
<PAGE>

                                                          EXHIBIT 99(a)(1)(i)

                          Offer to Purchase for Cash

                                      by

                         Sylvan Learning Systems, Inc.

                                      of

                  Up to 9,500,000 Shares of its Common Stock
          (Including the Associated Preferred Stock Purchase Rights)

  At a Purchase Price Not Greater Than $17.50 nor Less Than $15.25 Per Share


   The offer, proration period and withdrawal rights will expire at 12:00
   Midnight, Eastern Time, on Monday, April 17, 2000, unless the offer is
                                  extended.


  Sylvan Learning Systems, Inc., a Maryland corporation, invites its
shareholders to tender up to 9,500,000 shares of its common stock, $0.01 par
value per share, for purchase by it at a price not greater than $17.50 nor
less than $15.25 per share, net to the seller in cash, without interest. We
will select the lowest purchase price that will allow us to buy 9,500,000
shares or, if a lesser number of shares are properly tendered, all shares that
are properly tendered and not withdrawn. All shares acquired in the offer will
be acquired at the same purchase price.

  Only shares properly tendered at prices at or below the purchase price
selected by us, and not properly withdrawn, will be purchased. However,
because of the "odd lot" priority, proration and conditional tender provisions
described in this Offer to Purchase, all of the shares tendered at or below
the purchase price may not be purchased if more than the number of shares we
seek are properly tendered. Shares not purchased in the offer will be returned
as promptly as practicable following the Expiration Date. See Section 3.

  We reserve the right, in our sole discretion, to purchase more than
9,500,000 shares pursuant to the offer. See Section 1.

  THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THIS OFFER, HOWEVER, IS SUBJECT TO OTHER CONDITIONS. SEE SECTION 7.

  The shares are listed and traded on The Nasdaq Stock Market under the symbol
"SLVN". On March 20, 2000, the last full trading day before announcement of
the offer, the last reported sale price of the shares on The Nasdaq Stock
Market was $14.875. Shareholders are urged to obtain current market quotations
for the shares. See Section 8.

  OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER. HOWEVER, NEITHER WE NOR OUR
BOARD OF DIRECTORS NOR THE DEALER MANAGERS MAKES ANY RECOMMENDATION TO YOU AS
TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE
PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE
YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY
SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN
DOING SO, YOU SHOULD CONSIDER OUR REASONS FOR MAKING THIS OFFER, INCLUDING OUR
RECENT CASH SALE OF OUR COMPUTER-BASED TESTING BUSINESS AND OUR RECENTLY
ANNOUNCED NEW BUSINESS STRATEGY. SEE SECTION 2. OUR DIRECTORS AND EXECUTIVE
OFFICERS HAVE ADVISED US THAT THEY DO NOT INTEND TO TENDER ANY OF THEIR SHARES
IN THE OFFER.

                           -------------------------

                    The Dealer Managers for this offer are:

                             Goldman, Sachs & Co.

                           -------------------------

                     Purchase Offer dated March 21, 2000.
<PAGE>

                                   IMPORTANT

    If you wish to tender all or any part of the shares registered in your
name, you must:

  . Follow the instructions described in Section 3 carefully, including
    completing a Letter of Transmittal in accordance with the instructions
    and delivering it, along with your share certificates and any other
    required items, to First Union National Bank, the Depositary;

  . If your shares are registered in the name of a broker, dealer,
    commercial bank, trust company or other nominee, contact the nominee if
    you desire to tender your shares and request that the nominee tender
    them for you; and

  . Participants in our Employee Stock Purchase Plan or our 401(k)
    Retirement Savings Plan who wish to tender any of their shares held in
    these plans must follow the separate instructions and procedures
    described in Section 3 of this Offer to Purchase.

    Any shareholder who desires to tender shares and whose certificates for
the shares are not immediately available or cannot be delivered to the
Depositary or who cannot comply with the procedure for book-entry transfer or
whose other required documents cannot be delivered to the Depositary prior to
expiration of the offer must tender the shares pursuant to the guaranteed
delivery procedure set forth in Section 3.

    TO PROPERLY TENDER SHARES, YOU MUST VALIDLY COMPLETE THE LETTER OF
TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH YOU ARE
TENDERING SHARES.

    If you wish to maximize the chance that your shares will be purchased at
the purchase price determined by us, you should check the box in the section
on the Letter of Transmittal captioned "Shares Tendered at Price Determined
Pursuant to the Offer." Note that this election could result in your shares
being purchased at the minimum price of $15.25 per share.

    If you have questions, need assistance or require additional copies of
this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery, you should contact D.F. King & Co., Inc., the Information Agent, or
Goldman, Sachs & Co., the Dealer Managers for the offer, at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase.

    WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO
THE PURCHASE PRICE AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES IN THIS
OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER
OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER
OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR
REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR
REPRESENTATION AS HAVING BEEN AUTHORIZED BY US OR THE DEALER MANAGERS.





<PAGE>

                               SUMMARY OF TERMS

  We are providing this summary of terms for your convenience. It highlights
material information in this document, but you should realize that it does not
describe all of the details of the offer to the same extent described in this
document. We urge you to read the entire document and the related letter of
transmittal because they contain the full details of the offer. Where helpful,
we have included references to the sections of this document where you will
find a more complete discussion.

WHO IS OFFERING TO           We are Sylvan Learning Systems, Inc. We are
PURCHASE MY SHARES?          offering to purchase up to 9,500,000 shares of
                             our common stock and the associated preferred
                             stock purchase rights. No separate consideration
                             will be paid for these rights.

WHAT WILL THE PURCHASE       We are conducting the offer through a procedure
PRICE FOR THE SHARES BE      commonly called a modified "Dutch Auction." This
AND WHAT WILL BE THE FORM    procedure allows you to select the price within a
OF PAYMENT?                  price range specified by us at which you are
                             willing to sell your shares. The price range for
                             this offer is $15.25 to $17.50. We will select
                             the lowest purchase price that will allow us to
                             buy 9,500,000 shares or, if a lesser number of
                             shares are properly tendered, all shares that are
                             properly tendered and not withdrawn. All shares
                             we purchase will be purchased at the same price,
                             even if you have selected a lower price, but we
                             will not purchase any shares above the purchase
                             price we determine. If you wish to maximize the
                             chance that your shares will be purchased, you
                             should check the box in the section on the letter
                             of transmittal indicating that you will accept
                             the purchase price we determine. You should
                             understand that this election could result in
                             your shares being purchased at the minimum price
                             of $15.25 per share. If your shares are purchased
                             in the offer, you will be paid the purchase
                             price, in cash, without interest, as soon as
                             practicable after the expiration of the offer
                             period. Under no circumstances will we pay
                             interest on the purchase price, even if there is
                             a delay in making payment. See Section 1.

HOW MANY SHARES WILL         We will purchase 9,500,000 shares in the tender
SYLVAN PURCHASE?             offer or such lesser number of shares as are
                             properly tendered. 9,500,000 shares represents
                             19% of our outstanding common stock. We will not
                             pay any additional consideration for the
                             preferred stock purchase rights. If more than
                             9,500,000 shares are tendered, all shares
                             tendered at or below the purchase price will be
                             purchased on a pro rata basis, except for "odd
                             lots" (lots held by owners of less than 100
                             shares), which will be purchased on a priority
                             basis. We also expressly reserve the right to
                             purchase additional shares up to 2% of the
                             outstanding shares and could decide to purchase
                             more shares subject to applicable legal
                             requirements. The offer is not conditioned on any
                             minimum number of shares being tendered by
                             shareholders. See Section 1.

HOW WILL SYLVAN PAY FOR      We will need a maximum of $166,250,000 to
THE SHARES?                  purchase 9,500,000 shares, assuming the price
                             paid per share is $17.50. We recently completed
                             the sale of our computer-based testing business
                             for approximately $600 million in cash, net of
                             tax and transaction costs. We will use a portion
                             of these cash proceeds to pay for the shares we
                             purchase in the offer. See Section 9.

                                       i

<PAGE>

HOW LONG DO I HAVE TO        You may tender your shares until the tender offer
TENDER MY SHARES?            expires. The offer will expire on Monday, April
                             17, 2000, at 12:00 Midnight, Eastern time, unless
                             we extend the offer. We may choose to extend the
                             offer at any time. We cannot assure you, however,
                             that we will extend the offer or, if we extend
                             it, for how long. See Sections 1 and 15.

HOW WILL I BE NOTIFIED IF    If the offer is extended, we will make a public
SYLVAN EXTENDS THE OFFER?    announcement of the extension no later than 9:00
                             a.m. on the first business day after the
                             previously scheduled expiration of the offer
                             period. See Section 15.

ARE THERE ANY CONDITIONS     Yes. Our obligation to accept and pay for your
TO THE OFFER?                tendered shares depends upon a number of
                             conditions, including:

                             . No significant decrease in the price of our
                               common stock or in the price of equity
                               securities generally and no adverse changes in
                               the U.S. stock markets or credit markets shall
                               have occurred during this offer.

                             . No legal action shall have been threatened,
                               pending or taken, that might adversely affect
                               the offer.

                             . No one shall have proposed, announced or made a
                               tender or exchange offer (other than this
                               offer), merger, business combination or other
                               similar transaction involving us.

                             . No material change in our business, condition
                               (financial or otherwise), assets, income,
                               operations, prospects or stock ownership shall
                               have occurred during this offer.

                             For more information on conditions to the offer,
                             see Section 7.

HOW DO I TENDER MY SHARES?   To tender your shares, prior to 12:00 Midnight,
                             Eastern time, on Monday, April 17, 2000, unless
                             the offer is extended:

                             . you must deliver your share certificate(s) and
                               a properly completed and duly executed letter
                               of transmittal to the depositary at the address
                               appearing on the back cover page of this
                               document; or

                             . the depositary must receive a confirmation of
                               receipt of your shares by book-entry transfer
                               and a properly completed and duly executed
                               letter of transmittal or the other documents
                               described in this Offer to Purchase; or

                             . you must comply with the guaranteed delivery
                               procedure outlined in Section 3.

                             You may also contact the information agent, the
                             dealer managers or your broker for assistance.
                             The contact information for the information agent
                             and dealer managers is set forth on the back
                             cover page of this document. See Section 3 and
                             the instructions to the letter of transmittal.


                             We have been informed that participants in our
                             Employee Stock Purchase Plan who wish to tender
                             any of their shares held in their account under
                             the Employee Stock Purchase Plan must instruct
                             Salomon Smith Barney to tender their shares at
                             least three business days before the expiration
                             of the offer by following the separate
                             instructions and procedures described in Section
                             3.

                                      ii

<PAGE>

                             We have been informed that participants in our
                             401(k) Retirement Savings Plan who wish to tender
                             any of their shares held in the savings plan must
                             instruct the trustee to tender their shares at
                             least three business days before the expiration
                             of the offer by following the separate
                             instructions and procedures described in Section
                             3.

                             Yes. You may withdraw your tendered shares at any
ONCE I HAVE TENDERED         time before 12:00 Midnight, Eastern time, on
SHARES IN THE OFFER, CAN I   Monday, April 17, 2000, unless we extend the
WITHDRAW MY TENDERED         offer, in which case you can withdraw your shares
SHARES?                      until the expiration of the offer as extended. If
                             we have not accepted for payment the shares you
                             have tendered to us, you may also withdraw your
                             shares at any time after 12:00 Midnight, Eastern
                             time, on Monday, May 15, 2000. See Section 4.


HOW DO I WITHDRAW SHARES I   You must deliver on a timely basis a written,
PREVIOUSLY TENDERED?         telegraphic or facsimile notice of your
                             withdrawal to the depositary at the address
                             appearing on the back cover page of this
                             document. Your notice of withdrawal must specify
                             your name, the number of shares to be withdrawn
                             and the name of the registered holder of the
                             shares. Some additional requirements apply if the
                             certificates for shares to be withdrawn have been
                             delivered to the depositary or if your shares
                             have been tendered under the procedure for book-
                             entry transfer set forth in Section 3. See
                             Section 4.


