-----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, B7krOnyLsdlZivJuijkIhgzAFVXPioSijqjyc98EoLzvqHtUazRNANZUuQo04Ngp JeT3m9J0pIOZHO/hSTdhGw== 0001036050-99-001351.txt : 19990629 0001036050-99-001351.hdr.sgml : 19990629 ACCESSION NUMBER: 0001036050-99-001351 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990628 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: SEC FILE NUMBER: 000-22844 FILM NUMBER: 99654009 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 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, 1998 ----------------- 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.) 1000 LANCASTER STREET, BALTIMORE, MARYLAND 21202 - ------------------------------------------ ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (410)843-8000 ------------- 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 $1.4 billion as of March 15, 1999. The registrant had 50,874,171 shares of Common Stock outstanding as of March 15, 1999. 1 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 32 Consolidated Balance Sheets as of December 31, 1997 and December 31, 1998 33 Consolidated Statements of Income for the years ended December 31, 1996, 1997 and 1998 35 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1996, 1997 and 1998 36 Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1997 and 1998 37 Notes to Consolidated Financial Statements 38 Audited Financial Statements of Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan for the years ended December 31, 1997 and 1998 69
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, 1998 and 1997, 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 Plan at December 31, 1998 and 1997, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1998, and reportable transactions for the year then ended, are presented for the purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Baltimore, Maryland May 18, 1999 3 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Statements of Net Assets Available for Benefits
December 31 1998 1997 ---------------------------------- Assets Investments, at fair value: Sylvan Learning Systems, Inc. common stock $ 3,943,030 $ 2,367,764 Mutual funds: Putnam Growth and Income Fund 4,544,209 3,026,732 Putnam Income Fund 800,256 502,654 Putnam Vista Fund 2,631,343 1,422,560 Putnam OTC and Emerging Growth Fund 2,692,869 1,451,242 Putnam International Growth Fund 1,961,757 1,093,749 Putnam Stable Value Fund 1,363,532 821,854 Participant loans 188,357 132,026 ---------------------------------- Total investments 18,125,353 10,818,581 Receivables: Employer's contribution 481,692 315,022 Participants' contributions 352,867 233,990 ---------------------------------- Total receivables 834,559 549,012 ---------------------------------- Net assets available for benefits $18,959,912 $11,367,593 ==================================
See accompanying notes. 4 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Statements of Changes in Net Assets Available for Benefits
Year ended December 31 1998 1997 --------------------------------------- Investment income: Interest $ 13,089 $ 5,158 Dividends 828,402 618,831 --------------------------------------- 841,491 623,989 Transfers from merged plans 1,534,999 1,728,244 Employee salary deferral contributions 4,126,018 2,708,641 Employer contribution 481,692 315,022 Employee rollover contributions 808,664 414,717 --------------------------------------- Total additions 7,792,864 5,790,613 Participant withdrawals (1,217,457) (384,206) Net realized and unrealized appreciation in fair value of investments 1,016,912 792,558 --------------------------------------- Net increase 7,592,319 6,198,965 Net assets available for benefits at beginning of year 11,367,593 5,168,628 --------------------------------------- Net assets available for benefits at end of year $18,959,912 $11,367,593 =======================================
See accompanying notes. 5 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" or "Plan Sponsor") Retirement Plan are prepared using the accrual method of accounting. Use of Estimates 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. Investment Valuation Investments are stated at fair 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 carried at their unpaid principal balance which approximates fair value. Realized gains or losses on the sale of investments are computed as the difference between the proceeds received and the average cost of investments held. The change in the difference between cost and fair value, including realized gains and losses, is included in the statements of changes in net assets available for benefits as net appreciation or depreciation in the fair value of investments. 