Reps and Warranties:

The Definitive Documentation will contain customary representations and warranties made by the Company and Acquiror for a transaction of this nature.

Interim Covenants:

The Definitive Documentation will contain covenants and agreements customary for a transaction of this nature.

Employee Retention:

Prior to execution of the Definitive Documentation, certain key employees to be determined by the Collins Parties shall have accepted offers of employment or consulting agreements which will be on terms mutually agreed upon between Acquiror and each such employee, which will be effective upon the closing of the Transaction. The officers and certain other key employees of the Company shall have entered into non-competition and non-solicitation agreements with Acquiror which will be effective for a period of 18 months upon the closing of the Transaction. After the execution of the Definitive Documentation, Acquiror will determine which additional employees will receive employment offers, some of which may be for transitional assignments.

Termination:

Negotiations pertaining to this proposal may be terminated by the Acquiror or the Company at any time without cost or liability.

The Definitive Documentation will contain a customary non-solicitation covenant pertaining to the Company, with a right to consider an unsolicited superior proposal and allowing its board of directors to change its recommendation of the Transaction subject to the Company and its board of directors adhering to specified customary procedures including a limited “fiduciary out” for the Company’s board of directors to accept an unsolicited superior proposal upon payment of a

termination fee to the Acquiror equal to 4% of transaction value plus reimbursement of the Acquiror’s expenses.

Expenses:

Subject to the expense reimbursement contemplated by the preceding paragraph, each of the Acquiror and the Company will bear its own legal, accounting and other expenses in connection with the negotiation and consummation of the Transaction.

Non-Binding Nature:

This is a non-binding term sheet only. The only binding agreements as to the matters described above, if any, will be contained in definitive written agreements to be executed and delivered by the parties. The execution and delivery of any definitive transaction agreements would be subject to the final approval of the board of directors of the Company and by the Collins Parties. The parties shall have no obligation to consummate any transactions unless and until definitive agreements are reached, subject in all respects to the satisfaction of the conditions contained therein, and neither party shall have any liability to the other if the parties fail for any reason to execute definitive agreements, except as may be provided in any binding written agreement between the parties.