<PAGE>
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. 3)
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 is 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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<S> <C> <C> <C>
Amount Previously Paid: $33,250.00 Filing party: Sylvan Learning Systems
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:
[ ] third-party tender offer subject [ ] going private transaction
to Rule 14d-1 subject to Rule 13e-3
[x] issuer tender offer subject to [ ] amendment to Schedule 13D under
Rule 13e-4 Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer [x]
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This Amendment No. 3 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 7,500,000 shares, or such lesser number of shares as are
properly tendered and not withdrawn, 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 was 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 on April 18, 2000, 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. 3 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. 3 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 expired at 12:00 Midnight, Eastern time, on May 1, 2000.
Sylvan accepted for payment a total of 8,432,308 shares of Sylvan common stock
at a purchase price of $15.25 per share.
Item 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following language:
On May 9, 2000, Sylvan issued a press release announcing the final results
of the tender offer, a copy of which is filed as Exhibit (a)(5)(ix) to this
Amendment No. 3 to the Schedule TO and is incorporated herein by reference.
Item 12. EXHIBITS
(a)(5)(ix) Press Release dated May 9, 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: May 10, 2000 SYLVAN LEARNING SYSTEMS, INC.
By: /s/ Robert W. Zentz
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Name: Robert W. Zentz
Title: Vice President and
General Counsel
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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
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.**
(a)(5)(vii) Press Release dated May 2, 2000.***
(a)(5)(viii) Press Release dated May 2, 2000.***
(a)(5)(ix) Press Release dated May 9, 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 to Schedule TO
***Previously filed on Amendment No. 2 to Schedule TO
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FOR IMMEDIATE RELEASE
Sylvan Contact:
Lee McGee
Chief Financial Officer
410-843-8704
Linda Palarino
410-843-8094
SYLVAN LEARNING SYSTEMS, INC. ANNOUNCES FINAL
RESULTS OF SELF-TENDER OFFER
BALTIMORE, May 9, 2000 - Sylvan Learning Systems, Inc. (NASDAQ: SLVN)
today announced the final results of its self tender offer, which expired on May
1, 2000. Consistent with the preliminary results announced May 2, 2000, Sylvan
will purchase 8,432,308 shares of its common stock at 15.25 per share. The
final results represent proration at approximately 83.04% of those shares
tendered at or below the final purchase price. The 8,432,308 shares being
purchased represent approximately 16.74% of the company's 50.36 million shares
outstanding on May 1, 2000. The aggregate purchase price being paid will be
approximately $128.6 million.
Douglas L. Becker, Chief Executive Officer, stated "We are very pleased to
be able to have presented all shareholders with the opportunity for greater
liquidity while offering the continuing shareholders a greater share in the
Company's future. We feel our new strategy and organizational structure is on
track and the future of the Company is very promising."
The Dealer Manager for the tender offer was Goldman, Sachs & Co. and the
information agent was D.F. King & Co., Inc.
About Sylvan Learning Systems
Sylvan Learning Systems, Inc. (www.sylvan.net) is the leading provider of
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educational services to families, schools and industry. The Sylvan Learning
Centers and Education Solutions 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. Sylvan Ventures, Sylvan's new e-learning investment
vehicle, focuses on bringing emerging Internet technology solutions to the
education and training marketplace. Through its affiliate, Caliber Learning
Network, Inc. (NASDAQ: CLBR), Sylvan also has the ability to distribute world-
class adult professional education and training programs.