IN WHAT ORDER WILL TENDERED  First, we will purchase shares from all holders
SHARES BE PURCHASED?         of "odd lots" of less than 100 shares (not
                             including any shares held in our Employee Stock
                             Purchase Plan or our 401(k) Retirement Savings
                             Plan, which will not have priority) who properly
                             tender all of their shares at or below the
                             purchase price selected by us. Second, after
                             purchasing all shares from the "odd lot" holders,
                             we will purchase shares from all other
                             shareholders who properly tender shares at or
                             below the purchase price selected by us, on a pro
                             rata basis, subject to the conditional tender
                             provisions described in Section 6. Therefore, all
                             of the shares that you tender in the offer may
                             not be purchased even if they are tendered at or
                             below the purchase price. See Section 1.


IF I DECIDE NOT TO TENDER,   Shareholders who choose not to tender will own a
HOW WILL THE OFFER AFFECT    greater interest in us following the offer.
MY SHARES?


WHAT DO SYLVAN AND ITS       Our Board of Directors has approved this offer.
BOARD OF DIRECTORS THINK     However, neither we nor our Board of Directors
OF THE OFFER?                nor the dealer managers is making any
                             recommendation whether you should tender or
                             refrain from tendering your shares or at what
                             purchase price you should choose to tender your
                             shares. You must decide whether to tender your
                             shares and, if so, how many shares to tender and
                             the price or prices at which you will tender
                             them. You should discuss whether to tender your
                             shares with your broker or other financial
                             advisor. Our directors and executive officers
                             have advised us that they do not intend to tender
                             any of their shares in the offer. See Section 2.


                                      iii

<PAGE>

WHEN WILL SYLVAN PAY ME      We will pay the purchase price, in cash, without
FOR THE SHARES I TENDER?     interest, for the shares we purchase as promptly
                             as practicable after the expiration of the offer
                             and the acceptance of the shares for payment. See
                             Sections 1 and 5.


                             On March 20, 2000, the last full trading day
WHAT IS THE RECENT MARKET    before the announcement of the offer, the last
PRICE OF MY SHARES?          reported sale price of the shares on The Nasdaq
                             Stock Market was $14.875. You are urged to obtain
                             current market quotations for your shares.


WILL I HAVE TO PAY           If you are a registered shareholder and you
BROKERAGE COMMISSIONS IF I   tender your shares directly to the depositary,
TENDER MY SHARES?            you will not incur any brokerage commission. If
                             you hold shares through a broker or bank, we urge
                             you to consult your broker or bank to determine
                             whether transaction costs are applicable. See the
                             Introduction and Section 3.


WHAT ARE THE UNITED STATES   Generally, you will be subject to United States
FEDERAL INCOME TAX           federal income taxation when you receive cash
CONSEQUENCES IF I TENDER     from us in exchange for the shares you tender. In
MY SHARES?                   addition, the receipt of cash for your tendered
                             shares will be treated either as (1) a sale or
                             exchange eligible for capital gains treatment or
                             (2) a dividend subject to ordinary income tax
                             rates. See Section 14.


WILL I HAVE TO PAY STOCK     If you instruct the depositary in the related
TRANSFER TAX IF I TENDER     letter of transmittal to make the payment for the
MY SHARES?                   shares to the registered holder, you will not
                             incur any stock transfer tax. See Section 5.


WHOM DO I CONTACT IF I       The information agent or dealer managers can help
HAVE QUESTIONS ABOUT THE     answer your questions. The information agent is
OFFER?                       D.F. King & Co., Inc. and the dealer managers are
                             Goldman, Sachs & Co. Their contact information is
                             set forth on the back cover page of this
                             document.


                                      iv

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
FORWARD LOOKING STATEMENTS.................................................   1
INTRODUCTION...............................................................   2
THE OFFER..................................................................   4
  1. Number of Shares......................................................   4
  2. Recent Developments; Purpose of the Offer; Certain Effects of the
  Offer....................................................................   6
  3. Procedures for Tendering Shares.......................................   9
  4. Withdrawal Rights.....................................................  15
  5. Purchase of Shares and Payment of Purchase Price......................  16
  6. Conditional Tender of Shares..........................................  17
  7. Conditions of the Offer...............................................  17
  8. Price Range of Shares; Dividends......................................  19
  9. Source and Amount of Funds............................................  20
 10. Certain Information Concerning Us.....................................  20
 11. Interests of Directors and Executive Officers; Transactions and
   Arrangements Concerning the Shares......................................  22
 12. Effects of the Offer on the Market for Shares; Registration Under the
  Exchange Act.............................................................  23
 13. Certain Legal Matters; Regulatory Approvals...........................  23
 14. Certain United States Federal Income Tax Consequences.................  23
 15. Extension of the Offer; Termination; Amendment........................  26
 16. Fees and Expenses.....................................................  27
 17. Miscellaneous.........................................................  28
</TABLE>

<PAGE>

                          FORWARD LOOKING STATEMENTS

  This Offer to Purchase, the Introduction, Sections 2, 10 and 14 and
documents incorporated by reference contain statements that are not historical
facts and constitute projections, forecasts or forward-looking statements.
These statements may be identified by the use of forward-looking words or
phrases such as "believes," "expects," "anticipates," "intends," "plans,"
"estimates," "may" and "should". These statements are not guarantees of
performance. They are inherently subject to known and unknown risks,
uncertainties and assumptions that could cause our future results and
shareholder value to differ materially from those expressed in these
statements. Our actual actions or results may differ materially from those
expected or anticipated in the forward-looking statements. Specific factors
that might cause such a difference, include, but are not limited to:

  . developments in the education and training markets;

  . technological developments, particularly internet technology;

  . the timing and success of our business development efforts;

  . the level of competition we experience in our businesses and its effect
    on pricing;

  . consumer and business acceptance of the internet as a medium for
    education and training;

  . the success of our new internet incubator company and the start-up
    companies in which we invest;

  . other uncertainties, all of which are difficult to predict and many of
    which are beyond our control; and

  . general economic, business and social conditions.

  We undertake no obligation to make any revision to the forward-looking
statements contained in this document or to update them to reflect events or
circumstances occurring after the date of this document.

                                       1
<PAGE>

To the Holders of our Common Stock:

                                 INTRODUCTION

  Sylvan Learning Systems, Inc., a Maryland corporation, invites its
shareholders to tender shares of our common stock, $0.01 par value per share,
for purchase by it. We are offering to purchase up to 9,500,000 shares at a
price not greater than $17.50 nor less than $15.25 per share, net to the
seller in cash, without interest.

  We will select the lowest purchase price that will allow us to buy 9,500,000
shares or, if a lesser number of shares are properly tendered, all shares that
are properly tendered and not withdrawn. All shares acquired in the offer will
be acquired at the same purchase price.

  Our offer is being made upon the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Letter of Transmittal
which, as they may be amended or supplemented from time to time, together
constitute this offer. All shares tendered and purchased will include the
tender and purchase of the associated preferred stock purchase rights issued
pursuant to the Amended and Restated Rights Agreement dated as of December 18,
1999, between us and First Union National Bank, as rights agent, and, unless
the context otherwise requires, all references in this document to shares
include the associated preferred stock purchase rights.

  Only shares properly tendered at prices at or below the purchase price we
select and not properly withdrawn will be purchased. However, because of the
"odd lot" priority, proration and conditional tender provisions described in
this Offer to Purchase, all of the shares tendered at or below the purchase
price will not be purchased if more than the number of shares we seek are
tendered. We will return shares tendered at prices in excess of the purchase
price that we determine and shares we do not purchase because of proration or
conditional tenders as promptly as practicable following the Expiration Date.
See Section 3.

  We reserve the right, in our sole discretion, to purchase more than
9,500,000 shares pursuant to the offer, subject to certain limitations and
legal requirements. See Sections 1 and 15.

  The offer is not conditioned on any minimum number of shares being tendered.
The offer is, however, subject to other conditions. See Section 7.

  Our Board of Directors has approved this offer. However, neither we nor our
Board of Directors nor the Dealer Managers is making any recommendation
whether you should tender or refrain from tendering your shares or at what
purchase price you should choose to tender your shares. You must make your own
decision whether to tender your shares and, if so, how many shares to tender
and the price or prices at which you will tender them. In deciding whether to
tender and at what purchase price, you should consider our reasons for making
this offer and other available information about us. See Section 2. Our
directors and executive officers have advised us that they do not intend to
tender any shares in the offer. See Section 11.

  If at the expiration of the offer, more than 9,500,000 shares (or such
greater number of shares as we may elect to purchase) are properly tendered at
or below the purchase price and not properly withdrawn, we will buy shares
first from all Odd Lot Holders (as defined in Section 1) who properly tender
all their shares at or below the purchase price, and second, on a pro rata
basis from all other shareholders who properly tender shares at or below the
purchase price, other than shareholders who tender conditionally, and for whom
the condition is not satisfied. See Section 1.


                                       2
<PAGE>

  If you tender shares in the offer, your tender will include a tender of the
preferred stock purchase rights associated with your tendered shares. No
separate consideration will be paid for these rights. See Section 8.

  The purchase price will be paid net to the tendering shareholder in cash,
without interest, for all shares purchased. Tendering shareholders who hold
shares registered in their own name and who tender their shares directly to
the Depositary will not be obligated to pay brokerage commissions,
solicitation fees or, subject to Instruction 7 of the Letter of Transmittal,
stock transfer taxes on our purchase of shares in the offer. Shareholders
holding shares through brokers or banks are urged to consult the brokers or
banks to determine whether transaction costs may apply if shareholders tender
shares through the brokers or banks and not directly to the Depositary. Also,
any tendering shareholder or other payee who fails to complete, sign and
return to the Depositary the Substitute Form W-9 that is included as part of
the Letter of Transmittal or Form W-8 obtained from the Depository may be
subject to required United States federal income tax backup withholding equal
to 31% of the gross proceeds payable to the tendering shareholder or other
payee pursuant to the offer. See Section 3.

  We will pay the fees and expenses incurred in connection with the offer by
Goldman, Sachs & Co., the Dealer Managers for this offer, First Union National
Bank, the Depositary for this offer, D.F. King & Co., Inc., the Information
Agent for this offer, Salomon Smith Barney, which administers our Employee
Stock Purchase Plan, and Putnam Fiduciary Trust Company, the Trustee of our
401(k) Retirement Savings Plan. See Section 16.

  Participants in our Employee Stock Purchase Plan may instruct Salomon Smith
Barney to tender some or all of the shares held in the participant's account
by following the instructions in the "Letter to Participants in Sylvan's
Employee Stock Purchase Plan" furnished separately and returning it to Salomon
Smith Barney in accordance with those instructions. If Salomon Smith Barney
has not received a participant's instructions at least three business days
prior to the Expiration Date, Salomon Smith Barney will not tender any shares
held in a participant's account under the Employee Stock Purchase Plan. Any
employee stock purchase plan shares tendered but not purchased will be
returned to the participant's account. See Section 3.

  Participants in our 401(k) Retirement Savings Plan may instruct the Trustee
of the savings plan and holder of record, Putnam Fiduciary Trust Company, to
tender some or all of the shares held for the participant's account by
following the instructions in the "Letter to Participants in the Sylvan 401(k)
Retirement Savings Plan" furnished separately and returning it to First Union
National Bank in accordance with those instructions. If First Union National
Bank has not received a participant's instructions at least three business
days prior to the Expiration Date, the Trustee will not tender any shares held
on behalf of the participant in the savings plan. The proceeds received by the
Trustee from any tender of shares from a participant's account will be
reinvested pro-rata in accordance with the participant's current investment
directions for new elective deferral contributions. However, if the
participant's current investment directions for new elective deferral
contributions provide that some or all of the participant's contributions are
to be invested in our common stock, then that portion of the tender proceeds
will be invested in the Putnam Stable Value Fund. Once the tender proceeds
have been credited to the participant's savings plan accounts, the participant
may reallocate his or her investments among the various investment funds under
the savings plan in the usual manner. See Section 3.

  As of March 20, 2000, we had 50,344,374 issued and outstanding shares, and
1,159,001 shares reserved for issuance upon exercise of outstanding stock
options under our stock option plans. The 9,500,000 shares that we are
offering to purchase pursuant to the offer represent approximately 19% of our
outstanding shares outstanding on March 20, 2000. The shares are listed and
traded on The Nasdaq Stock Market under the symbol "SLVN". On March 20, 2000,
the last full trading day before the announcement of the offer, the last
reported sale price of the shares as reported on The Nasdaq Stock Market was
$14.875. Shareholders are urged to obtain current market quotations for the
shares. See Section 8.

