<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Sylvan Learning Systems, Inc.
(Name of Subject Company (issuer) and Filing Person (offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
871399101
(CUSIP Number of Class of Securities)
Douglas L. Becker
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SYLVAN LEARNING SYSTEMS, INC.
1000 LANCASTER STREET
BALTIMORE, MARYLAND 21202
(410) 843-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
COPY TO:
Richard C. Tilghman, Jr.
PIPER MARBURY RUDNICK & WOLFE LLP
6225 SMITH AVENUE
BALTIMORE, MARYLAND 21209-3600
(410) 580-3000
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$90,000,0000 $18,000
* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 6,000,000 shares of common stock at the maximum tender
offer price of $15.00 per share.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[_] Check box if filing relates solely to preliminary communications made before
the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third-party tender offer [_] going private transaction
subject to Rule 14d-1 subject to Rule 13e-3
[X] issuer tender offer [_] amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [_]
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This Tender Offer Statement on Schedule TO relates to the offer by Sylvan
Learning Systems, Inc., a Maryland corporation, to purchase shares of its common
stock, $0.01 par value per share. Sylvan is offering to purchase up to
6,000,000 shares, or such lesser number of shares as are properly tendered and
not properly withdrawn, at a price not greater than $15.00 nor less than
$13.50 per share, net to the seller in cash, without interest. Sylvan's
offer is being made upon the terms and subject to the conditions set forth in
the Offer to Purchase dated August 10, 2000 and in the related Letter of
Transmittal, which, as amended or supplemented from time to time, together
constitute the offer. All shares tendered and purchased will include the
associated preferred stock purchase rights issued pursuant to the Amended and
Restated Rights Agreement dated as of December 18, 1999 between Sylvan and First
Union National Bank, as rights agent, and, unless the context otherwise
requires, all references to shares include the associated preferred stock
purchase rights. This Tender Offer Statement on Schedule TO is intended to
satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities
Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed with this Schedule TO as Exhibits
(a)(1)(i) and (a)(1)(ii) hereto, respectively, is incorporated herein by
reference in answer to Items 1 through 11 in this Tender Offer Statement on
Schedule TO.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter to participants in Sylvan's 401(K) Retirement Savings
Plan from Douglas L. Becker, Chairman and Chief Executive
Officer of Sylvan, dated August 10, 2000.
(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(vi) Letter to Participants in Sylvan's 401(K) Retirement Savings
Plan.
(a)(1)(vii) Letter to Participants in Sylvan's Employee Stock Purchase
Plan.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5)(ii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(5)(iii) Summary Advertisement dated August 11, 2000.
(a)(5)(iv) Press Release dated August 10, 2000.
(a)(5)(v) Letter to shareholders from Douglas L. Becker, Chairman and
Chief Executive Officer of Sylvan, dated August 10, 2000.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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SIGNATURE
After due 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 10, 2000 SYLVAN LEARNING SYSTEMS, INC.
By: /s/ Douglas L. Becker
--------------------------------
Name: Douglas L. Becker
Title: Chief Executive Officer
and Chairman of the Board
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
(a)(1)(i) Offer to Purchase.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter to participants in Sylvan's 401(K) Retirement Savings
Plan from Douglas L. Becker, Chairman and Chief Executive
Officer of Sylvan, dated August 10, 2000.
(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(vi) Letter to Participants in Sylvan's 401(K) Retirement Savings
Plan.
(a)(1)(vii) Letter to Participants in Sylvan's Employee Stock Purchase
Plan.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(5)(ii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(5)(iii) Summary Advertisement dated August 11, 2000.
(a)(5)(iv) Press Release dated August 10, 2000.
(a)(5)(v) Letter to shareholders from Douglas L. Becker, Chairman and
Chief Executive Officer of Sylvan, dated August 10, 2000.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