6 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 1. Significant Accounting Policies (continued) Administration Expenses All costs and expenses incurred in connection with the administration of the Plan are paid by the Company. 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 of the Company and of Caliber Learning Network, Inc. (a corporate joint venture 10% owned by the Company) who are age twenty-one or older and have completed one year of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Plan Mergers In connection with the Company's acquisitions of Educational & Training Consultants of PA, Inc. and Drake Prometric, L.P., the Education & Training Consultants of PA, Inc. 401(k) Plan (the "ETC Plan") and the Drake Prometric, L.P. 401(k) Plan (the "Drake Plan") were merged into the Plan effective May 1, 1998 and July 1, 1998, respectively. The ETC Plan's net assets of $258,545 and the Drake Plan's net assets of $1,276,454 were transferred into the Plan on May 1, 1998 and July 1, 1998, respectively. In connection with the Company's acquisitions of Inroads, Inc. and Carter Holdings, the ICST Savings & Investment Plan (the "ICST Plan") and the Carter Holdings 401(k) Plan (the "Carter Plan") were merged into the Plan effective November 1, 1997 and October 1, 1997, respectively. The ICST Plan's net assets of $1,628,807 and the Carter Plan's net assets of $99,437 were transferred into the Plan on November 5, 1997 and October 2, 1997, respectively. 7 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 2. Plan Description (continued) Contributions Participants may contribute up to 15% of their pretax annual compensation, subject to certain annual limitations imposed by the Internal Revenue Code. In addition, employees may rollover distributions received from other plans. The Company makes a discretionary matching contribution equal to a percentage of the amount of the compensation that the participant elected to contribute up to a maximum of 6% of the participant's compensation. The matching contribution percentage for 1997 and 1998 was 25% of the participant contribution. Additional discretionary contributions may be made at the option of the Company. There were no additional discretionary contributions made by the Company in 1998 or 1997. 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. 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 20 percent per year in years two through five and 20 percent after the first year of service. 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, 1998, the following investment options were available: Sylvan Learning Systems, Inc. common stock and the following Putnam Funds: Growth and Income Fund, Income Fund, Vista Fund, OTC and Emerging Growth Fund, International Growth Fund, and Stable Value Fund. Participants have the opportunity to change their investment options daily. 8 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 2. Plan Description (continued) Participant Loans Participants may borrow from their account balances a minimum of $1,000 up to a maximum of the lesser 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 a life annuity, joint and survivor annuity or 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. In the event of plan termination, participants will become 100 percent vested in their accounts. 9 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 3. Investments During 1998 and 1997 the Plan's investments (including investments bought, sold and held during the year) appreciated in fair value by $1,016,912 and $792,558 respectively, as follows:
Year Ended December 31, 1998 ----------------------------------------- Net Appreciation (Depreciation) in Fair Value Fair Value at During Year End of Year ----------------------------------------- Fair value as determined by quoted market price: Sylvan Learning Systems, Inc. common stock $ 427,352 $ 3,943,030 Mutual funds: Putnam Growth and Income Fund 138,571 4,544,209 Putnam Income Fund (20,074) 800,256 Putnam Vista Fund 182,173 2,631,343 Putnam OTC and Emerging Growth Fund 116,319 2,692,869 Putnam International Growth Fund 172,571 1,961,757 Putnam Stable Value Fund - 1,363,532 Fair value as estimated by Plan Administrator: Participant loans - 188,357 ----------------------------------------- $1,016,912 $18,125,353 =========================================
10 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 3. Investments (continued)