                                       3



<PAGE>

                                   THE OFFER

1. Number of Shares.

  Upon the terms and subject to the conditions of the offer, we will purchase
9,500,000 shares, or the lesser number of shares that are properly tendered
and not properly withdrawn in accordance with Section 4 before the Expiration
Date, as defined below, at prices not greater than $17.50 nor less than $15.25
per share, net to the seller in cash, without interest.

  The term "Expiration Date" means 12:00 Midnight, Eastern time, on Monday,
April 17, 2000. We may, in our sole discretion, extend the period of time
during which the offer will remain open. In the event of an extension, the
term "Expiration Date" will refer to the latest time and date at which the
offer, as extended by us, will expire. See Section 15 for a description of our
right to extend, delay, terminate or amend the offer.

  In accordance with Instruction 5 of the Letter of Transmittal, shareholders
desiring to tender shares must either (1) specify that they are willing to
sell their shares to us at the price determined in the offer, or (2) specify
the price, not greater than $17.50 nor less than $15.25 per share, at which
they are willing to sell their shares to us in the offer. As promptly as
practicable following the Expiration Date, we will, upon the terms and subject
to the conditions of the offer, determine a single per share purchase price
(in multiples of $0.125) that we will pay for shares properly tendered and not
properly withdrawn pursuant to the offer, taking into account the number of
shares tendered and the prices specified by tendering shareholders. We will
select the lowest purchase price that will allow us to buy 9,500,000 shares
or, if a lesser number of shares are properly tendered, all shares that are
properly tendered and not withdrawn. All shares purchased in the offer will be
purchased at the same purchase price.

  Only shares properly tendered at prices at or below the purchase price we
determine and not properly withdrawn will be purchased. However, because of
the "odd lot" priority, proration and conditional tender provisions, all of
the shares tendered at or below the purchase price will not be purchased if
more than the number of shares we seek are properly tendered. All shares
tendered and not purchased pursuant to the offer, including shares tendered at
prices in excess of the purchase price we determine and shares not purchased
because of proration or conditional tenders, will be returned to the tendering
shareholders at our expense as promptly as practicable following the
Expiration Date.

  We reserve the right to purchase more than 9,500,000 shares pursuant to the
offer. In accordance with applicable regulations of the Securities and
Exchange Commission, we may purchase pursuant to the offer an additional
number of shares not to exceed 2% of the outstanding shares without amending
or extending the offer. See Section 15.

  In the event of an oversubscription of the offer, shares tendered at or
below the purchase price before the Expiration Date will be subject to
proration, except for Odd Lots (as defined below). The proration period also
expires on the Expiration Date.

  If we (1) increase the price that may be paid for shares above $17.50 per
share or decrease the price that may be paid for shares below $15.25 per
share, (2) materially increase the Dealer Managers fee, (3) increase the
number of shares that we may purchase in the offer by more than 2% of our
outstanding shares, or (4) decrease the number of shares that we may purchase
in the offer, then the offer must remain open for at least ten business days
following the date that notice of the increase or decrease is first published,
sent or given in the manner specified in Section 15.

  The offer is not conditioned on any minimum number of shares being tendered.
The offer is, however, subject to other conditions. See Section 7.


                                       4

<PAGE>

  Priority of Purchases. If more than 9,500,000 shares (or a greater number of
shares as we may elect to purchase) have been properly tendered at prices at
or below the purchase price selected by us and not properly withdrawn before
the Expiration Date, we will purchase properly tendered shares on the basis
set forth below:

  . First, we will purchase all shares tendered by any Odd Lot Holder (as
    defined below) who:

   (1) tenders all shares owned beneficially or of record by the Odd Lot
       Holder at a price at or below the purchase price selected by us
       (tenders of less than all of the shares owned by the Odd Lot Holder
       will not qualify for this preference); and

   (2) completes the section entitled "Odd Lots" in the Letter of
       Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

  . Second, after the purchase of all of the shares properly tendered by Odd
    Lot Holders, subject to the conditional tender provisions described in
    Section 6, we will purchase all other shares tendered at prices at or
    below the purchase price, on a pro rata basis with appropriate
    adjustments to avoid purchases of fractional shares, as described below.

Therefore, all of the shares that a shareholder tenders in the offer may not
be purchased even if they are tendered at prices at or below the purchase
price.

  Odd Lots. The term "Odd Lots" means all shares tendered at prices at or
below the purchase price selected by us by any person (an "Odd Lot Holder")
who owned beneficially or of record a total of fewer than 100 shares (not
including any shares held in our Employee Stock Purchase Plan or in our 401(k)
Retirement Savings Plan) and so certified in the appropriate place on the
Letter of Transmittal and, if applicable, on the Notice of Guaranteed
Delivery. To qualify for this preference, an Odd Lot Holder must tender all
shares owned by the Odd Lot Holder in accordance with the procedures described
in Section 3. Odd Lots will be accepted for payment before any proration of
the purchase of other tendered shares. This preference is not available to
partial tenders or to beneficial or record holders of an aggregate of 100 or
more shares, even if these holders have separate accounts or certificates
representing fewer than 100 shares, or with respect to any shares held in our
Employee Stock Purchase Plan or in our 401(k) Retirement Savings Plan. By
tendering in the offer, an Odd Lot Holder who holds shares in its name and
tenders its shares directly to the Depositary would not only avoid the payment
of brokerage commissions, but also would avoid any applicable odd lot
discounts in a sale of the holder's shares. Any Odd Lot Holder wishing to
tender all of the shareholder's shares pursuant to the offer should complete
the section entitled "Odd Lots" in the Letter of Transmittal and, if
applicable, in the Notice of Guaranteed Delivery.

  We also reserve the right, but will not be obligated, to purchase all shares
properly tendered by any shareholder who tenders any shares owned beneficially
or of record, at or below the purchase price selected by us and who, as a
result of proration, would then own beneficially or of record, an aggregate of
fewer than 100 shares. If we exercise this right, we will increase the number
of shares that we are offering to purchase in the offer by the number of
shares purchased through the exercise of the right.

  Proration. If proration of tendered shares is required, we will determine
the proration factor as promptly as practicable following the Expiration Date.
Proration for each shareholder tendering shares, other than Odd Lot Holders,
will be based on the ratio of the number of shares tendered by the shareholder
to the total number of shares tendered by all shareholders, other than Odd Lot
Holders, at or below the purchase price selected by us. Because of the
difficulty in determining the number of shares properly tendered and not
properly withdrawn, and because of the Odd Lot procedure described above and
the conditional tender procedure described in Section 6, we do not expect that
we will be able to announce the final proration factor or commence payment for
any shares purchased pursuant to the offer until about seven business days
after the Expiration Date. The preliminary results of any proration will be
announced by press release as promptly as practicable after the Expiration

                                       5

<PAGE>

Date. After the Expiration Date, shareholders may obtain preliminary proration
information from the Information Agent and also may be able to obtain the
information from their brokers.

  As described in Section 14, the number of shares that we will purchase from
a shareholder pursuant to the offer may affect the United States federal
income tax consequences to the shareholder of the purchase and, therefore, may
be relevant to a shareholder's decision whether or not to tender shares. The
Letter of Transmittal affords each tendering shareholder the opportunity to
designate the order of priority in which shares tendered are to be purchased
in the event of proration.

  This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of the shares and will be furnished to brokers, banks and
similar persons whose names, or the names of whose nominees, appear on our
shareholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of shares.

2. Recent Developments; Purpose of the Offer; Certain Effects of the Offer.

 Recent Developments

  Introduction. Over the past year, our Board of Directors has conducted a
strategic review of our company, its structure and business prospects. The
Board considered several possible actions to maximize shareholder value. The
Board concluded that selling our computer-based testing business, known as
Prometric, would further our business objectives by allowing management to
focus on our core educational operating businesses and, by using the proceeds
of the sale, to finance new opportunities identified by our Board and
management.

  Sale of Prometric. On January 26, 2000, we announced that we had entered
into an agreement with The Thomson Corporation to sell Prometric. The sale was
effective as of March 6, 2000. We received over $600 million in cash, net of
tax and transaction costs, from the sale of Prometric. Our Board has
determined to use these proceeds for the following purposes:

  . approximately $130 million to pay down our revolving credit facility;

  . approximately $100 million for expansion of our international university
    initiative, which involves pursuing for-profit higher educational
    opportunities outside the United States;

  . approximately $120 million in cash to be invested over time in our new
    internet incubator company (we will make additional investments in the
    internet incubator company as described below);

  . approximately $166 million for this tender offer; and

  . approximately $84 million for working capital purposes.

  New Business Strategy. On February 24, 2000, we announced a new business
strategy. Building on our brand recognition and industry-leading position in
education services, we will seek to create shareholder value by capitalizing
on the opportunity to establish a leadership position in the education and
training internet marketplace. We will also seek to maintain our leadership
position in our core educational services businesses. We will focus our
business on these two areas:

  . Internet incubator company. Launching an incubator company to invest in
    and incubate companies focusing on emerging internet technology
    solutions for the education and training marketplace. The goal of the
    incubator is to create asset value by investing in, starting and
    managing companies that have strong potential for market leadership.

  . Core educational services. Providing consumer-oriented educational
    services, through an operating company that will include Sylvan Learning
    Centers, contract education services, English language instruction and
    our international university initiative.

                                       6

<PAGE>

  Investment in Internet Incubator Company. An important part of our new
business strategy is to launch the internet incubator company by the end of
the first quarter of 2000. We will have a controlling interest in this
company. We will commit $220 million in cash and $65 million in other assets
to the internet incubator. The assest we will contribute include our current
investments in Caliber Learning Network Inc., OnlineLearning.net, ZapMe!
Corp., and eSylvan, our online tutoring venture. Affiliates of Apollo
Management, L.P., including Rare Medium Group Inc., a leading internet
professional services firm, have committed $100 million in funding for the
internet incubator company. Also, certain members of Sylvan's management,
including Mr. Becker and Mr. Hoehn-Saric, and other investors at management's
discretion will invest approximately $15 million in the new venture. The
internet incubator company intends to seek to raise another $100 million from
strategic internet investors in the near future, bringing total funding to an
expected $500 million.

  Organizational Changes. On February 24, 2000, we also announced
organizational changes to support our new business strategy. These
organizational changes include:

  .  Our President and Co-Chief Executive Officer, Douglas Becker, will
     become our Chairman of the Board and sole Chief Executive Officer.

  .  Christopher Hoehn-Saric will assume the leadership position at the
     internet incubator as Chairman and Chief Executive Officer.

  Messrs. Becker and Hoehn-Saric have shared the responsibility of our Chief
Executive Officer for the past nine years.

  .  Lee McGee will serve as Executive Vice President of the internet
     incubator company. Mr. McGee, our Executive Vice President and Chief
     Financial Officer, will continue to serve in that capacity until his
     replacement is hired. Mr. McGee has served as our Chief Financial
     Officer since 1987.

  .  Peter Cohen has been promoted to become our President and Chief
     Operating Officer and will report to Mr. Becker. In this role, Mr.
     Cohen will focus on the performance of our core educational services
     operating business. Mr. Cohen served as President of the Sylvan
     Learning Center division since 1996.

  .  Raph Appadoo joined us as President and Chief Executive Officer of our
     international university division in January 2000. In this newly
     created position, Mr. Appadoo will be responsible for pursuing higher
     educational opportunities outside the United States and will report
     directly to Mr. Becker. Mr. Appadoo joined Sylvan from Aetna where he
     served as executive vice president of their international operations.

  Investment in Sylvan. We also announced on February 24, 2000 that affiliates
of Apollo Management, L.P., a private equity firm based in New York, Los
Angeles and London, will lead an additional investment of approximately $100
million in Sylvan. Joining Apollo in this $100 million investment will be an
affiliate of Investor AB, DB (Deutsche Bank) Capital and SKT LLC. The
investment will be in the form of ten-year subordinated convertible
debentures. The debentures will have a 5% cash coupon, payable on a semiannual
basis, and will be convertible into our common stock at a rate of $15.735 per
share. The transaction is expected to close prior to March 31, 2000. Laurence
Berg and Michael Gross, who are partners in Apollo Management, L.P., will join
our Board of Directors. We believe that these two investments by Apollo are a
validation of the growth prospects of our core educational services businesses
as well as our new business strategy.

