-----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, PQVZtLxKonDv+IZlVHpD801Yk+MrWjKbiSlVpbIivqpFI0RM+eQKzK8YKwi7hPVy eyTHQydGdmsnbStI4zvReQ== 0000928385-96-000839.txt : 19960701 0000928385-96-000839.hdr.sgml : 19960701 ACCESSION NUMBER: 0000928385-96-000839 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NASD 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22844 FILM NUMBER: 96587830 BUSINESS ADDRESS: STREET 1: 9135 GUILFORD RD CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4108800889 MAIL ADDRESS: STREET 2: 9135 GUILFORD ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] Annual Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the fiscal year ended December 31, 1995 ----------------- or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to _________ Commission File Number 0-22844 ---------------------- SYLVAN LEARNING SYSTEMS, INC. ----------------------------- (Exact name of registrant as specified in its charter) Maryland 52-1492296 - ------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9135 Guilford Road, Columbia, Maryland 21046 - --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410)880-0889 ------------ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered --------------------------- ------------------------ Common Stock, Par Value $.01 NASDAQ Securities registered pursuant to the Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]. No [_]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of voting Common Stock held by non-affiliates of the registrant was approximately $281,974,000 as of March 19, 1996. The registrant had 15,344,726 shares of Common Stock outstanding as of March 19, 1996. Item 14(a)(1) of the Registrant's Form 10-K is hereby amended to read as - ------------------------------------------------------------------------ follows: - ------- Item 14(a)(1) INDEX TO FINANCIAL STATEMENTS
Page Reference From Form 10-K --------------- The Company: Report of Independent Auditors................................... 29 Consolidated Balance Sheets as of December 31, 1994 and December 31, 1995............................................... 30 Consolidated Statements of Operations for the years ended December 31, 1993, 1994 and 1995................................ 32 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1993, 1994 and 1995.......................... 33 Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1995................................ 34 Notes to Consolidated Financial Statements....................... 35 Audited Financial Statements of Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan for the years ended December 31, 1995 and 1994.................. 59 Item 14 (a) 2 - Financial Statement Schedule: Schedule II - Valuation and Qualifying Accounts................... 58
2 Report of Independent Auditors Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Baltimore, Maryland We have audited the accompanying statements of net assets available for benefits of the Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan as of December 31, 1995 and 1994, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. June 14 , 1996 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Statements of Net Assets Available for Benefits
December 31 1995 1994 ----------------------- Assets Investments, at fair value: Sylvan Learning Systems, Inc. common stock $ 339,626 $ 56,463 Mutual funds: MFS Emerging Growth Fund 207,753 - Euro Pacific Growth Fund 117,220 - Fidelity Advisor Equity Portfolio Growth Fund 216,837 32,423 Fidelity Advisor Growth Opportunities Portfolio 225,190 - American Balanced Fund 165,791 36,027 Alex Brown Cash Reserve Fund 59,668 - Growth Fund of America - 55,870 Investment Company of America - 128,904 U.S. Treasury Money Fund of America - 19,224 Participant loans 28,315 14,171 ---------------------- 1,360,400 343,082 Unallocated insurance contract, at contract value: First Colony Group Deposit Administration Contract 142,688 151,549 ---------------------- Total investments 1,503,088 494,631 Contributions receivable from employees 77,849 35,576 ---------------------- Net assets available for benefits $1,580,937 $ 530,207 ======================
See accompanying notes. Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits
Year ended December 31 1995 1994 ---------------------- Investment income: Interest $ 31,246 $ 10,299 Dividends 14,335 11,510 ---------------------- 45,581 21,809 Employee salary deferral contributions 536,825 189,585 Employee rollover contributions 236,385 22,281 ---------------------- Total additions 818,791 233,675 Withdrawals (13,251) (47,515) Net realized gain on sale of investments 9,575 1,800 Net unrealized appreciation (depreciation) in aggregate fair value of investments 235,615 (1,914) ---------------------- Net increase 1,050,730 186,046 Net assets available for benefits at beginning of year 530,207 344,161 ---------------------- Net assets available for benefits at end of year $1,580,937 $ 530,207 ======================