Year Ended December 31, 1997 ---------------------------------------- Net Appreciation (Depreciation) in Fair Value Fair Value at During Year End of Year ---------------------------------------- Fair value as determined by quoted market price: Sylvan Learning Systems, Inc. common stock $ 610,263 $ 2,367,764 Mutual funds: Putnam Growth and Income Fund (102,191) 3,026,732 Putnam Income Fund 4,735 502,654 Putnam Vista Fund 100,861 1,422,560 Putnam OTC and Emerging Growth Fund 127,075 1,451,242 Putnam International Growth Fund 51,815 1,093,749 Putnam Stable Value Fund - 821,854 Fair value as estimated by Plan Administrator: Participant loans - 132,026 ---------------------------------------- $ 792,558 $10,818,581 ========================================
4. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated June 2, 1997, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 5. Reconciliation of Form 5500 The financial statements at December 31, 1998 and 1997 differ from Form 5500 filed with the IRS in that net realized gains (losses) and unrealized appreciation (depreciation) in fair value of investments have been summarized in the financial statements rather than shown as several categories of net investment gain (loss) per line 32b of the Form 5500. 11 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 6. Year 2000 (Unaudited) The Plan Sponsor has determined that it will be necessary to take certain steps in order to ensure that the Plan's information systems are prepared to handle year 2000 dates. The Plan Sponsor is taking a two phase approach. The first phase addresses internal systems that must be modified or replaced to function properly. Both internal and external resources are being utilized to replace or modify existing software applications, and test the software and equipment for the year 2000 modifications. The Plan Sponsor has substantially completed this phase of the project. Costs associated with modifying software and equipment are not estimated to be significant and will be paid by the Plan Sponsor. For the second phase of the project, Plan management established formal communications with its third party service providers to determine that they have developed plans to address their own year 2000 problems as they relate to the Plan's operations. All third party service providers have indicated that they are year 2000 compliant. If modification of data processing systems of either the Plan, the Plan Sponsor, or its service providers are not completed timely, the year 2000 problem could have a material impact on the operations of the Plan. Plan management has not developed a contingency plan, because they are confident that all systems will be year 2000 ready. 12 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 7. Allocation of Net Assets Available for Benefits to Investment Programs
December 31, 1998 ------------------------------------------------------------------ Sylvan Learning Putnam Putnam Systems, Inc. Fund for Putnam Putnam OTC and Common Growth Income Vista Emerging Stock and Income Fund Fund Growth Fund ------------------------------------------------------------------ Assets Investments, at fair value $3,943,030 $4,544,209 $800,256 $2,631,343 $2,692,869 Employer's contributions receivable 481,692 -- -- -- -- Participants' contributions receivable 67,018 82,392 17,675 63,975 59,440 ------------------------------------------------------------------ Net assets available for benefits $4,491,740 $4,626,601 $817,931 $2,695,318 $2,752,309 ================================================================== December 31, 1997 ------------------------------------------------------------------ Sylvan Learning Putnam Putnam Systems, Inc. Fund for Putnam Putnam OTC and Common Growth Income Vista Emerging Stock and Income Fund Fund Growth Fund ------------------------------------------------------------------ Assets Investments, at fair value $2,367,764 $3,026,732 $502,654 $1,422,560 $1,451,242 Employer's contributions receivable 315,022 -- -- -- -- Participants' contributions receivable 38,248 47,361 10,993 41,492 50,629 ------------------------------------------------------------------ Net assets available for benefits $2,721,034 $3,074,093 $513,647 $1,464,052 $1,501,871 ================================================================== December 31, 1998 ----------------------------------------------------- Putnam Putnam International Stable Growth Value Participant Fund Fund Loans Total ----------------------------------------------------- Assets Investments, at fair value $1,961,757 $1,363,532 $188,357 $18,125,353 Employer's contributions receivable -- -- -- 481,692 Participants' contributions receivable 44,285 18,082 -- 352,867 ----------------------------------------------------- Net assets available for benefits $2,006,042 $1,381,614 $188,357 $18,959,912 ===================================================== December 31, 1997 ------------------------------------------------------- Putnam Putnam International Stable Growth Value Participant Fund Fund Loans Total ------------------------------------------------------- Assets Investments, at fair value $1,093,749 $821,854 $132,026 $10,818,581 Employer's contributions receivable -- -- -- 315,022 Participants' contributions receivable 32,066 13,201 -- 233,990 ------------------------------------------------------- Net assets available for benefits $1,125,815 $835,055 $132,026 $11,367,593 =======================================================