                                       7

<PAGE>

 Purpose of the Offer; Certain Effects of the Offer

  Purpose of the Offer. Our new business strategy emphasizes both growing our
core educational services operating businesses and the significant value-
creation potential of our internet incubator company. We believe this new
strategy provides shareholders a unique investment opportunity and will enable
us to maximize shareholder value. We are making the offer to buy back our
shares because we believe that our shares are undervalued in the public market
and that the offer is consistent with our long-term corporate goal of
increasing shareholder value. We believe that the offer is a prudent use of
our financial resources, given our newly announced business strategy, as well
as our assets and current market price of our common stock. We also believe
that investing in our own shares is an attractive use of capital and an
efficient means to provide value to our shareholders.

  After the offer is completed, we believe that our anticipated cash flow from
operations, access to credit facilities and capital markets and financial
condition will be, taken together, adequate for our needs for at least the
next 12 months. However, our actual experience may differ significantly from
our expectations. Future events may adversely or materially affect our
business, expenses or prospects and could affect our available cash or the
availability or cost of external financial resources.

  Our Board has approved the offer. However, neither we nor our Board of
Directors nor the Dealer Managers makes any recommendation to shareholders as
to whether to tender or refrain from tendering their shares or as to the
purchase price at which shareholders should tender their shares, and none of
them have authorized any person to make any recommendation. Shareholders are
urged to evaluate carefully all information in the offer, consult with their
own investment and tax advisors and make their own decision whether to tender
and, if so, how many shares to tender and the price or prices at which to
tender them. We have been advised that none of our directors or executive
officers intends to tender any of their shares pursuant to this offer.

  Certain Effects of the Offer. Upon the completion of the offer, non-
tendering shareholders will own a greater interest in a company focused on its
core educational services businesses and the new internet incubator company.
Our new business strategy may or may not be successful. Non-tendering
shareholders will realize a proportionate increase in their relative ownership
interest in our company, and thus in our future earnings and assets, subject
to our right to issue additional shares and other equity securities in the
future. Shareholders may be able to sell non-tendered shares in the future on
Nasdaq or otherwise, at a net price significantly higher than the purchase
price in the offer. We can give no assurance, however, as to the price at
which a shareholder may be able to sell his or her shares in the future, which
may be higher or lower than the purchase price paid by us in this offer.

  Shares that we acquire in this offer will be restored to the status of
authorized but unissued shares and will be available for us to issue in the
future without further shareholder action (except as required by applicable
law or Nasdaq rules) for all purposes, such as the acquisition of other
businesses or the raising of additional capital for use in our businesses. We
have no current plans for the issuance of shares repurchased pursuant to this
offer.

  Except as disclosed in this Offer to Purchase, we currently have no plans,
proposals or negotiations underway that relate to or would result in:

  . any extraordinary transaction, such as a merger, reorganization or
    liquidation, involving us or any of our subsidiaries;

  . any purchase, sale or transfer of an amount of our assets or any of our
    subsidiaries' assets which is material to us and our subsidiaries, taken
    as a whole;

  . any material change in amounts we have available for borrowing under our
    revolving credit facility (although as a result of the sale of
    Prometric, the amounts available for borrowing under our credit
    agreement will be reduced from $150 million to $100 million);

                                       8

<PAGE>

  . any material change in our present Board of Directors or management or
    any plans or proposals to change the number or the term of directors
    (although we may fill existing vacancies on the board) or to change any
    material term of the employment contract of any executive officer;

  . any material change in our present dividend policy of not paying cash
    dividends, our capitalization, corporate structure or business;


  . any class of our equity securities being delisted by Nasdaq or cease to
    be authorized to be quoted in an automated quotations system operated by
    a national securities association;

  . any class of our equity securities becoming eligible for termination of
    registration under section 12(g)(4) of the Securities Exchange Act of
    1934, as amended (the "Exchange Act");

  . the suspension of our obligation to file reports under Section 15(d) of
    the Exchange Act;

  . the acquisition or disposition by any person of our securities; or

  . any changes in our charter, bylaws or other governing instruments or
    other actions that could impede the acquisition of control of us.

  Although we have no current plans to acquire additional shares of our common
stock other than through the offer, we may, in the future, purchase additional
shares in the open market, in private transactions, through tender offers or
otherwise, subject to the approval of our Board. Future purchases may be on
the same terms as this offer or on terms that are more or less favorable to
shareholders than the terms of this offer. However, Rule 13e-4 under the
Exchange Act prohibits us and our affiliates from purchasing any shares, other
than pursuant to the offer, until at least ten business days after the
Expiration Date. Any future purchases by us will depend on many factors,
including:

  . the market price of the shares at that time;

  . the results of this offer;

  . our business strategy;

  . our business and financial position; and

  . general economic and market conditions.

3. Procedures for Tendering Shares.

  Proper Tender of Shares. For shares to be tendered properly pursuant to the
offer:

  (1) the certificates for the shares, or confirmation of receipt of the
      shares pursuant to the procedure for book-entry transfer set forth
      below, together with (a) a properly completed and duly executed Letter
      of Transmittal (or a manually signed facsimile of the Letter of
      Transmittal), including any required signature guarantees, (b) an
      Agent's Message (as defined below) in the case of a book-entry transfer
      or (c) the specific acknowledgement in the case of a tender through the
      Automated Tender Offer Program (as described below) of the Book-Entry
      Transfer Facility (as defined below), and any other documents required
      by the Letter of Transmittal, must be received before 12:00 Midnight,
      Eastern time, on the Expiration Date by the Depositary at its address
      set forth on the back cover of this Offer to Purchase; or

  (2) the tendering shareholder must comply with the guaranteed delivery
      procedure set forth below.

In accordance with Instruction 5 of the Letter of Transmittal, each
shareholder desiring to tender shares pursuant to the offer must either (1)
check the box in the section of the Letter of Transmittal captioned "Shares
Tendered at Price Determined Pursuant to the Offer" or (2) check one of the
boxes in the section of the Letter of Transmittal captioned "Price (In
Dollars) per Share at Which Shares Are Being Tendered" indicating the price at
which shares are being tendered. A tender of shares will be proper if and only
if, one of these boxes is checked on the Letter of Transmittal.

                                       9

<PAGE>

  If tendering shareholders wish to maximize the chance that their shares will
be purchased, they should check the box in the section on the Letter of
Transmittal captioned "Shares Tendered at Price Determined Pursuant to the
Offer." Note that this election could result in the tendered shares being
purchased at the minimum price of $15.25 per share.

  If tendering shareholders wish to indicate a specific price (in multiples of
$0.125) at which their shares are being tendered, they must check a box under
the section captioned "Price (in dollars) per Share at Which Shares Are Being
Tendered." Tendering shareholders should be aware that this election could
mean that none of their shares will be purchased if they check a box other
than the box representing the lowest price. A shareholder who wishes to tender
shares at more than one price must complete separate letters of transmittal
for each price at which shares are being tendered. The same shares cannot be
tendered (unless previously properly withdrawn in accordance with the terms of
the offer) at more than one price.

  Odd Lot Holders who tender all their shares must also complete the section
captioned "Odd Lots" in the Letter of Transmittal and, if applicable, in the
Notice of Guaranteed Delivery, to qualify for the preferential treatment
available to Odd Lot Holders as set forth in Section 1.

  Shareholders who hold shares through brokers or banks are urged to consult
the brokers or banks to determine whether transaction costs may apply if
shareholders tender shares through the brokers or banks and not directly to
the Depositary.

  Participants in our Employee Stock Purchase Plan who wish to tender some or
all of the shares held in their accounts under the plan must follow the
instructions in the "Letter to Participants in Sylvan's Employee Stock
Purchase Plan" furnished separately and return it to Salomon Smith Barney in
accordance with those instructions. The instructions must be received by
Salomon Smith Barney no later than three business days prior to the Expiration
Date, or no shares allocated to the participant's account will be tendered.

  Participants in our 401(k) Retirement Savings Plan who wish to tender some
or all of the shares allocated to their accounts must follow the instructions
in the "Letter to Participants in Sylvan's 401(k) Retirement Savings Plan"
furnished separately and return it to First Union National Bank in accordance
with those instructions. The instructions must be received by First Union
National Bank no later than three business days prior to the Expiration Date,
or no shares allocated to the participant's account will be tendered.

  Signature Guarantees and Method of Delivery. No signature guarantee is
required if:

  (1) the Letter of Transmittal is signed by the registered holder of the
      shares (which term, for purposes of this Section 3, will include any
      participant in The Depository Trust Company (the "Book-Entry Transfer
      Facility") whose name appears on a security position listing as the
      owner of the shares) tendered and the holder has not completed either
      the box entitled "Special Delivery Instructions" or the box entitled
      "Special Payment Instructions" on the Letter of Transmittal; or

  (2) shares are tendered for the account of a bank, broker, dealer, credit
      union, savings association or other entity that is a member in good
      standing of the Securities Transfer Agents Medallion Program or a bank,
      broker, dealer, credit union, savings association or other entity that
      is an "eligible guarantor institution," as the term is defined in Rule
      17Ad-15 under the Securities Exchange Act of 1934, as amended (each of
      the foregoing constitutes an "Eligible Institution"). See Instruction 1
      of the Letter of Transmittal.

  If a certificate for shares is registered in the name of a person other than
the person executing a Letter of Transmittal, or if payment is to be made, or
shares not purchased or tendered are to be issued, to a person other than the
registered holder, then the certificate must be endorsed or accompanied by an
appropriate stock power, in either case, signed exactly as the name of the
registered holder appears on the certificate, with the signature guaranteed by
an Eligible Institution.

                                      10

<PAGE>

  In all cases, payment for shares tendered and accepted for payment pursuant
to the offer will be made only after timely receipt by the Depositary of
certificates for the shares (or a timely confirmation of the book-entry
transfer of the shares into the Depositary's account at the Book-Entry
Transfer Facility as described above), a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile of the Letter of
Transmittal), an Agent's Message in the case of a book-entry transfer or the
specific acknowledgment in the case of a tender through the Automated Tender
Offer Program of the Book-Entry Transfer Facility, and any other documents
required by the Letter of Transmittal.

  The method of delivery of all documents, including certificates for shares,
the Letter of Transmittal and any other required documents, is at the election
and risk of the tendering shareholder. If delivery is by mail, we recommend
that shareholders use registered mail with return receipt requested, properly
insured. In all cases, sufficient time should be allowed to ensure timely
delivery.

  Book-Entry Delivery. The Depositary will establish an account with respect
to the shares for purposes of the offer at the Book-Entry Transfer Facility
within two business days after the date of this Offer to Purchase, and any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the shares by causing the
Book-Entry Transfer Facility to transfer shares into the Depositary's account
in accordance with the Book-Entry Transfer Facility's procedures for transfer.
Although delivery of shares may be effected through a book-entry transfer into
the Depositary's account at the Book-Entry Transfer Facility, either (1) a
properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile of the Letter of Transmittal), with any required signature
guarantees, an Agent's Message in the case of a book-entry transfer or the
specific acknowledgement in the case of a tender through the Automated Tender
Offer Program of the Book-Entry Transfer Facility, and any other required
documents must be transmitted to and received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase before the
Expiration Date, or (2) the guaranteed delivery procedure described below must
be followed. Delivery of the Letter of Transmittal and any other required
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Depositary.

  The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility
has received an express acknowledgement from the participant in the Book-Entry
Transfer Facility tendering shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that we may
enforce such agreement against the participant.

  Participants in the Book-Entry Transfer Facility may tender their shares in
accordance with the Automated Tender Offer Program to the extent it is
available to them for the shares they wish to tender. A shareholder tendering
through the Automated Tender Offer Program must expressly acknowledge that the
shareholder has received and agreed to be bound by the Letter of Transmittal
and that the Letter of Transmittal may be enforced against them.

