-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JvUhzznwhYJdDMvZzB5mYlT+uD3RA6Ii0JeJL5l4TqLR5svvtHkaDYGegmKpaxIP NpKmEHIQktYVT4euvWTE5w== 0000912057-01-510110.txt : 20010425 0000912057-01-510110.hdr.sgml : 20010425 ACCESSION NUMBER: 0000912057-01-510110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010402 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYLVAN LEARNING SYSTEMS INC CENTRAL INDEX KEY: 0000912766 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 521492296 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22844 FILM NUMBER: 1609378 BUSINESS ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108438000 MAIL ADDRESS: STREET 1: 1000 LANCASTER ST CITY: BALTIMORE STATE: MD ZIP: 21202 8-K 1 a2046238z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 APRIL 2, 2001 Date of Report (Date of earliest event reported) SYLVAN LEARNING SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter)
MARYLAND 0-22844 52-1492296 -------- ------- ---------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.) Incorporation)
1000 LANCASTER STREET, BALTIMORE, MARYLAND 21202 --------------------------------------------------- (Address of Principal Executive Offices) (ZIP Code) Registrant's telephone number, including area code: (410) 843-8000 -------------- -1- ITEM 5. OTHER EVENTS. AMENDMENT TO RIGHTS AGREEMENT Effective April 2, 2001, the Board of Directors of Sylvan Learning Systems, Inc. ("Sylvan") amended Sylvan's Amended and Restated Rights Agreement dated December 18, 1999 (the "Plan"). The Plan is designed to protect the long-term interests of Sylvan and its stockholders in the event of an unsolicited takeover attempt by, among other things, encouraging potential acquirors of Sylvan to negotiate with the Board of Directors so as to enhance the Board's ability to achieve the best possible value for all Sylvan stockholders. The amendment removes all "future director" approval requirements from the Plan. The "future director" provision would have limited the ability of newly elected directors to amend or redeem the Plan for a period of 180 days after their election. Although expressly permitted by Maryland law, the Board believes that the removal of this provision from the Plan is appropriate. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. -------- 4.1 Amendment to Rights Agreement dated as of March 30, 2001 between Sylvan and First Union National Bank. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYLVAN LEARNING SYSTEMS, INC. Date: April 24, 2001 By: /s/ ROBERT W. ZENTZ ----------------------------- Name: Robert W. Zentz Title: Senior Vice President -2- EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------- ------------ 4.1 Amendment to Rights Agreement dated as of March 30, 2001 between Sylvan and First Union National Bank.
EX-4.1 2 a2046238zex-4_1.txt EX 4.1 EXHIBIT 4.1 AMENDMENT TO RIGHTS AGREEMENT This Amendment is dated as of March 30, 2001, to be effective as of April 2, 2001, to the Amended and Restated Rights Agreement dated as of December 18, 1999 (the "Rights Agreement"), between Sylvan Learning Systems, Inc., a Maryland corporation (the "Company"), and First Union National Bank (the "Rights Agent"). WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend any provision of the Rights Agreement in accordance with such Section 26; and WHEREAS, all acts and things necessary to make this Amendment a valid agreement enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows: 1. The Rights Agreement is hereby amended by deleting Section 35 thereof (relating to "future directors") in its entirety and deleting the reference thereto in the table of contents. 2. Exhibit B to the Rights Agreement is hereby amended by deleting the last two sentences (relating to "future directors") in the tenth paragraph thereof. 3. The Rights Agreement is hereby ratified and confirmed by the parties, as amended hereby, and remains in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Rights Agreement to be duly executed and attested, all as of the date first above written. ATTEST: SYLVAN LEARNING SYSTEMS, INC. By: /s/ SUSANNAH BENNETT By: /s/ ROBERT W. ZENTZ -------------------------------- ------------------------------- Name: Susannah Bennett Name: Robert W. Zentz Title: Assistant Secretary Title: Senior Vice President ATTEST: FIRST UNION NATIONAL BANK By: /s/ SHERRIE A. GARRETT By: /s/ MYRON O. GRAY -------------------------------- ------------------------------- Name: Sherrie A. Garrett Name: Myron O. Gray Title: Assistant Secretary Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----