13 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 8. Allocation of Changes in Net Assets Available for Benefits to Investment Programs
Year Ended December 31, 1998 ----------------------------------------------------------- Sylvan Putnam Learning Putnam OTC and Systems, Inc. Fund for Putnam Putnam Emerging Common Growth Income Vista Growth Stock and Income Fund Fund Fund ----------------------------------------------------------- Investment income: Interest $ -- $ -- $ -- $ -- $ -- Dividends -- 388,747 42,977 190,417 83,980 ----------------------------------------------------------- -- 388,747 42,977 190,417 83,980 Transfers from merged plans -- 530,687 34,248 7 343,265 Employee salary deferral contributions 783,632 963,395 206,667 748,052 695,029 Employer contribution 481,692 -- -- -- -- Employee rollover contributions 143,358 139,254 34,082 195,012 190,568 ----------------------------------------------------------- Total additions 1,408,682 2,022,083 317,974 1,133,488 1,312,842 Participant withdrawals (137,695) (561,195) (67,683) (120,564) (122,266) Net realized and unrealized appreciation (depreciation) in fair value of investments 427,352 138,571 (20,074) 182,173 116,319 Interfund transfers 72,367 (46,951) 74,067 36,169 (56,457) ----------------------------------------------------------- Net increase 1,770,706 1,552,508 304,284 1,231,266 1,250,438 Net assets available for benefits at beginning of year 2,721,034 3,074,093 513,647 1,464,052 1,501,871 ----------------------------------------------------------- Net assets available for benefits at end of the year $4,491,740 $4,626,601 $817,931 $2,695,318 $2,752,309 =========================================================== Year ended December 31, 1998 ---------------------------------------------------- Putnam Putnam International Stable Growth Value Participant Fund Fund Loans Total ---------------------------------------------------- Investment income: Interest $ -- $ -- $ 13,089 $ 13,089 Dividends 56,437 65,844 -- 828,402 ---------------------------------------------------- 56,437 65,844 13,089 841,491 Transfers from merged plans 155,056 456,894 14,842 1,534,999 Employee salary deferral contributions 517,817 211,426 -- 4,126,018 Employer contribution -- -- -- 481,692 Employee rollover contributions 75,326 31,064 -- 808,664 ---------------------------------------------------- Total additions 804,636 765,228 27,931 7,792,864 Participant withdrawals (112,959) (71,824) (23,271) (1,217,457) Net realized and unrealized appreciation (depreciation) in fair value of investments 172,571 -- -- 1,016,912 Interfund transfers 15,980 (146,846) 51,671 -- ---------------------------------------------------- Net increase 880,228 546,558 56,331 7,592,319 Net assets available for benefits at beginning of year 1,125,815 835,055 132,026 11,367,593 ---------------------------------------------------- Net assets available for benefits at end of the year $2,006,043 $1,381,613 $188,357 $18,959,912 ====================================================
14 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements (continued) 9. Allocation of Changes in Net Assets Available for Benefits to Investment Programs (continued)
Year ended December 31, 1997 --------------------------------------------------------------------- Sylvan Putnam Putnam Learning Fund for OTC and Systems, Inc. Growth Putnam Putnam Emerging Common and Income Vista Growth Stock Income Fund Fund Fund --------------------------------------------------------------------- Investment income: Interest $ -- $ -- $ -- $ -- $ -- Dividends -- 391,330 22,024 106,770 36 --------------------------------------------------------------------- -- 391,330 22,024 106,770 36 Transfers from merged plans -- 1,367,648 173,932 71,417 -- Employee salary deferral contributions 442,756 548,246 127,252 480,311 586,072 Employer contribution 315,022 -- -- -- -- Employee rollover contributions 21,625 136,619 12,715 73,579 87,360 --------------------------------------------------------------------- Total additions 779,403 2,443,843 335,923 732,077 673,468 Withdrawals (65,715) (57,490) (15,414) (62,561) (73,735) Net appreciation (depreciation) in fair value of investments 610,263 (102,191) 4,735 100,861 127,075 Interfund transfers (45,249) 44,139 (31,304) 15,003 (43,762) --------------------------------------------------------------------- Net