  Guaranteed Delivery. If a shareholder desires to tender shares pursuant to
the offer and the shareholder's share certificates are not immediately
available or cannot be delivered to the Depositary before the Expiration Date
(or the procedure for book-entry transfer cannot be completed on a timely
basis), or if time will not permit all required documents to reach the
Depositary before the Expiration Date, the shares still may be tendered, if
all of the following conditions are satisfied:

  (1) the tender is made by or through an Eligible Institution;

  (2) the Depositary receives by hand, mail, overnight courier, telegram or
      facsimile transmission, on or before the Expiration Date, a properly
      completed and duly executed Notice of Guaranteed Delivery substantially
      in the form we have provided with this Offer to Purchase, including
      (where required) a signature guarantee by an Eligible Institution in
      the form set forth in the Notice of Guaranteed Delivery; and


                                      11

<PAGE>

  (3) the certificates for all tendered shares, in proper form for transfer
      (or confirmation of book-entry transfer of the shares into the
      Depositary's account at the Book-Entry Transfer Facility), together
      with a properly completed and duly executed Letter of Transmittal (or a
      manually signed facsimile of the Letter of Transmittal), including any
      required signature guarantees, an Agent's Message in the case of a
      book-entry transfer or the specific acknowledgement in the case of a
      tender through the Automated Tender Offer Program of the Book-Entry
      Transfer Facility, and any other documents required by the Letter of
      Transmittal, are received by the Depositary within three Nasdaq trading
      days after the date of receipt by the Depositary of the Notice of
      Guaranteed Delivery.

  Return of Unpurchased Shares. If any tendered shares are not purchased, or
if less than all shares evidenced by a shareholder's certificates are
tendered, certificates for unpurchased shares will be returned as promptly as
practicable after the expiration or termination of the offer or, in the case
of shares tendered by book-entry transfer at the Book-Entry Transfer Facility,
the shares will be credited to the appropriate account maintained by the
tendering shareholder at the Book-Entry Transfer Facility, in each case
without expense to the shareholder.

  Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of shares
to be accepted, the purchase price to be paid for shares to be accepted and
the validity, form, eligibility (including time of receipt) and acceptance for
payment of any tender of shares will be determined by us, in our sole
discretion, and our determination will be final and binding on all parties. We
reserve the absolute right to reject any or all tenders of any shares that we
determine are not in proper form or the acceptance for payment of or payment
for which may, in the opinion of our counsel, be unlawful. We also reserve the
absolute right to waive any of the conditions of the offer or any defect or
irregularity in any tender with respect to any particular shares or any
particular shareholder, and our interpretation of the terms of the offer will
be final and binding on all parties. No tender of shares will be deemed to
have been properly made until all defects or irregularities have been cured by
the tendering shareholder or waived by us. We will not, and none of the Dealer
Managers, the Depositary, the Information Agent or any other person, will be
obligated to give notice of any defects or irregularities in tenders, nor will
any of them incur any liability for failure to give any notice.

  Our Employee Stock Purchase Plan. Participants in our Employee Stock
Purchase Plan may instruct Salomon Smith Barney, which administers the
Employee Stock Purchase Plan, to tender some or all of the shares held in the
participant's account under the plan by following the instructions in the
"Letter to Participants in Sylvan's Employee Stock Purchase Plan" furnished
separately and returning it to Salomon Smith Barney in accordance with those
instructions. Each participant may direct that all, some or none of the shares
held in the participant's account under the Employee Stock Purchase Plan be
tendered and the price at which such participant's shares are to be tendered.
Any employee stock purchase plan shares tendered but not purchased will be
returned to the participant's employee stock purchase plan account. All
documents furnished to shareholders generally in connection with the offer
will be made available to participants whose accounts are credited with
shares. Participants in the Employee Stock Purchase Plan cannot use the Letter
of Transmittal to direct the tender of shares, but must use the separate
instruction letter sent to them.

  Delivery of a Letter of Transmittal by an Employee Stock Purchase Plan
participant does not constitute proper tender of his or her employee stock
purchase plan shares. Proper tender can only be made by Salomon Smith Barney,
who is the record owner of these shares. Please note that the deadline for
submitting instruction letters to Salomon Smith Barney is earlier than the
Expiration Date. We have been advised that if Salomon Smith Barney has not
received a participant's instructions at least three business days prior to
the Expiration Date, Salomon Smith Barney will not tender any shares held in
the participant's account under in the Employee Stock Purchase Plan.
Participants in our Employee Stock Purchase Plan are urged to read the
separate instruction letter and related materials carefully.

                                      12

<PAGE>

  Our 401(k) Retirement Savings Plan. Participants in our 401(k) Retirement
Savings Plan may instruct the trustee of the plan, Putnam Fiduciary Trust
Company, to tender some or all of the shares allocated to a participant's
account by following the instructions in the "Letter to Participants in
Sylvan's 401(k) Retirement Savings Plan" furnished separately and returning it
to First Union National Bank in accordance with those instructions. All
documents furnished to shareholders generally in connection with the offer
will be made available to participants whose savings plan accounts are
credited with shares. Participants in the savings plan cannot use the Letter
of Transmittal to direct the tender of shares, but must use the separate
instruction letter sent to them.

  Our 401(k) Retirement Savings Plan is prohibited from selling shares to us
for a price that is less than the prevailing market price. Accordingly, if a
participant in the savings plan elects to tender shares at a price that is
lower than the prevailing market price of our common stock at the expiration
of the offer, the tender price elected by the participant will be deemed to
have been increased to the closest tender price that is not less than the
closing price of our common stock on The Nasdaq Stock Market on the Expiration
Date.

  Delivery of a Letter of Transmittal by a savings plan participant does not
constitute proper tender of his or her 401(k) Retirement Savings Plan shares.
Proper tender can only be made by the Trustee, who is the record owner of the
shares held in the savings plan. Please note that instruction letters must be
submitted to the Trustee prior to the Expiration Date. We have been advised
that if First Union National Bank has not received a participant's
instructions at least three business days prior to the Expiration Date, the
Trustee will not tender any shares held on behalf of the participant in the
savings plan.

  The proceeds received by the Trustee from any tender of shares from a
participant's savings plan account will be reinvested pro-rata in accordance
with the participant's current investment directions for new elective deferral
contributions to that plan. However, if the participant's current investment
directions for new elective deferral contributions provide that some or all of
the participant's contributions are to be invested in our common stock, then
that portion of the tender proceeds will be invested in the Putnam Stable
Value Fund. Once the tender proceeds have been credited to the participant's
savings plan accounts, the participant may reallocate his or her investments
among the various investment funds under the savings plan in the usual manner.
Participants in our 401(k) Retirement Savings Plan are urged to read the
separate instruction letter and related materials carefully.

  Tendering Shareholder's Representation and Warranty; Our Acceptance
Constitutes an Agreement. A tender of shares pursuant to any of the procedures
described above will constitute the tendering shareholder's acceptance of the
terms and conditions of the offer, as well as the tendering shareholder's
representation and warranty to us that (1) the shareholder has a "net long
position," within the meaning of Rule 14e-4 promulgated by the SEC under the
Exchange Act, in the shares or equivalent securities at least equal to the
shares being tendered, and (2) the tender of shares complies with Rule 14e-4.
It is a violation of Rule 14e-4 for a person, directly or indirectly, to
tender shares for that person's own account unless, at the time of tender and
at the end of the proration period or period during which shares are accepted
by lot (including any extensions thereof), the person so tendering (1) has a
net long position equal to or greater than the amount of (a) shares tendered
or (b) other securities convertible into or exchangeable or exercisable for
the shares tendered and will acquire the shares for tender by conversion,
exchange or exercise and (2) will deliver or cause to be delivered the shares
in accordance with the terms of the offer. Rule 14e-4 provides a similar
restriction applicable to the tender or guarantee of a tender on behalf of
another person. Our acceptance for payment of shares tendered pursuant to the
offer will constitute a binding agreement between the tendering shareholder
and us on the terms and conditions of the offer.

  United States Federal Income Tax Backup Withholding. Under the United States
federal income tax backup withholding rules, unless an exemption applies under
the applicable law and regulations, 31% of the gross proceeds payable to a
shareholder or other payee pursuant to the offer must be withheld and remitted
to the United States Internal Revenue Service ("IRS"), unless the

                                      13

<PAGE>

shareholder or other payee provides his or her taxpayer identification number
(employer identification number or social security number) to the Depositary
(as payor) and certifies under penalties of perjury that the number is
correct. Therefore, each tendering shareholder should complete and sign the
Substitute Form W-9 included as part of the Letter of Transmittal so as to
provide the information and certification necessary to avoid backup
withholding unless the shareholder otherwise establishes to the satisfaction
of the Depositary that the shareholder is not subject to backup withholding.
If the United States Holder does not provide the Depositary with the correct
taxpayer identification number, the United States Holder (as defined in
Section 14) may be subject to penalties imposed by the IRS. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS in
accordance with its refund procedures. Certain "exempt recipients" (including,
among others, all corporations and certain Non-United States Holders (as
defined in Section 14)) are not subject to these backup withholding and
information reporting requirements. In order for a Non-United States Holder to
qualify as an exempt recipient, that shareholder must submit an IRS Form W-8
or a Substitute Form W-8, signed under penalties of perjury, attesting to that
shareholder's exempt status. These statements can be obtained from the
Depositary. See Instruction 14 of the Letter of Transmittal.

  To prevent United States federal income tax backup withholding equal to 31%
of the gross payments made to shareholders for shares purchased pursuant to
the offer, each shareholder who does not otherwise establish an exemption from
the backup withholding must provide the Depositary with the shareholder's
correct taxpayer identification number and provide other information by
completing the Substitute Form W-9 included as part of the Letter of
Transmittal.

  Withholding For Non-United States Holders. Even if a Non-United States
Holder has provided the required certification to avoid backup withholding,
the Depositary will withhold United States federal income taxes equal to 30%
of the gross payments payable to a Non-United States Holder or his agent
unless the Depositary determines that a reduced rate of withholding is
available under a tax treaty or that an exemption from withholding is
applicable because the gross proceeds are effectively connected with the
conduct of a trade or business within the United States. To obtain a reduced
rate of withholding under a tax treaty, a Non-United States Holder must
deliver to the Depositary before the payment a properly completed and executed
IRS Form 1001. To obtain an exemption from withholding on the grounds that the
gross proceeds paid pursuant to the offer are effectively connected with the
conduct of a trade or business within the United States, a Non-United States
Holder must deliver to the Depositary a properly completed and executed IRS
Form 4224. A Non-United States Holder that qualifies for an exemption from
withholding by delivering IRS Form 4224 will generally be required to file a
United States federal income tax return and will be subject to United States
federal income tax on income derived from the sale of shares pursuant to the
offer in the manner and to the extent described in Section 14 as if it were a
United States Holder. The Depositary will determine a shareholder's status as
a Non-United States Holder and eligibility for a reduced rate of, or exemption
from, withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate
that reliance is not warranted. A Non-United States Holder may be eligible to
obtain a refund of all or a portion of any tax withheld if the Non-United
States Holder meets those tests described in Section 14 that would
characterize the exchange as a sale (as opposed to a dividend) or is otherwise
able to establish that no tax or a reduced amount of tax is due.

  Non-United States Holders are urged to consult their tax advisors regarding
the application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption, and the refund
procedure.

  Lost or Destroyed Certificates. Shareholders whose certificates for part or
all of their shares have been lost, stolen, misplaced or destroyed may either
complete the box in the Letter of Transmittal entitled, "Affidavit of Lost or
Destroyed Certificate(s)," and pay the listed insurance premium or contact the
Depositary at (800) 829-8432 for instructions as to the documents that will be
required to be

                                      14

<PAGE>

submitted together with the Letter of Transmittal in order to receive stock
certificate(s) representing the shares. Shareholders are requested to contact
the Depositary immediately in order to permit timely processing of this
documentation.

  Certificates for shares, together with a properly completed Letter of
Transmittal and any other documents required by the Letter of Transmittal,
must be delivered to the Depositary and not to us. Any documents delivered to
us will not be forwarded to the Depositary and will not be deemed to be
properly tendered.

4. Withdrawal Rights.

  Shares tendered pursuant to the offer may be withdrawn at any time before
the Expiration Date and, unless already accepted for payment by us pursuant to
the offer, may also be withdrawn at any time after 12:00 Midnight, Eastern
time, on Monday, May 15, 2000. Except as otherwise provided in this Section 4,
tenders of shares pursuant to the offer are irrevocable.

  For a withdrawal to be effective, a notice of withdrawal must be in written,
telegraphic, telex or facsimile transmission form and must be received in a
timely manner by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase. Any notice of withdrawal must specify the
name of the tendering shareholder, the number of shares to be withdrawn and
the name of the registered holder of the shares if different from that of the
person who tendered the shares. If the certificates for shares to be withdrawn
have been delivered or otherwise identified to the Depositary, then, before
the release of the certificates, the tendering shareholder must also submit
the serial numbers shown on the particular certificates for shares to be
withdrawn and the signature(s) on the notice of withdrawal must be guaranteed
by an Eligible Institution (except in the case of shares tendered for the
account of an Eligible Institution). If shares have been tendered pursuant to
the procedure for book-entry transfer described in Section 3, the notice of
withdrawal also must specify the name and the number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn shares and must
otherwise comply with the Book-Entry Transfer Facility's procedures.

