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SYLVAN LEARNING SYSTEMS, INC.
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the offer if certificates evidencing shares of common
stock, $0.01 par value per share, of Sylvan Learning Systems, Inc., a Maryland
corporation, are not immediately available, or if the procedure for book-entry
transfer described in the Offer to Purchase dated August 10, 2000 and the
related Letter of Transmittal, which, as amended or supplemented from time to
time, together constitute the offer, cannot be completed on a timely basis or
time will not permit all required documents, including a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile of the
Letter of Transmittal), an Agent's Message in the case of a book-entry transfer
(as defined in the Offer to Purchase) or the specific acknowledgement in the
case of a tender through the Automated Tender Offer Program of the Book-Entry
Transfer Facility (as defined in the Offer to Purchase), and any other required
documents, to reach the Depositary prior to the Expiration Date (as defined in
the Offer to Purchase).
This Notice of Guaranteed Delivery, properly completed and duly executed,
may be delivered by hand, mail or facsimile transmission to the Depositary. See
Section 3 of the Offer to Purchase.
The Depositary for the offer is:
First Union National Bank
By Mail: By Overnight Delivery: By Hand Delivery:
First Union National First Union National First Union National
Bank Bank Bank
1525 West W.T. Harris 1525 West W.T. Harris 1525 West W.T. Harris
Blvd Blvd Blvd
Charlotte, NC 28288-1153 Charlotte, NC 28262-1153 Building 3C3
Charlotte, NC 28262
Attn: Reorg Dept. Attn: Reorg Dept. Attn: Reorg Dept.
Facsimile Transmission:
(704) 590-7628
Confirm Receipt of Facsimile by Telephone:
(704) 590-7408
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via facsimile transmission
other than as set forth above will not constitute a valid delivery. Deliveries
to Sylvan will not be forwarded to the Depositary and therefore will not
constitute valid delivery. Deliveries to the Book-Entry Transfer Facility will
not constitute valid delivery to the Depositary.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
under the instructions to the Letter of Transmittal, the signature guarantee
must appear in the applicable space provided in the signature box on the Letter
of Transmittal.
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Ladies and Gentlemen:
The undersigned tenders to Sylvan at the price per share indicated in this
Notice of Guaranteed Delivery, upon the terms and subject to the conditions
described in the Offer to Purchase and the related Letter of Transmittal,
receipt of which is hereby acknowledged, the number of shares specified below
pursuant to the guaranteed delivery procedure described in Section 3 of the
Offer to Purchase. 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.
Number of shares to be tendered: shares.
Odd Lots
To be completed ONLY if shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100
shares (not including any shares held in Sylvan's Employee Stock Purchase
Plan or in Sylvan's 401(k) Retirement Savings Plan). The undersigned either
(check one box):
[_]is the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or
[_]is a broker, dealer, commercial bank, trust company, or other nominee
that (a) is tendering for the beneficial owner(s) of shares with respect
to which it is the record holder, and (b) believes, based upon
representations made to it by the beneficial owner(s), that each person
was the beneficial or record owner of an aggregate of fewer than 100
shares and is tendering all of those shares.
In addition, the undersigned is tendering shares either (check one box):
[_]at the purchase price determined by Sylvan in accordance with the terms
of the offer (persons checking this box need not indicate the price per
share below); or
[_]at the price per share indicated below in the section captioned "Price
(In Dollars) per Share at Which Shares Are Being Tendered."
Conditional Tender
A tendering shareholder may condition his or her tender of shares upon
Sylvan purchasing a specified minimum number of the shares tendered, all as
described in the Offer to Purchase, particularly in Section 6. Unless at
least the minimum number of shares you indicate below is purchased by Sylvan
pursuant to the terms of the offer, none of the shares tendered by you will
be purchased. It is the tendering shareholder's responsibility to calculate
the minimum number of shares that must be purchased if any are purchased,
and each shareholder is urged to consult his or her own tax advisor. Unless
this box has been completed and a minimum specified, the tender will be
deemed unconditional.
[_]The minimum number of shares that must be purchased, if any are purchased
is: shares.
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Check only one box. If more than one box is checked or if
no box is checked, the shares will not be properly tendered.
Shares Tendered at Price Determined by Shareholder
(See Instruction 5 to the Letter of Transmittal)
By checking one of the following boxes below instead of the box under
"Shares Tendered at Price Determined Pursuant to the Offer," the undersigned
hereby tenders shares at the price checked. This action could result in none
of the shares being purchased if the purchase price determined by Sylvan for
the shares is less than the price checked below. A shareholder who desires
to tender shares at more than one price must complete a separate Letter of
Transmittal for each price at which shares are tendered. The same shares
cannot be tendered at more than one price.
Price (In Dollars) per Share at Which Shares Are Being Tendered
<TABLE>
<S> <C> <C>
[_] $13.500 [_] $14.000 [_] $14.500
[_] $13.625 [_] $14.125 [_] $14.625
[_] $13.750 [_] $14.250 [_] $14.750
[_] $13.875 [_] $14.375 [_] $14.875
[_] $15.000
</TABLE>
OR
Shares Tendered at Price Determined Pursuant to the Offer
(See Instruction 5 to the Letter of Transmittal)
[_]The undersigned wants to maximize the chance of having Sylvan purchase
all of the shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box instead
of one of the price boxes above, the undersigned hereby tenders shares
and is willing to accept the purchase price determined by Sylvan in
accordance with the terms of the offer. This action could result in
receiving a price per share of as low as $13.50.
Signature(s): _______________________________________________________________
Name(s) of Record Holder(s): ________________________________________________
Please Type or Print
Certificate Nos.: ___________________________________________________________
Address: ____________________________________________________________________
Zip Code
Daytime Area Code and Telephone No.: ________________________________________
Date: _________________________, 2000
If shares will be delivered by book-entry transfer, provide the following
information:
Account Number: _____________________________________________________________
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Guarantee
(Not to be used for a signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the
Securities Transfer Agents Medallion Program or a bank, broker, dealer,
credit union, savings association or other entity that is an "eligible
guarantor institution," as that term is defined in Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended (each of the foregoing
constituting an "Eligible Institution"), guarantees the delivery to the
Depositary of the shares tendered, in proper form for transfer, or a
confirmation that the shares tendered have been delivered pursuant to the
procedure for book-entry transfer described in the Offer to Purchase into
the Depositary's account at the Book-Entry Transfer Facility, in each case
together with a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile of the Letter of Transmittal), an Agent's
Message in the case of a book-entry transfer or the specific acknowledgement
in the case of a tender through the Automated Tender Offer Program of the
Book-Entry Transfer Facility, and any other required documents, all within
three (3) Nasdaq Stock Market trading days after the date of receipt by the
Depositary of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing shares to the Depositary within the time period
set forth in the Offer to Purchase. Failure to do so could result in a
financial loss to the Eligible Institution.
Name of Firm: ___________________________________
Address: ________________________________________
Zip Code: _______________________________________
Area Code and Telephone No.: ____________________
Authorized Signature ____________________________
Name: ___________________________________________
Please Print: ___________________________________
Title: __________________________________________
Date: , 2000
Note: Do not send share certificates with this form. Certificates for shares
should be sent with the Letter of Transmittal.
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