See accompanying notes. Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements 1. Significant Accounting Policies Basis of Accounting The financial statements of the Sylvan Learning Systems, Inc. (the "Company") 401(k) Retirement Savings Plan (the "Plan") are prepared using the accrual method of accounting. Benefits are recorded when paid. Amounts allocated to terminated participants at December 31, 1995 and 1994 were $25,264 and $11,991, respectively. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the period. Actual results could differ from those estimates. Certain 1994 amounts have been reclassified to conform to 1995 presentation. Investment Valuation Investments are stated at fair value except for the unallocated insurance contract which is valued at contract value. Sylvan Learning Systems, Inc. common stock, is valued at the last reported sales price on the last business day of the plan year. Mutual Funds are reported at current redemption value. Participant loans are valued at cost which approximates fair value. The unallocated insurance contract with First Colony Group Deposit Administration is valued at contract value as estimated by the insurance company. Contract value represents contributions made under contract, plus interest at the contract rate, less funds used to pay withdrawals and to pay for the insurance company's administrative expenses. The change in the difference between cost and fair value is reflected in the statements of changes in net assets available for benefits as net unrealized appreciation (depreciation) in aggregate fair value of investments. The realized gain or loss on investments is the difference between the proceeds received and the average cost of investments sold. Administration Expenses All costs and expenses incurred in connection with the administration of the Plan are paid by the Company. Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 2. Plan Description The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete ------------------------ description of the Plan's provisions. Copies of this summary are available from the Company's Human Resources Department. General The Plan is a defined contribution plan covering substantially all employees who are age twenty-one or older and have completed one year of service. It is subject to the provisions of Employee Retirement Income Security Act of 1974 (ERISA). Plan Mergers In connection with the Company's acquisition of Remedial Education Diagnostic Corporation, Inc., the Remedial Education Diagnostic Corporation Retirement Plan (the "READS Plan") was merged into the Plan effective October 1, 1995. The READS Plan's net assets of $804,381 were transferred to the Plan on February 1, 1996. In connection with the Company's acquisition of The PACE Group, Inc., The PACE Group, Inc. 401(k) Plan (the "PACE Plan") was merged into the Plan effective December 31, 1995. The PACE Plan's net assets have not been transferred to the Plan as of the date of this report. Contributions Employees contribute to the Plan through payroll deduction, subject to certain annual limitations defined in the Internal Revenue Code. In addition, employees may deposit distributions received from other plans ("rollovers"). The Company may make contributions at its own discretion. During 1995 and 1994, the Company elected not to make any discretionary contributions to the Plan. Contributions to the Plan are invested in the available investment options as determined by the participant. Each participant account is credited with the participant's contribution and an allocation of (a) the Company's contribution, (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested accounts. Allocations are based on participant earnings or account balances, as defined. Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 2. Plan Description (continued) Vesting Participants are immediately vested in their contributions plus earnings thereon. Vesting in the Company's discretionary contributions, if any, plus earnings thereon is based on years of continuous service at a rate of 25 percent per year in years two through five. A participant is 100 percent vested after five years of credited service. Investments Upon enrollment in the Plan, a participant may direct employee contributions in any of the available investment options. At December 31, 1995, the following investment options were available: Sylvan Learning Systems, Inc. common stock, MFS Emerging Growth Fund, Euro Pacific Growth Fund, Fidelity Advisor Equity Portfolio Growth Fund, Fidelity Advisor Growth Opportunities Portfolio, American Balanced Fund, Alex Brown Cash Reserve Fund, and First Colony Group Deposit Administration Contract. Participants have the opportunity to change their investment options quarterly. Participant Loans Participants may borrow from their account balances a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance. Principal and interest are repaid ratably through payroll deductions over loan terms which generally do not exceed five years. Hardship distributions are also permitted from a participant's account. Payment of Benefits On termination of service, a participant may receive a lump sum amount equal to the vested value of his or her account, or upon death, disability, or retirement, elect to receive periodic installments in accordance with plan provisions. Plan Termination Although it has not expressed any intent to do so, the Company has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 3. Investments The fair value of individual investments that represent 5% or more of the Plan's net assets available for benefits are as follows:
December 31 1995 1994 --------------------- Investments, at fair value: Sylvan Learning Systems, Inc. common stock $ 339,626 $ 56,463 Mutual funds: MFS Emerging Growth 207,753 - Euro Pacific Growth Fund 117,220 - Fidelity Advisor Equity Portfolio Growth Fund 216,837 32,423 Fidelity Advisor Growth Opportunities Portfolio 225,190 - American Balanced Fund 165,791 36,027 Growth Fund of America - 55,870 Investment Company of America - 128,904 Unallocated insurance contract, at contract value: First Colony Group Deposit Administration Contract 142,688 151,549
During 1995 and 1994 the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in fair value by $245,190 and $(114), respectively, as follows:
Year Ended December 31, 1995 --------------------------------- Net Appreciation End of Year in Fair Value at During Year End of Year --------------------------------- Fair value as determined by quoted market price: Sylvan Learning Systems, Inc. common stock $108,695 $ 339,626 Mutual funds: MFS Emerging Growth 39,512 207,753 Euro Pacific Growth Fund 8,043 117,220 Fidelity Advisor Equity Portfolio Growth Fund 30,471 216,837 Fidelity Advisor Growth Opportunities Portfolio 32,927 225,190 American Balanced Fund 17,287 165,791 Alex Brown Cash Reserve Fund 59,668 Growth Fund of America 3,564 - Investment Company of America 4,691 - Fair Value as estimated by Plan Administrator: Participant loans - 28,315 Contract value as determined by insurance company: First Colony Group Deposit Administration Contract - 142,688 --------------------------------- $245,190 $1,503,088 =================================
Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 3. Investments (continued)
Year Ended December 31, 1995 --------------------------------- Net Appreciation Depreciation Fair Value in Fair Value at During Year End of Year --------------------------------- Fair value as determined by quoted market price: Sylvan Learning Systems, Inc. common stock $ 13,199 $ 56,463 Mutual funds: Growth Fund of America (3,149) 55,870 Investment Company of America (8,029) 128,904 American Balanced Fund (1,756) 36,027 U.S. Treasury Money Fund of America - 19,224 Fidelity Advisor Equity Portfolio Growth Fund (379) 32,423 Fair Value as estimated by Plan Administrator: Participant loans - 14,171 Contract value as determined by insurance company: First Colony Group Deposit Administration Contract 151,549 --------------------------------- $(114) $494,631 =================================
4. Contract with Insurance Company In August 1992, the Company entered into a Group Deposit Administration contract with First Colony. For investment purposes, the premiums paid by the Plan are commingled with other assets of First Colony in the Deposit Administration Fund. The Deposit Administration Fund guarantees a 4% interest rate, compounded annually. The crediting interest rate is adjusted periodically as determined by First Colony based on market rates. Actual interest earned for 1995 ranged from 5.4% to 6.65% and for 1994 from 5.25% to 6.65%. If the Plan withdraws moneys from the Deposit Administration Fund, First Colony may make a market value adjustment. Such an adjustment will be made if in any 12 month period the Deposit Administration Fund is reduced by an amount equal to at least 20% of the highest balance in the Fund. 5. Tax Status The Internal Revenue Service has determined and informed the Plan by a letter dated March 7, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC), and is therefore not subject to tax under present income tax laws. The Plan management believes that the Plan continues to qualify and to operate as designed. Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) Note 6: Allocation of Net Assets Available for Benefits to Investment Programs
December 31, 1995 -------------------------------------------------------------------------------------------- Sylvan Fidelity Fidelity Learning MFS Advisor Advisor Systems, Inc. Emerging Euro Pacific Equity Growth American Common Growth Growth Portfolio Opportunities Balanced Stock Fund Fund Growth Fund Portfolio Fund -------------------------------------------------------------------------------------------- Assets Investments, at fair value $339,626 $207,753 $117,220 $216,837 $225,190 $165,791 Unallocated insurance contract, at contract value Contributions receivable from employees 20,848 13,226 6,119 12,666 11,777 8,411 -------------------------------------------------------------------------------------------- Net assets available for benefits $360,474 $220,979 $123,339 $229,503 $236,967 $174,202 ============================================================================================ December 31, 1995 -------------------------------------------------------------------------------------------- Alex Brown U. S. First Colony Cash Growth Investment Treasury Group Deposit Reserve Fund Company of Money Fund Participant Administration Fund of America America of America loans Contract -------------------------------------------------------------------------------------------- Assets Investments, at fair value $59,668 $28,315 Unallocated insurance contract, at contract value $142,688 Contributions receivable from employees 1,802 3,000 -------------------------------------------------------------------------------------------- Net assets available for benefits $61,470 $0 $0 $0 $28,315 $145,688 ============================================================================================ December 31, 1995 ----------------- Total ----------------- Assets Investments, at fair value $1,360,400 Unallocated insurance contract, at contract value 142,688 Contributions receivable from employees 77,849 ----------------- Net assets available for benefits $1,580,937 =================
December 31, 1994 --------------------------------------------------------------------- Fidelity Sylvan Advisor Learning Equity American Systems, Inc. Portfolio Balanced Growth Fund common stock Growth Fund Fund of America --------------------------------------------------------------------- Assets Investments, at fair value $56,463 $32,423 $36,027 $55,870 Unallocated insurance contract, at contract value Contributions receivable from employees 15,937 9,792 4,484 1,787 --------------------------------------------------------------------- Net assets available for benefits $72,400 $42,215 $40,511 $57,657 =====================================================================
December 31, 1994 --------------------------------------------------------------------- U. S. First Colony Investment Treasury Group Deposit Company of Money Fund Participant Administration America of America loans Contract Total --------------------------------------------------------------------- Assets Investments, at fair value $128,904 $19,224 $14,171 $343,082 Unallocated insurance contract, at contract value $151,549 151,549 Contributions receivable from employees 2,386 295 895 35,576 --------------------------------------------------------------------- Net assets available for benefits $131,290 $19,519 $14,171 $152,444 $530,207 =====================================================================
Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) Note 7: Allocation of Changes in Net Assets Available for Benefits to Investment Programs
Year ended December 31, 1995 --------------------------------------------------------------------------------------- Sylvan Fidelity Fidelity Learning MFS Advisor Advisor Alex Brown Systems, Inc. Emerging Euro Pacific Equity Growth American Cash Common Growth Growth Portfolio Opportunities Balanced Reserve Stock Fund Fund Growth Fund Portfolio Fund Fund --------------------------------------------------------------------------------------- Investment income: Interest $2,134 $721 $10,331 $2,694 $5,157 Dividends 0 $0 2,415 330 2,761 4,917 $3,013 --------------------------------------------------------------------------------------- 2,134 0 3,136 10,661 5,455 10,074 3,013 Employee salary deferral contributions 114,578 74,631 50,345 88,679 89,833 64,978 15,060 Employee rollover contributions 34,701 46,015 11,813 31,298 50,756 32,235 7,473 --------------------------------------------------------------------------------------- Total additions 151,413 120,646 65,294 130,638 146,044 107,287 25,546 Withdrawals (1,498) (152) (270) (1,975) (145) (1,714) (3,908) Net realized gain on sale of investments 980 96 60 99 43 42 0 Net unrealized appreciation in fair value of investments 107,715 39,416 7,983 30,372 32,884 17,245 0 Interfund transfers 29,464 60,973 50,272 28,154 58,141 10,831 39,832 --------------------------------------------------------------------------------------- Net increase (decrease) 288,074 220,979 123,339 187,288 236,967 133,691 61,470 Net assets available for benefits at beginning of year 72,400 0 0 42,215 0 40,511 0 --------------------------------------------------------------------------------------- Net assets available for benefits at end of year $360,474 $220,979 $123,339 $229,503 $236,967 $174,202 $61,470 ======================================================================================= Year ended December 31, 1995 ----------------------------------------------------------------------------- U.S. First Colony Growth Investment Treasury Group Deposit Fund Company of Money fund Participant Administration of America America of America Loans Contract Total ----------------------------------------------------------------------------- Investment income: Interest $68 $1,216 $8,925 31,246 Dividends 11 $888 $0 0 0 14,335 ----------------------------------------------------------------------------- 79 888 0 1,216 8,925 45,581 Employee salary deferral contributions 0 0 0 0 38,721 536,825 Employee rollover contributions 0 0 0 0 22,094 236,385 ----------------------------------------------------------------------------- Total