SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
1000 LANCASTER STREET, BALTIMORE, MARYLAND 21202
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(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (410) 843-8000
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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.
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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
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Name: Robert W. Zentz
Title: Senior Vice President
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Amendment to Rights Agreement dated as of March 30, 2001 between Sylvan and
First Union National Bank.