increase (decrease) 1,278,702 2,328,301 293,940 785,380 683,046 Net assets available for benefits at beginning of year 1,442,332 745,792 219,707 678,672 818,825 --------------------------------------------------------------------- Net assets available for benefits at end of the year $2,721,034 $3,074,093 $513,647 $1,464,052 $1,501,871 ===================================================================== Year ended December 31, 1997 ------------------------------------------------------ Putnam Putnam International Stable Growth Value Participant Fund Fund Loans Totals ------------------------------------------------------ Investment income: Interest $ -- $ -- $ 5,158 $ 5,158 Dividends 63,648 35,023 -- 618,831 ------------------------------------------------------ 63,648 35,023 5,158 623,989 Transfers from merged plans 13,646 101,601 -- 1,728,244 Employee salary deferral contributions 371,193 152,811 -- 2,708,641 Employer contribution -- -- -- 315,022 Employee rollover contributions 82,569 250 -- 414,717 ------------------------------------------------------ Total additions 531,056 289,685 5,158 5,790,613 Withdrawals (47,419) (61,872) -- (384,206) Net appreciation (depreciation) in fair value of investments 51,815 -- -- 792,558 Interfund transfers 4,890 (26,877) 83,160 -- ------------------------------------------------------ Net increase (decrease) 540,342 200,936 88,318 6,198,965 Net assets available for benefits at beginning of year 585,473 634,119 43,708 5,168,628 ------------------------------------------------------ Net assets available for benefits at end of the year $1,125,815 $835,055 $132,026 $11,367,593 ======================================================
15 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan EIN: 52-1492296 Plan # 001 Line 27a--Schedule of Assets Held for Investment Purposes December 31, 1998
Description of Investment Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Par or Current Lessor or Similar Party Maturity Value Cost Value - ----------------------------------------------------------------------------------------------------- Sylvan Learning Systems, Inc.** 129,277 shares of Common Stock $ 2,702,757 $ 3,943,030 Mutual Funds:** Putnam Growth and Income Fund 221,777 shares 4,538,160 4,544,209 Putnam Income Fund 115,645 shares 817,456 800,256 Putnam Vista Fund 201,327 shares 2,397,148 2,631,343 Putnam OTC and Emerging Growth Fund 156,108 shares 2,500,646 2,692,869 Putnam International Growth Fund 102,016 shares 1,747,406 1,961,757 Putnam Stable Value Fund 1,363,532 shares 1,363,532 1,363,532 Participant loans 188,357 principal balance, various rates and maturities -- 188,357 --------------------------------- Total investments $16,067,105 $18,125,353 =================================
** Party-in-interest 16 Sylvan Learning Systems, Inc. 401(k) Retirement Savings Plan EIN: 52-1492296 Plan # 001 Line 27d--Schedule of Reportable Transactions Year ended December 31, 1998
(a) (h) Identity Current Value of Party (c) Purchase (d) Selling (g) Cost of of Asset on (i) Net Gain Involved (b) Description of Assets Price Price Asset Transaction Date or (Loss) - --------------------------------------------------------------------------------------------------------------------------- Category (iii)--series of transactions in excess of 5% of plan assets - ---------------------------------------------------------------------------------------------------------------------------- Putnam Growth & Income $1,598,993 $ -- $1,598,993 $1,598,993 $ -- Putnam Growth & Income -- 750,774 751,042 750,774 (268) Putnam Vista 1,218,365 -- 1,218,365 1,218,365 -- Putnam Vista -- 191,762 180,737 191,762 11,025 Putnam OTC & Emerging Growth 1,004,275 -- 1,004,275 1,004,275 -- Putnam OTC & Emerging Growth -- 222,234 224,711 222,234 (2,477) Putnam International Growth 675,950 -- 675,950 675,950 -- Putnam International Growth 135,569 122,404 135,569 13,165 Putnam Stable Value 413,414 -- 413,414 413,414 -- Putnam Stable Value -- 328,630 328,630 328,630 -- * Sylvan Learning Systems common stock 1,412,235 -- 1,412,235 1,412,235 -- * Sylvan Learning Systems common stock -- 264,402 203,692 264,402 60,710
* Transactions made on the market. There were no category (i), (ii), or (iv) reportable transactions during 1998. Column (e) is not applicable. Column (f) is not applicable as the commissions and fees related to purchases and sales of investments are included in the proceeds from the sale and are not separately identified by the trustee. 17 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 25, 1999 18 EXHIBIT INDEX Exhibit No. Description - ----------- ------------------------------- 23.01 Consent of Independent Auditors 19 -----END PRIVACY-ENHANCED MESSAGE-----