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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. 1)
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**
$166,250,000 $33,250.00
* For the purpose of calculating the filing fee only, this amount was based on
the purchase of 9,500,000 shares of common stock at the maximum tender offer
price of $17.50 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.
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Amount Previously Paid: $33,250.00 Filing party: Sylvan Learning Systems, Inc.
Form or Registration No.: Schedule TO Date Filed: March 21, 2000
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[ ] 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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[ ] 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. 1 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 has
amended its offer to reduce the number of shares it seeks to purchase from up to
9,500,000 to up to 7,500,000 shares, or such lesser number of shares as are
properly tendered and not properly withdrawn. Sylvan also has extended the
expiration date of the offer to 12:00 Midnight, Eastern time, on Monday, May 1,
2000. Sylvan has not amended the price at which shares will be purchased if
properly tendered, which is at a price not in excess of $17.50 nor less than
$15.25 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 March 21, 2000 and in the related
Letter of Transmittal, which, as amended hereby and as further 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 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.
The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated in this Amendment No. 1 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 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented by adding the
following language:
Sylvan is offering to purchase up to 7,500,000 shares, or such lesser
number of shares as are properly tendered and not properly withdrawn. The
tender offer period has been extended from 12:00 Midnight, Eastern time, on
April 17, 2000, until 12:00 Midnight, Eastern time, on May 1, 2000.
Accordingly, the tender offer, proration period and withdrawal rights will
expire at 12:00 Midnight, Eastern time, on May 1, 2000, unless Sylvan extends
the tender offer further.
Item 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following language:
On April 18, 2000, Sylvan issued a press release announcing a reduction in
the number of shares it will offer to purchase under the tender offer to up to
7,500,000 and an extension of the tender offer as described above under Item 4
of the Schedule TO, a copy of which is filed as Exhibit (a)(5)(vi) to this
Amendment No. 1 to the Schedule TO and is incorporated herein by reference.
Item 12. EXHIBITS
(a)(5)(vi) Press Release dated April 18, 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: April 18, 2000 SYLVAN LEARNING SYSTEMS, INC.
/s/ Douglas L. Becker
By: _________________________________
Name: Douglas L. Becker
Title: Chief Executive Officer and
Chairman of the Board
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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 March 21,
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 March 21, 2000.*
(a)(5)(iv) Press Release dated March 21, 2000.*
(a)(5)(v) Letter to shareholders from Douglas L. Becker,
Chairman and Chief Executive Officer of Sylvan, dated
March 21, 2000.*
(a)(5)(vi) Press Release dated April 18, 2000.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
_________________________
*Previously filed on Schedule TO
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For Immediate Release CONTACT: Lee McGee
(410) 843-8704
Linda Palarino
(410) 843-8094
SYLVAN LEARNING SYSTEMS, INC. ANNOUNCES EXTENSION OF TENDER
OFFER PERIOD AND REDUCTION OF THE SHARES OFFERED TO PURCHASE FROM 9.5 TO 7.5
MILLION SHARES
Baltimore, MD, April 18, 2000 - Sylvan Learning Systems, Inc. (NASDAQ:
SLVN) today announced that it is extending the tender offer period for its self
tender offer from 12:00 Midnight Eastern time, on April 17, 2000, until 12:00
Midnight Eastern time, on May 1, 2000. Additionally, Sylvan has reduced the
number of shares offered to purchase to 7.5 million, from the original offer of
9.5 million shares, as a result of recent NASDAQ market volatility. Accordingly,
the tender offer, proration period and withdrawal rights will expire at 12:00
Midnight Eastern time, on May 1, 2000, unless Sylvan extends the tender offer
further. Sylvan commenced the tender offer on March 21, 2000, when it offered
to purchase up to 9.5 million shares of its common stock at a price between
$15.25 and $17.50 per share net to the seller in cash, without interest. All
terms and conditions of the offer, including the price range for the purchase of
the shares, as described in the Offer to Purchase continue to apply to the offer
as extended.
This press release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any shares of the company's
common stock. The solicitation of offers to buy the company's common stock is
only being made pursuant to the tender offer documents, including the Offer to
Purchase and the related Letter of Transmittal, which were previously filed with
the Securities and Exchange Commission. Shareowners should read those materials
carefully prior to making any decisions with respect to the tender offer because
they contain important information, including the various terms and conditions
of the offer. Copies of the Offer to Purchase, the related Letter of Transmittal
and other tender offer documents can be obtained for free by calling the
Information Agent, D.F. King & Co., Inc. at 800-487-4870. Shareowners also can
obtain the Offer to Purchase and related materials for free at the SEC's website
at www.sec.gov.
About Sylvan Learning Systems
Sylvan Learning Systems, Inc. (www.sylvan.net) is the leading provider of
educational services to families, schools and industry. The Sylvan Learning
Centers and Contract Education Services divisions provide personalized
instruction services to K-12 students through direct consumer relationships and
under contract to school systems. Sylvan provides courses to adult students
throughout the world in the areas of English language, Teacher Training and
accredited University offerings through the Wall Street Institute/ASPECT, Canter
and Sylvan International Universities subsidiaries. Through its affiliate,
Caliber Learning Network, Inc., Sylvan also has the ability to distribute world-
class adult professional education and training programs.
