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Filed Pursuant to Rule 424(A)
Registration No.: 333-42530
Please note this letter is a preliminary prospectus supplement and the
accompanying prospectus is a preliminary prospectus. The information in this
preliminary prospectus supplement and the accompanying preliminary prospectus is
not complete and may be changed. We have sent you this preliminary prospectus
supplement and the accompanying preliminary prospectus for information purposes
only.
We may not sell or accept offers for these securities until the
registration statement, which includes the accompanying preliminary prospectus,
filed with the Securities and Exchange Commission, is effective. After the
registration statement is effective, we will send you a final prospectus, which
will not include the red "subject to completion" legend on the front, and if you
care to make an offer at that time, we will be in a position to accept your
offer. This prospectus supplement and the accompanying prospectus are not an
offer to sell these securities and are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 11, 2000
PRELIMINARY PROSPECTUS SUPPLEMENT TO PRELIMINARY PROSPECTUS DATED JULY 28, 2000
eSYLVAN, INC.
34 Market Place
Baltimore, Maryland 21202
Comer & Swarts, Inc.
9 Madison Ave.
Madison, CT 06443
Dear Comer & Swarts, Inc.:
We are pleased to enclose a prospectus pertaining to the offering of our
Class A common stock to certain holders of franchise license agreements with
Sylvan Learning Systems, Inc. and holders of Sylvan area development agreements.
We are a development stage company which seeks to deliver high quality
supplemental education to families and children through a variety of
applications on the Internet. We plan to pursue this goal by establishing a web
site, developing or acquiring appropriate technology for the delivery of
educational services over the Internet and then enrolling students. Our goal is
to make our web site a leading provider of online educational services. Our
principal executive offices are located at 34 Market Place, Baltimore, Maryland
21202, and our telephone number is (410) 843-2622. Our Internet web site will
be eSylvan.com. The information on our web site, once it is publicly available,
will not be incorporated by reference into this prospectus.
This letter, or prospectus supplement, and the accompanying prospectus
constitute our solicitation of an offer from you to invest in the number of
shares of our Class A common stock in exchange for undertaking certain
contractual obligations more fully described in the accompanying prospectus. If
you make an offer to invest in the number
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of shares of our Class A stock set forth in the table below and we accept your
offer, we will pay you the amount of cash set forth in the table below. This
solicitation of an offer relates to the Sylvan franchise license agreement or
area development agreement territory, set forth in the table below:
<TABLE>
<CAPTION>
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Franchise License Agreement
Number or Area Development Number of
Name Agreement Territory Shares Offered Cash Offered
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<S> <C> <C> <C>
Comer & Swarts, Inc. 02403 5,655 1,979
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</TABLE>
If you are party to more than one franchise license agreement with Sylvan
or if you are party to an area development agreement that relates to more than
one Sylvan territory, you will receive a separate solicitation with respect to
each of your franchise license agreements or area development agreement
territories. You must make an offer or decide not to make an offer with respect
to each of these separate solicitations.
If you received this prospectus supplement without an accompanying
prospectus or if you would like another copy of the prospectus, please contact
the eSylvan, Inc. voicemail box at 800-627-4276 (ext. 2632) or 410-843-2632,
leave your name, address and franchise license agreement number or area
development agreement territory and we will forward a prospectus to you. If you
have received a prospectus supplement and prospectus and have questions about
the offering, you may also call the above listed number provide the above
requested information and your telephone number and state that you have already
received a prospectus and prospectus supplement and our authorized
representative will respond to your questions.
Please note this document is in two parts. The first is this letter, or
prospectus supplement, which describes our specific solicitation from you of an
offer to invest in our Class A stock. The second part, the accompanying
prospectus, contains a full discussion of the terms and conditions of any
investment in our Class A stock. We encourage you to read the prospectus in its
entirety. If the description of our offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information
in this prospectus supplement. No one may use this prospectus supplement to
consummate sales of shares of our Class A stock unless it is accompanied by a
prospectus. The delivery of this prospectus supplement and accompanying
prospectus is not an offer of any other securities covered by the prospectus but
not described in this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Very truly,
Peter Cohen
Director
The date of this Prospectus Supplement is , 2000.
