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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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**
$90,000,000 $18,000.00
* 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.
** Previously paid.
[x] 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: $18,000.00 Filing party: Sylvan Learning Systems
Form or Registration No.: Schedule TO Date Filed: August 10, 2000
[ ] 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:
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<S> <C>
[ ] third-party tender offer subject to Rule 14d-1 [ ] going private transaction subject to Rule 13e-3
[x] issuer tender offer subject to Rule 13e-4 [ ] amendment to Schedule 13D under Rule 13d-2
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Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
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This Amendment No. 2 to the 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 offered
to purchase up to 6,000,000 shares, or such lesser number of shares as were
properly tendered and not properly withdrawn, at a price not in excess of $15.00
nor less than $13.50 per share, net to the seller in cash, without interest.
Sylvan's offer was 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 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 Amendment No. 1 to the 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. Copies of the Offer to Purchase and the
related Letter of Transmittal were previously filed with the Schedule TO as
Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
Pursuant to a press release and Amendment No. 1 to this Schedule TO, both
dated September 7, 2000, Sylvan Learning Systems extended the expiration of its
self-tender offer from midnight on September 7, 2000 to midnight on September
13, 2000.
The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated in this Amendment No. 2 to the Schedule TO by
reference to all of the applicable items in the Schedule TO, except that such
information is hereby amended and supplemented to the extent specifically
provided herein.
Item 11. ADDITIONAL INFORMATION
On September 14, 2000, Sylvan Learning Systems, Inc. issued a press release
relating to the announcement of the preliminary results of its self tender
offer, which expired on September 13, 2000. This press release is included
herein as Exhibit (a)(5)(vii) and incorporated herein by reference.
Item 12. EXHIBITS
(a)(5)(vii) Press Release dated September 14, 2000.
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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: September 14, 2000 SYLVAN LEARNING SYSTEMS, INC.
By: /s/ Robert W. Zentz
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Name: Robert W. Zentz
Title: Vice President and Secretary
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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.*
(a)(5)(vi) Press Release dated September 7, 2000.**
(a)(5)(vii) Press Release dated September 14, 2000.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed on Schedule TO
** Previously filed on Amendment No. 1 Schedule TO