  All questions as to the form and validity, including the time of receipt, of
any notice of withdrawal will be determined by us, in our sole discretion,
which determination will be final and binding on all parties. Neither we nor
none of the Dealer Managers, the Depositary, the Information Agent or any
other person will be obligated to give notice of any defects or irregularities
in any notice of withdrawal, nor will any of them incur liability for failure
to give any notice.

  Participants in our Employee Stock Purchase Plan who wish to withdraw their
shares must follow the instructions found in the "Letter to Participants in
Sylvan's Employee Stock Purchase Plan" sent to them separately.

  Participants in our 401(k) Retirement Savings Plan who wish to withdraw
their shares must follow the instructions found in the "Letter to Participants
in Sylvan's 401(k) Retirement Savings Plan" sent to them separately.

  Withdrawals may not be rescinded, and any shares properly withdrawn will be
deemed not properly tendered for purposes of the offer. However, withdrawn
shares may be re-tendered before the Expiration Date by again following one of
the procedures described in Section 3.

  If we extend the offer, are delayed in our purchase of shares or are unable
to purchase shares pursuant to the offer for any reason, then, without
prejudice to our rights under the offer, the Depositary may, subject to
applicable law, retain tendered shares on our behalf, and the shares may not
be withdrawn except to the extent tendering shareholders are entitled to
withdrawal rights as described in this Section 4. Our reservation of the right
to delay payment for shares that we have accepted for payment is limited by
Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the
consideration offered or return the shares tendered promptly after termination
or withdrawal of a tender offer.

                                      15

<PAGE>

5. Purchase of Shares and Payment of Purchase Price.

   As promptly as practicable following the Expiration Date, we (1) will
determine a single per share purchase price we will pay for the shares
properly tendered and not properly withdrawn before the Expiration Date,
taking into account the number of shares tendered and the prices specified by
tendering shareholders, and (2) will accept for payment and pay for (and
thereby purchase) up to 9,500,000 shares properly tendered at prices at or
below the purchase price and not properly withdrawn before the Expiration
Date. For purposes of the offer, we will be deemed to have accepted for
payment (and therefore purchased), subject to the "odd lot" priority,
proration and conditional tender provisions of this offer, shares that are
properly tendered at or below the purchase price selected by us and not
properly withdrawn only when, as and if we give oral or written notice to the
Depositary of its acceptance of the shares for payment pursuant to the offer.

  We will accept for payment and pay the per share purchase price for all of
the shares accepted for payment pursuant to the offer as soon as practicable
after the Expiration Date. In all cases, payment for shares tendered and
accepted for payment pursuant to the offer will be made promptly, subject to
possible delay in the event of proration or conditional tender, but only after
timely receipt by the Depositary of certificates for shares, or of a timely
Book-Entry Confirmation of shares into the Depositary's account at the Book-
Entry Transfer Facility, and a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile of the Letter of Transmittal), an
Agent's Message in the case of a book-entry transfer or the specific
acknowledgement in the case of a tender through the Automated Tender Offer
Program of the Book-Entry Transfer Facility, and any other required documents.

  We will pay for shares purchased pursuant to the offer by depositing the
aggregate purchase price for the shares with the Depositary, which will act as
agent for tendering shareholders for the purpose of receiving payment from us
and transmitting payment to the tendering shareholders.

  In the event of proration, we will determine the proration factor and pay
for those tendered shares accepted for payment as soon as practicable after
the Expiration Date. However, we do not expect to be able to announce the
final results of any proration and commence payment for shares purchased until
approximately seven business days after the Expiration Date. Certificates for
all shares tendered and not purchased, including all shares tendered at prices
in excess of the purchase price and shares not purchased due to proration or
conditional tenders, will be returned or, in the case of shares tendered by
book-entry transfer, will be credited to the account maintained with the Book-
Entry Transfer Facility by the participant who delivered the shares, to the
tendering shareholder at our expense as promptly as practicable after the
Expiration Date or termination of the offer without expense to the tendering
shareholders. Under no circumstances will we pay interest on the purchase
price, including but not limited to, by reason of any delay in making payment.
In addition, if certain events occur, we may not be obligated to purchase
shares pursuant to the offer. See Section 7.

  We will pay all stock transfer taxes, if any, payable on the transfer to us
of shares purchased pursuant to the offer. If, however, payment of the
purchase price is to be made to, or (in the circumstances permitted by the
offer) if unpurchased shares are to be registered in the name of, any person
other than the registered holder, or if tendered certificates are registered
in the name of any person other than the person signing the Letter of
Transmittal, the amount of all stock transfer taxes, if any (whether imposed
on the registered holder or the other person), payable on account of the
transfer to the person will be deducted from the purchase price unless
satisfactory evidence of the payment of the stock transfer taxes, or exemption
from payment of the stock transfer taxes, is submitted. See Instruction 7 of
the Letter of Transmittal.

  Any tendering shareholder or other payee who fails to complete fully, sign
and return to the Depositary the Substitute Form W-9 included with the Letter
of Transmittal may be subject to required United States federal income tax
backup withholding of 31% of the gross proceeds paid to the shareholder or
other payee pursuant to the offer. See Section 3. Also see Section 3 regarding
United States federal income tax consequences for Non-United States
shareholders.


                                      16

<PAGE>

6. Conditional Tender of Shares.

  Under certain circumstances and subject to the exceptions for Odd Lot
Holders described in Section 1, we may prorate the number of shares purchased
pursuant to the offer. As discussed in Section 14, the number of shares to be
purchased from a particular shareholder may affect the tax treatment of the
purchase to the shareholder and the shareholder's decision whether to tender.
The conditional tender alternative is made available so that a shareholder may
seek to structure the purchase of shares from the shareholder pursuant to the
offer in such a manner that it will be treated as a sale of such shares by the
shareholder, rather than the payment of a dividend to the shareholder, for
federal income tax purposes. Accordingly, a shareholder may tender shares
subject to the condition that a specified minimum number of the shareholder's
shares tendered pursuant to a Letter of Transmittal or Notice of Guaranteed
Delivery must be purchased if any shares tendered are purchased. Any
shareholder desiring to make a conditional tender must so indicate in the box
captioned "Conditional Tender" in the Letter of Transmittal or, if applicable,
the Notice of Guaranteed Delivery. Each shareholder is urged to consult with
his or her own tax advisor.

  Any tendering shareholder wishing to make a conditional tender must
calculate and appropriately indicate the minimum number of shares that must be
purchased if any are purchased. If the effect of accepting tenders on a pro
rata basis would be to reduce the number of shares to be purchased from any
shareholder (tendered pursuant to a Letter of Transmittal or Notice of
Guaranteed Delivery) below the minimum number specified by that shareholder,
the conditional tender will automatically be regarded as withdrawn (except as
provided in the next paragraph). All shares tendered by a shareholder subject
to a conditional tender pursuant to the Letter of Transmittal or Notice of
Guaranteed Delivery and regarded as withdrawn as a result of proration will be
returned as promptly as practicable after the Expiration Date.

  If conditional tenders would otherwise be regarded as withdrawn because of
proration and would cause the total number of shares to be purchased to fall
below 9,500,000, then to the extent feasible, we will select enough of the
conditional tenders that would otherwise have been deemed withdrawn to permit
us to purchase 9,500,000 shares. In selecting among the conditional tenders,
we will select by lot and will limit our purchase in each case to the
designated minimum of shares to be purchased.

7. Conditions of the Offer.

  Notwithstanding any other provision of the offer, we may terminate or amend
the offer or may postpone the acceptance for payment of, or the purchase of
and the payment for shares tendered, subject to the rules under the Exchange
Act, if at any time on or after March 21, 2000 and before the Expiration Date
any of the following events have occurred (or have been determined by us to
have occurred) that, in our sole judgment and regardless of the circumstances
giving rise to the event or events (including any action or omission to act by
us), makes it inadvisable to proceed with the offer or with acceptance for
payment:

  .  there has been threatened, instituted or pending any action, suit or
     proceeding by any government or governmental, regulatory or
     administrative agency, authority or tribunal or by any other person,
     domestic, foreign or supranational, before any court, authority, agency
     or other tribunal that directly or indirectly:

    (1) challenges or seeks to make illegal, or to delay or otherwise
        directly or indirectly to restrain, prohibit or otherwise affect
        the making of the offer, the acquisition of some or all of the
        shares pursuant to the offer or otherwise relates in any manner to
        the offer; or

    (2) in our reasonable judgment, could materially and adversely affect
        our and our subsidiaries' business, condition (financial or
        otherwise), income, operations or prospects, taken as a whole, or
        otherwise materially impair in any way the contemplated

                                      17

<PAGE>

       future conduct of our business or any of our subsidiaries' business
       or materially impair the contemplated benefits of the offer to us;

  .  there has been any action threatened, instituted, pending or taken,
     including any settlement, or any approval withheld, or any statute,
     rule, regulation, judgment, order or injunction threatened, invoked,
     proposed, sought, promulgated, enacted, entered, amended, enforced or
     deemed to be applicable to the offer or us or any of our subsidiaries,
     including any settlement, by any court, government or governmental,
     regulatory or administrative authority, agency or tribunal, domestic,
     foreign or supranational, that, in our reasonable judgment, could
     directly or indirectly:

    (1) make the acceptance for payment of, or payment for, some or all of
        the shares illegal or otherwise restrict or prohibit consummation
        of the offer;

    (2) delay or restrict our ability, or render us unable, to accept for
        payment or pay for some or all of the shares;

    (3) materially impair the contemplated benefits of the offer to us; or

    (4) materially and adversely affect our and our subsidiaries' business,
        condition (financial or otherwise), income, operations or
        prospects, taken as a whole, or otherwise materially impair in any
        way the contemplated future conduct of our or any of our
        subsidiaries' business;

  .there has occurred any of the following:

    (1) any general suspension of trading in, or limitation on prices for,
        securities on any United States national securities exchange or in
        the over-the-counter market;

    (2) the declaration of a banking moratorium or any suspension of
        payments in respect of banks in the United States, whether or not
        mandatory;

    (3) the commencement of a war, armed hostilities or other international
        or national calamity directly or indirectly involving the United
        States;

    (4) any limitation, whether or not mandatory, by any governmental,
        regulatory or administrative agency or authority on, or any event
        that, in our reasonable judgment, could materially affect, the
        extension of credit by banks or other lending institutions in the
        United States;

    (5) any significant decrease in the market price of our common stock or
        in the market prices of equity securities generally in the United
        States or any changes in the general political, market, economic or
        financial conditions in the United States or abroad that could
        have, in our reasonable judgment, a material adverse effect on our
        and our subsidiaries' business, condition (financial or otherwise),
        income, operations or prospects, taken as a whole, or on the
        trading in the shares of our common stock or on the benefits of the
        offer to us;

    (6) in the case of any of the foregoing existing at the time of the
        commencement of the offer, a material acceleration or worsening
        thereof; or

    (7) any decline in the Nasdaq Composite Index by an amount in excess of
        10% measured from the close of business on March 20, 2000.

  .  a tender or exchange offer for any or all of the shares (other than
     this offer), or any merger, acquisition proposal, business combination
     or other similar transaction with or involving us or any subsidiary,
     has been proposed, announced or made by any person or has been publicly
     disclosed;

                                      18

<PAGE>

  .We learn that:

    (1) any entity, "group" (as that term is used in Section 13(d)(3) of
        the Exchange Act) or person has acquired or proposes to acquire
        beneficial ownership of more than 5% of our outstanding shares,
        whether through the acquisition of stock, the formation of a group,
        the grant of any option or right, or otherwise (other than as and
        to the extent disclosed in a Schedule 13D or Schedule 13G filed
        with the SEC on or before March 20, 2000); or

    (2) any entity, group or person who has filed a Schedule 13D or
        Schedule 13G with the SEC on or before March 20, 2000 has acquired
        or proposes to acquire, whether through the acquisition of stock,
        the formation of a group, the grant of any option or right, or
        otherwise, beneficial ownership of an additional 2% or more of our
        outstanding shares.

