-----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, IM9vwCDCpAxdPklwuQnIpB1YpBXzWVK3v/MP8IHg2mBg6+aLH+QctogbRJCeBGRb xyxks5XbMkKtDAnWdJtElg== 0000950109-00-002068.txt : 20000512 0000950109-00-002068.hdr.sgml : 20000512 ACCESSION NUMBER: 0000950109-00-002068 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000511 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-42825 FILM NUMBER: 625385 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 SYLVAN LEARNING SYSTEMS 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.
Amount Previously Paid: $33,250.00 Filing party: Sylvan Learning Systems Form or Registration No.: Schedule TO Date Filed: March 21, 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 [ ] 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] 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. 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 --------------------------- Name: Robert W. Zentz Title: Vice President and General Counsel 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.** (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.
__________________ * Previously filed on Schedule TO ** Previously filed on Amendment No. 1 to Schedule TO ***Previously filed on Amendment No. 2 to Schedule TO EX-99 2 PRESS RELEASE 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 ---------------- 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. -----END PRIVACY-ENHANCED MESSAGE-----