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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Sylvan Learning Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
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(CUSIP Number)
Christopher C. Cleveland, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 1, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover 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
disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D
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CUSIP NO. PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nasser J. Kazeminy
###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
1,041,881
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,041,881
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,041,881
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.8%/1/
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
_____________________
1 Based on 27,696,431 shares of Common Stock outstanding as of
August 1, 1997, as represented by Sylvan Learning Systems, Inc.
in its Form 10-Q for the quarter ended June 30, 1997.
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Page 3 of 4
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
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Item 1. Security and Issuer
This Schedule 13D relates to Common Stock, par value $.01 per share
(the "Common Stock"), of Sylvan Learning Systems, Inc., a Maryland corporation
("Sylvan"). The principal executive offices of Sylvan are located at 1000
Lancaster Street, Baltimore, Maryland 21202.
Item 2. Identity and Background
(a) None: Nasser J. Kazeminy
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(b) Residence:
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(c) Principal Occupation:
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Business Address: NJK Holding Corporation
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7803 Glenroy Road, Suite 300
Bloomington, MN 55439
(d) Convictions: None
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(e) Civil Proceedings: None
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(f) Citizenship: U.S.A.
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Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
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Page 4 of 4
Item 4. Purpose of Transaction
Not applicable.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares of Common Stock beneficially owned
by the Reporting Person is 1,041,881 shares, or approximately 3.8% of the class
of such securities. 71,362 of these shares are held by the 1995 Revocable Trust
of Nasser J. Kazeminy. Beneficial ownership of such shares was acquired as
described in Item 3 and Item 4 of Amendment No. 1 to this Schedule 13D, which
Items are incorporated herein by reference.
(b) The number of shares of Common Stock as to which there is sole
power to vote or to direct the vote, shared power to vote or to direct the vote,
sole power to dispose or direct the disposition, or shared power to dispose or
direct the disposition for the Reporting Person is set forth in the cover page
and such information is incorporated herein by reference.
(c) On August 1, 1997, the Reporting Person disposed of 900,000
shares of Common Stock through an underwritten public offering of Sylvan Common
Stock which included shares held by the Reporting Person and other selling
stockholders. The Reporting Person reported the sale of 281,895 shares of Common
Stock on June 5, 1997 in Amendment No. 1 to this Schedule 13D. There have been
no other reportable transactions with respect to the Common Stock within the
last 60 days by the Reporting Person.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer
Not applicable.
Item 7. Material Filed as Exhibits
There are no Exhibits filed with this Amendment No. 2 to Schedule 13D.
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: August 26, 1997
/s/ Nasser J. Kazeminy
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Nasser J. Kazeminy
