UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 5, 2002
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Learning Tree International, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-27248 95-3133814
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(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) file number identification No.)
6053 West Century Boulevard, Los Angeles, CA 90045
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 417-9700
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Item 4. Changes in Registrant's Certifying Accountant.
On April 5, 2002, Learning Tree International, Inc. ("Learning Tree") dismissed
Arthur Andersen LLP ("Arthur Andersen") who had previously acted as Learning
Tree's independent auditor. Learning Tree engaged Ernst & Young LLP ("Ernst &
Young") as its new independent auditors to audit the financial statements of
Learning Tree for the fiscal year ending September 30, 2002, as well as to
perform timely reviews of its fiscal 2002 second and third quarter results. This
decision was approved by Learning Tree's Board of Directors upon the
recommendation of its Audit Committee.
During Learning Tree's two most recent fiscal years ended September 30, 2000 and
2001 and the subsequent interim period through April 5, 2002:
1. There were no disagreements between Learning Tree and Arthur
Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Arthur Andersen's satisfaction,
would have caused Arthur Andersen to make a reference to the subject
matter of the disagreement in connection with its reports;
2. None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred; and
3. Neither Learning Tree nor anyone on its behalf consulted with Ernst
& Young regarding the application of accounting principles to a
specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on Learning Tree's consolidated
financial statements, or any other matters or reportable events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The audit reports of Arthur Andersen on the consolidated financial statements of
Learning Tree as of and for Learning Tree's two most recent fiscal years ended
September 30, 2000 and 2001 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
A letter from Arthur Andersen is attached hereto as Exhibit 16.1
Item 7. Financial Statements and exhibits.
c) Exhibits.
16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEARNING TREE INTERNATIONAL, INC.
Dated: April 9, 2002 By: /s/ Gary R. Wright
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Gary R. Wright
Chief Financial Officer and Secretary