  .  any person, entity or group has filed a Notification and Report Form
     under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended, reflecting an intent to acquire us or any of our shares of
     common stock, or has made a public announcement reflecting an intent to
     acquire us or any of our subsidiaries or any of our respective assets
     or securities; or

  .  any change or changes have occurred or are threatened in our or our
     subsidiaries' business, condition (financial or otherwise), assets,
     income, operations, prospects or stock ownership that, in our
     reasonable judgment, is or may be material to us or our subsidiaries;
     or

  .  We determine that the consummation of the offer and the purchase of the
     shares may cause our common stock to be delisted from The Nasdaq Stock
     Market or to be eligible for deregistration under the Exchange Act.

  The conditions referred to above are for our sole benefit and may be
asserted by us regardless of the circumstances (including any action or
omission to act by us) giving rise to any condition, and may be waived by us,
in whole or in part, at any time and from time to time in our sole discretion.
Our failure at any time to exercise any of the foregoing rights will not be
deemed a waiver of any right, and each such right will be deemed an ongoing
right that may be asserted at any time and from time to time. In certain
circumstances, if we waive any of the conditions described above, we may be
required to extend the Expiration Date. Any determination by us concerning the
events described above will be final and binding on all parties.

8. Price Range of Shares; Dividends.

  Our common stock is listed for trading on The Nasdaq Stock Market under the
symbol "SLVN". It began trading in December 1993 following our initial public
offering. The following table sets forth, for the fiscal quarters indicated,
the high and low sales prices per share as reported on The Nasdaq Stock
Market. We have never paid any cash dividends on our common stock and our
revolving credit facility prohibits the payment of cash dividends.

<TABLE>
<CAPTION>
                                                                   High   Low
                                                                  ------ ------
      <S>                                                         <C>    <C>
      1998
        First quarter............................................ $31.63 $22.00
        Second quarter...........................................  34.75  28.94
        Third quarter............................................  36.88  21.38
        Fourth quarter...........................................  31.00  18.25
      1999
        First quarter............................................  34.25  25.25
        Second quarter...........................................  28.94  21.06
        Third quarter............................................  27.97  15.88
        Fourth quarter...........................................  18.53  11.19
      2000
        First quarter (through March 20, 2000)...................  16.69  12.86
</TABLE>


                                      19

<PAGE>

  On March 20, 2000, the last full trading day before the announcement of the
offer, the last reported sale price of the shares as reported on The Nasdaq
Stock Market was $14.875. We urge shareholders to obtain current market
quotations for the shares.

  Rights Plan. In 1996, our Board of Directors adopted a shareholder rights
plan, pursuant to which we declared a dividend of one preferred stock purchase
right for each share of our common stock outstanding. One right attaches to
each share of our common stock, and, when exercisable, each right will entitle
the registered holder to purchase from us one one-hundredth of a share of
Series A Junior Participating Preferred Stock, without par value per share, at
a price of $157.00 per one one-hundredth of a preferred share, subject to
adjustment.

  In general, the rights become exercisable or transferable only upon the
occurrence of certain events relating to the acquisition by any person or
group, other than us, of beneficial ownership of 15% or more of the aggregate
voting power represented by our outstanding securities or the commencement of
a tender offer to acquire such beneficial ownership. The rights will expire on
November 7, 2006, subject to our right to extend the date, unless earlier
redeemed or exchanged by us or terminated. The rights may be redeemed in
whole, but not in part, at a price of $.05 per right by the Board of Directors
at any time before the time a person crosses the beneficial ownership
threshold.

  On December 18, 1999, our Board of Directors amended our shareholder rights
plan. Effective October 1, 1999, several amendments were made to the Maryland
General Corporation Law. As a result, the Maryland General Corporation Law now
permits a provision in a shareholder rights plan that newly elected directors
may not vote to redeem rights for at least 180 days after their election. The
amendments to our plan incorporate this type of provision. In addition, we
appointed a new rights agent, First Union National Bank, which also now acts
as our transfer agent and is the Depositary.

  The preferred stock purchase rights are not currently exercisable and trade
together with shares of our common stock. Absent circumstances causing the
rights to become exercisable or separately tradable prior to the Expiration
Date, the tender of any shares pursuant to the offer will include the tender
of the associated rights. No separate consideration will be paid for the
rights. Upon the purchase of shares by us pursuant to this offer, the sellers
of the shares purchased will no longer own the preferred stock purchase rights
associated with the purchased shares.

  The foregoing description of the preferred stock purchase rights is
qualified in its entirety by reference to the form of the Amended and Restated
Rights Agreement, a copy of which has been filed as an exhibit to a Form 8-K
filed by us on December 17, 1999. This exhibit may be obtained from the SEC in
the manner provided in Section 10.

9. Source and Amount of Funds.

  Assuming we purchase 9,500,000 shares pursuant to the offer at the maximum
specified purchase price of $17.50 per share, we expect the maximum aggregate
cost, including all fees and expenses applicable to the offer, will be
approximately $167.5 million. We will use a portion of the cash proceeds from
the sale of Prometric as described in Section 2 to finance the offer.

10. Certain Information Concerning Us.

  General. We are the leading provider of educational services to families,
schools and industry. Our Sylvan Learning Centers and contract education
services divisions provide personalized instruction services to K through 12
students through direct consumer relationships and under contract to school
systems. We provide courses to 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. Through our affiliate, Caliber Learning Network,
Inc., we also have the ability to distribute world-class professional
education and training programs.

                                      20

<PAGE>

  We are headquartered at 1000 Lancaster Street, Baltimore, Maryland 21202.
Our telephone number is (410) 843-8000.

  Where You Can Find More Information. We are subject to the informational
filing requirements of the Exchange Act, and, accordingly, are obligated to
file reports, statements and other information with the SEC relating to our
business, financial condition and other matters. Information, as of particular
dates, concerning our directors and officers, their remuneration, options
granted to them, the principal holders of our securities and any material
interest of these persons in transactions with us is required to be disclosed
in proxy statements distributed to our shareholders and filed with the SEC. We
also have filed an Issuer Tender Offer Statement on Schedule TO with the SEC
that includes additional information relating to the offer. These reports,
statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549; and at its regional offices located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
13th Floor, New York, New York 10048. Copies of this material may also be
obtained by mail, upon payment of the SEC's customary charges, from the Public
Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The SEC also maintains a web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.

  Incorporation by Reference. The rules of the SEC allow us to "incorporate by
reference" information into this document, which means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. These documents contain important information about
us.

<TABLE>
<CAPTION>
      SEC Filings (File No. 0-22844)                  Period or Date Filed
      ------------------------------            --------------------------------
      <S>                                       <C>
      Annual Report on Form 10-K............... Year ended December 31, 1998
      Quarterly Reports on Form 10-Q........... Quarter ended March 31, 1999
                                                Quarter ended June 30, 1999
                                                Quarter ended September 30, 1999
      Reports on Form 8-K...................... Report filed December 17, 1999
                                                Report filed February 2, 2000
</TABLE>

  We incorporate by reference these documents and any additional documents
that we may file with the SEC between the date of this offer and the date of
expiration of withdrawal rights. Those documents include periodic reports,
such as annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, as well as proxy statements.

  You can obtain any of the documents incorporated by reference in this
document from us or from the SEC's web site at the address described above.
Documents incorporated by reference are available from us without charge,
excluding any exhibits to those documents. You can obtain documents
incorporated by reference in this Offer to Purchase by requesting them in
writing or by telephone from us at 1000 Lancaster Street, Baltimore, Maryland
21202, telephone: (410) 843-8000. Please be sure to include your complete name
and address in your request. If you request any incorporated documents, we
will mail them to you by first class mail, or another equally prompt means,
within one business day after we receive your request.

                                      21

<PAGE>

11. Interests of Directors and Executive Officers; Transactions and
    Arrangements Concerning the Shares.

  As of March 20, 2000, we had 50,344,374 issued and outstanding shares and
1,159,001 shares reserved for issuance upon exercise of all outstanding stock
options. The 9,500,000 shares that we are offering to purchase hereunder
represent approximately 19% of the shares outstanding on March 20, 2000.

  As of March 20, 2000, our directors and executive officers as a group (10
persons) beneficially owned 7,169,992 shares (including 3,232,964 of shares
issuable upon exercise of options) or approximately 14% of the total
outstanding shares of our common stock on that date. Each of our executive
officers and directors has advised us that he or she does not intend to tender
any shares pursuant to our offer. If we purchase 9,500,000 shares pursuant to
the offer, and none of our executive officers or directors tender shares
pursuant to the offer, then after the purchase of shares pursuant to the
offer, our executive officers and directors as a group would beneficially own
approximately 17% of the total shares of our common stock outstanding
immediately after the offer. The business address of each of our directors and
executive officers is 1000 Lancaster Street, Baltimore, Maryland 21202.

<TABLE>
<CAPTION>
                                                                            Percent of
 Name                                    Position            Number   Outstanding Shares (%)
 ----                            ------------------------   --------- ----------------------
 <C>                             <S>                        <C>       <C>
 Douglas Becker(1).............. Chief Executive Officer
                                 and  Chairman of the
                                 Board                      1,667,610          3.23
 Donald V. Berlanti(2).......... Director                      48,750           *
 Peter Cohen(3)................. President and Chief
                                 Operating Officer             91,250           *
 R. Christopher Hoehn-Saric(4).. Director                   1,670,757          3.23
 Rick Inatome(5)................ Director                       1,500           *
 B. Lee McGee(6)................ Executive Vice President
                                 and  Chief Financial
                                 Officer                      311,104           *
 James H. McGuire............... Director                         --            --
 R. William Pollock............. Director                   3,274,842          6.50
 J. Phillip Samper(7)........... Director                      47,929           *
 Paula Singer(8)................ Director                      56,250           *
</TABLE>
--------
 * Represents beneficial ownership of less than 1% of the outstanding Sylvan
   Common Stock.

(1) Includes 1,341,680 shares issuable upon exercise of options.
(2) Includes 48,750 shares issuable upon exercise of options.
(3) Includes 91,250 shares issuable upon exercise of options.
(4) Includes 1,341,680 shares issuable upon exercise of options.
(5) Includes 1,500 shares issuable upon exercise of options.
(6) Includes 311,104 shares issuable upon exercise of options.
(7) Includes 40,750 shares issuable upon exercise of options.
(8) Includes 56,250 shares issuable upon exercise of options.

  Based on our records and on information provided to us by our directors,
executive officers, affiliates and subsidiaries, neither we nor any of our
affiliates or subsidiaries nor, to the best of our knowledge, any of our or
our subsidiaries' directors or executive officers, nor any associates or
subsidiaries of any of the foregoing, has effected any transactions involving
the shares during the 60 days prior to March 20, 2000, other than exercises of
previously granted stock options under our stock

                                      22

<PAGE>

option plans, and purchases for the accounts of executive officers under our
Employee Stock Purchase Plan or 401(k) Retirement Savings Plan. We expect that
our Employee Stock Purchase Plan and our 401(k) Retirement Savings Plan will,
in accordance with the terms of the plans, elections in effect and present
patterns of contribution, continue to purchase shares prior to the expiration
of the offer.

  Except as otherwise described in this Offer to Purchase, neither we nor, to
the best of our knowledge, any of our affiliates, directors or executive
officers, is a party to any contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly, to the
offer or with respect to any of our securities, including, but not limited to,
any contract, arrangement, understanding or relationship concerning the
transfer or the voting of the securities, joint ventures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties against loss or
the giving or withholding of proxies, consents or authorizations.

12. Effects of the Offer on the Market for Shares; Registration Under the
Exchange Act.

  Our purchase of shares pursuant to the offer will reduce the number of
shares that might otherwise trade publicly and is likely to reduce the number
of shareholders. Nonetheless, we anticipate that there will be a sufficient
number of shares outstanding and publicly traded following consummation of the
offer to ensure a continued trading market for the shares. Based upon
published guidelines of The Nasdaq Stock Market, we do not believe that our
purchase of shares pursuant to the offer will cause our remaining shares to be
delisted from The Nasdaq Stock Market.

  Our shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using the shares as collateral. We believe
that, following the purchase of shares pursuant to the offer, the shares will
continue to be "margin securities" for purposes of the Federal Reserve Board's
margin regulations.