additions 79 888 0 1,216 69,740 818,791 Withdrawals (1,196) (726) 0 0 (1,667) (13,251) Net realized gain on sale of investments 3,564 4,691 0 0 0 9,575 Net unrealized appreciation in fair value of investments 0 0 0 0 0 235,615 Interfund transfers (60,104) (136,143) (19,519) 12,928 (74,829) 0 ----------------------------------------------------------------------------- Net increase (decrease) (57,657) (131,290) (19,519) 14,144 (6,756) 1,050,730 Net assets available for benefits at beginning of year 57,657 131,290 19,519 14,171 152,444 530,207 ----------------------------------------------------------------------------- Net assets available for benefits at end of year $0 $0 $0 $28,315 $145,688 $1,580,937 =============================================================================
Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) Note 7: Allocation of Changes in Net Assets Available for Benefits to Investment Programs (continued)
Year ended December 31, 1994 --------------------------------------------------------------------------------------- Sylvan Fidelity Learning Advisor Systems, Inc. Equity American Growth Investment Common Portfolio Balanced Fund Company of Stock Growth Fund Fund of America America --------------------------------------------------------------------------------------- Net investment income: Interest $427 Dividends 0 $315 $1,463 $2,452 $7,280 --------------------------------------------------------------------------------------- Net investment income 427 315 1,463 2,452 7,280 Employee salary deferral contributions 22,497 31,017 16,836 33,854 55,001 Employee rollover contributions 5,306 9,179 4,230 1,738 914 --------------------------------------------------------------------------------------- Total Additions 28,230 40,511 22,529 38,044 63,195 Withdrawals (2,058) (209) (4,196) (14,182) (19,949) Net realized gain(loss) on sale of investments 0 (10) (318) 1,368 760 Net unrealized appreciation (depreciation) in fair value of investments 13,199 (369) (1,438) (4,517) (8,789) Interfund transfers 16,967 (159) (418) (15,542) (29,430) --------------------------------------------------------------------------------------- Net increase 56,338 39,764 16,159 5,171 5,787 Net assets available for benefits at beginning of year 16,062 2,451 24,352 52,486 125,503 --------------------------------------------------------------------------------------- Net assets available for benefits at end of year $72,400 $42,215 $40,511 $57,657 $131,290 ======================================================================================= Year ended December 31, 1994 ----------------------------------------------------------------------------- U.S. First Colony Treasury Group Deposit Money Fund Participant Administration of America Loans Contract Total ----------------------------------------------------------------------------- Net investment income: Interest $147 $840 $8,885 $10,299 Dividends 0 0 0 11,510 ----------------------------------------------------------------------------- Net investment income 147 840 8,885 21,809 Employee salary deferral contributions 4,316 0 26,064 189,585 Employee rollover contributions 0 0 914 22,281 ----------------------------------------------------------------------------- Total Additions 4,463 840 35,863 233,675 Withdrawals 0 0 (6,921) (47,515) Net realized gain(loss) on sale of investments 0 0 0 1,800 Net unrealized appreciation (depreciation) in fair value of investments 0 0 0 (1,914) Interfund transfers 15,013 13,331 238 0 ----------------------------------------------------------------------------- Net increase 19,476 14,171 29,180 186,046 Net assets available for benefits at beginning of year 43 0 123,264 344,161 ----------------------------------------------------------------------------- Net assets available for benefits at end of year $19,519 $14,171 $152,444 $530,207 =============================================================================
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Sylvan Learning Systems, Inc. By /s/ B. Lee McGee -------------------------------------- B. Lee McGee, Chief Financial Officer Date June 27, 1996 ------------------------------------ EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 23.01 Consent of Independent Auditors EX-23.01 2 EXHIBIT 23.01 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the following Registration Statements on Form S-8 of Sylvan Learning Systems, Inc. of our report dated June 14, 1996, with respect to the financial statements of Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan, amending Sylvan Learning Systems, Inc. Annual Report (Form 10-K) for the year ended December 31, 1995.
Name Registration Number Date Filed - ---------------------------------------------------------------------------- 1987-1991 Employee Stock Option Plan 33-77384 April 6, 1994 1993 Director Stock Option Plan 33-77386 April 6, 1994 1993 Employee Stock Option Plan 33-77390 April 6, 1994 1993 Management Stock Option Plan 33-77388 April 6, 1994
Baltimore, Maryland June 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----