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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**
$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.
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<S> <C>
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:
[ ] 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
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 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 in excess of
$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 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:
The tender offer period has been extended from 12:00 Midnight, Eastern
time, on Thursday, September 7, 2000, until 12:00 Midnight, Eastern time, on
Wednesday, September 13, 2000. Accordingly, the tender offer, proration period
and withdrawal rights will expire at 12:00 Midnight, Eastern time, on Wednesday,
September 13, 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 September 7, 2000, Sylvan issued a press release announcing the
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 September 7, 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 7, 2000 SYLVAN LEARNING SYSTEMS, INC.
By: /s/ B. Lee McGee
--------------------------------
Name: B. Lee McGee
Title: Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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(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.**
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed on Schedule TO
**Filed herewith
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