  Our shares are registered under the Exchange Act, which requires, among
other things, that we furnish information to our shareholders and to the SEC
and comply with the SEC's proxy rules in connection with meetings of our
shareholders. We believe that our purchase of shares pursuant to the offer
will not result in the shares becoming eligible for deregistration under the
Exchange Act.

13. Certain Legal Matters; Regulatory Approvals.

  We are not aware of any license or regulatory permit material to our
business that might be adversely affected by our acquisition of shares as
contemplated in this offer or of any approval or other action by any
government or governmental, administrative or regulatory authority or agency,
domestic, foreign or supranational, that would be required for our acquisition
or ownership of shares as contemplated by this offer. Should any approval or
other action be required, we currently contemplate that we will seek that
approval or other action. We cannot predict whether we will be required to
delay the acceptance for payment of or payment for shares tendered pursuant to
the offer pending the outcome of any such matter. There can be no assurance
that any approval or other action, if needed, would be obtained or would be
obtained without substantial conditions or that the failure to obtain the
approval or other action might not result in adverse consequences to our
business. Our obligations under the offer to accept for payment and pay for
shares are subject to conditions. See Section 7.

14. Certain United States Federal Income Tax Consequences.

  The following summary describes the principal United States federal income
tax consequences to United States Holders (as defined below) of an exchange of
shares for cash pursuant to the offer. Those shareholders who do not
participate in the exchange should not incur any United States federal income
tax liability from the exchange. This summary is based upon the Internal
Revenue Code of

                                      23

<PAGE>

1986, as amended to the date of this offer (the "Code"), existing and proposed
United States Treasury Regulations promulgated under the Code, published
rulings, administrative pronouncements and judicial decisions, changes to
which could affect the tax consequences described in this offer (possibly on a
retroactive basis).

  This summary addresses only shares held as capital assets. It does not
address all of the tax consequences that may be relevant to particular
shareholders because of their personal circumstances, or to other types of
shareholders (such as certain financial institutions, traders in securities
that elect mark to market, dealers or traders in securities or commodities,
insurance companies, "S" corporations, expatriates, tax-exempt organizations,
tax-qualified retirement plans, Non-United States Holders (as defined below),
persons who are subject to alternative minimum tax, or persons who hold shares
as a position in a "straddle" or as part of a "hedging" or "conversion"
transaction or that have a functional currency other than the United States
dollar). This summary may not be applicable with respect to shares acquired as
compensation (including shares acquired upon the exercise of stock options or
which were or are subject to forfeiture restrictions) or shares acquired under
a tax-qualified retirement plan. This summary also does not address the state,
local or foreign tax consequences of participating in the offer.

  You should consult your tax advisor as to the particular consequences to you
of participating in this offer.

  A "United States Holder" is a holder of shares that for United States
federal income tax purposes is:

  .  a citizen or resident of the United States;

  .  a corporation (or other entity taxable as a corporation) created or
     organized in or under the laws of the United States or any State or the
     District of Columbia;

  .  unless otherwise provided by applicable Treasury Department
     regulations, an entity taxable as a partnership that is created or
     organized in or under the laws of the United States or any State or the
     District of Columbia;

  .  an estate the income of which is subject to United States federal
     income taxation regardless of its source; or

  .  a trust (a) the administration over which a United States court can
     exercise primary supervision and (b) all of the substantial decisions
     of which one or more United States persons have the authority to
     control and certain other trusts considered United States Holders for
     federal income tax purposes.

  A "Non-United States Holder" is a holder of shares other than a United
States Holder.

  An exchange of shares for cash pursuant to the offer will be a taxable
event. A United States Holder participating in the exchange will be treated
either as having sold shares or as having received a dividend distribution
from Sylvan. A United States Holder's exchange of shares for cash pursuant to
the offer will be treated as a dividend to the extent of Sylvan's current or
accumulated earnings and profits as determined under federal income tax
principles, unless the exchange:

  .  results in a "complete termination" of the holder's stock interest in
     Sylvan under section 302(b)(3) of the Code;

  .  is a "substantially disproportionate" redemption with respect to the
     holder under section 302(b)(2) of the Code; or

  .  is "not essentially equivalent to a dividend" with respect to the
     holder under section 302(b)(1) of the Code.


                                      24


<PAGE>

  In determining whether any of these tests have been met, a United States
Holder must take into account not only shares it actually owns, but also
shares it constructively owns within the meaning of section 318 of the Code.

  A distribution to a shareholder is "not essentially equivalent to a
dividend" if it results in a "meaningful reduction" in the shareholder's stock
interest in Sylvan. If, as a result of an exchange of shares for cash pursuant
to the offer, a United States Holder of shares whose relative stock interest
in Sylvan is minimal and who exercises no control over corporate affairs
suffers a reduction in its proportionate interest in Sylvan (including any
ownership of preferred stock and any shares constructively owned), that United
States Holder should generally be regarded as having suffered a meaningful
reduction in its interest in Sylvan. Satisfaction of the "complete
termination" and "substantially disproportionate" exceptions is dependent upon
compliance with the respective objective tests set forth in section 302(b)(3)
and section 302(b)(2) of the Code. A distribution to a shareholder will result
in a "complete termination" if either (1) all of the shares actually and
constructively owned by the shareholder are exchanged pursuant to the offer or
(2) all of the shares actually owned by the shareholder are exchanged pursuant
to the offer and the shareholder is eligible to waive, and effectively waives,
the attribution of shares constructively owned by the shareholder in
accordance with the procedures described in section 302(c)(2) of the Code. A
distribution to a shareholder will be "substantially disproportionate" if the
percentage of the outstanding shares actually and constructively owned by the
shareholder immediately following the exchange of shares pursuant to the offer
(treating shares exchanged pursuant to the offer as outstanding) is less than
80% of the percentage of the outstanding shares actually and constructively
owned by the shareholder immediately before the exchange (treating shares
exchanged pursuant to the offer as outstanding).

  Contemporaneous dispositions or acquisitions of shares by a shareholder or
related individuals or entities may be deemed to be part of a single
integrated transaction and may be taken into account in determining whether
any of the three tests under Section 302(b) of the Code has been satisfied.
Each shareholder should be aware that because proration may occur in the
offer, even if all the shares actually and constructively owned by a
shareholder are tendered pursuant to the offer, fewer than all of such shares
may be purchased by us. Thus, proration may affect whether the surrender by a
shareholder pursuant to the offer will meet any of the three tests under
Section 302 of the Code.

  If an exchange of shares for cash by a United States Holder pursuant to the
offer is not treated as a distribution taxable as a dividend, the holder will
recognize capital gain or loss equal to the difference between the amount of
cash received and the holder's adjusted tax basis in the shares and in the
associated preferred stock purchase rights, if any, tendered to Sylvan, except
to the extent that the amount of cash received includes dividends that have
been declared by the Board of Directors of Sylvan before the exchange. The
gain or loss would be long-term capital gain or loss if the holding period for
the shares exceeded one year. In the case of a United States Holder that is an
individual, trust or estate, the maximum rate of United States federal income
tax applicable to net capital gain on shares held for more than one year is
20%.

  If the amount received by a United States Holder in the offer is treated as
a distribution that is taxable as a dividend (as opposed to consideration
received in a sale or exchange), the amount of the distribution will be the
amount of cash received by the holder. The amount will be treated as a
dividend, taxable as ordinary income to the United States Holder, to the
extent of Sylvan's current or accumulated earnings and profits as determined
under Federal income tax principles. To the extent that the amount of the
distribution exceeds Sylvan's current and accumulated earnings and profits,
the excess first will be treated as a return of capital that will reduce the
holder's tax basis in the shares exchanged in the offer. Any remaining amount
after the United States Holder's basis has been reduced to zero will be
taxable as capital gain. The United States Holder's adjusted tax basis in its
shares exchanged in the offer generally will be transferred to any of its
remaining stockholdings in Sylvan, subject to, in the case of corporate
shareholders, reduction of basis or possible gain recognition under

                                      25


<PAGE>

section 1059 of the Code in an amount equal to the non-taxed portion of the
dividend. If the United States Holder does not retain any actual stock
ownership in Sylvan (having a stock interest only constructively), the holder
may lose the benefit of the holder's adjusted tax basis in its shares. A
dividend received by a corporate United States Holder may be (1) eligible for
a dividends-received deduction (subject to applicable exceptions and
limitations) and (2) subject to the "extraordinary dividend" provisions of
section 1059 of the Code. Corporate shareholders should consult their own tax
advisors regarding (1) whether a dividends-received deduction will be
available to them, and (2) the possible application of section 1059 to the
ownership and disposition of their shares.

  See Section 3 with respect to the application of United States federal
income tax withholding to payments made to Non-United States Holders and the
backup withholding tax requirements.

  The trust under the 401(k) Retirement Savings Plan maintained by Sylvan and
its affiliates is exempt from federal income taxation. Accordingly, such trust
will not be taxable upon the receipt of any cash proceeds pursuant to the
offer. The shares of our common stock allocated to participants' accounts
under our 401(k) Retirement Savings Plan are employer securities as defined in
the Code. If a distribution from the savings plan includes employer
securities, the participant has the option of deferring federal income tax
after the distribution of the common stock on the increase in value of the
common stock that occurred while it was held in the savings plan. In addition,
the increase in value of the common stock that occurred while it was held in
the savings plan may be taxed at long-term capital gains rates rather than
ordinary income tax rates.

  The tax discussion set forth above is included for general information only.
You are urged to consult your tax advisor to determine the particular tax
consequences to you of the offer, including the applicability and effect of
state, local and foreign tax laws.

15. Extension of the Offer; Termination; Amendment.

  We expressly reserve the right, in our sole discretion, at any time and from
time to time, and regardless of whether or not any of the events set forth in
Section 7 have occurred or are deemed by us to have occurred, to extend the
period of time the offer is open and delay acceptance for payment of, and
payment for, any shares by giving oral or written notice of the extension to
the Depositary and making a public announcement of the extension. We also
expressly reserve the right, in our sole discretion, to terminate the offer
and reject for payment and not pay for any shares not theretofore accepted for
payment or paid for or, subject to applicable law, to postpone payment for
shares upon the occurrence of any of the conditions specified in Section 7 by
giving oral or written notice of the termination or postponement to the
Depositary and making a public announcement of the termination or
postponement. Our reservation of the right to delay payment for shares that we
have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange
Act, which requires that we must pay the consideration offered or return the
shares tendered promptly after termination or withdrawal of a tender offer.
Subject to compliance with applicable law, we further reserve the right, in
our sole discretion, and regardless of whether any of the events set forth in
Section 7 have occurred or are deemed by us to have occurred, to amend the
offer in any respect (including, without limitation, by decreasing or
increasing the consideration offered in the offer to holders of shares or by
decreasing or increasing the number of shares being sought in the offer).
Amendments to the offer may be made at any time and from time to time by
public announcement of the amendment. In the case of an extension, the
amendment must be issued no later than 9:00 a.m., Eastern time, on the first
business day after the last previously scheduled or announced Expiration Date.
Any public announcement made pursuant to the offer will be disseminated
promptly to shareholders in a manner reasonably designed to inform
shareholders of the change. Without limiting the manner in which we may choose
to make a public announcement, except as required by applicable law (including
Rule 13d-4(e)(2) under the Exchange Act), we will have no obligation to
publish, advertise or otherwise communicate any public

                                      26



<PAGE>

announcement other than by issuing a press release to the Dow Jones News
Service or comparable service.

  If we materially change the terms of the offer or the information concerning
the offer, or if we waive a material condition of the offer, we will extend
the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2)
promulgated under the Exchange Act. These rules provide that the minimum
period during which an offer must remain open following material changes in
the terms of the offer or information concerning the offer (other than a
change in price or a change in percentage of securities sought) will depend on
the facts and circumstances, including the relative materiality of the terms
or information. If:

  (1) we increase or decrease the price to be paid for shares, materially
      increase the Dealer Managers fee or increase or decrease the number of
      shares being sought in the offer and, in the event of an increase in
      the number of shares being sought, the increase exceeds 2% of the
      outstanding shares of our common stock, and

  (2) the offer is scheduled to expire at any time earlier than the
      expiration of a period ending on the tenth business day from, and
      including, the date that notice of an increase or decrease is first
      published, sent or given in the manner specified in this Section 15,

then, in each case, the offer will be extended until the expiration of a
period of ten business days. For purposes of the offer, a "business day" means
any day other than a Saturday, Sunday or Federal holiday and consists of the
time period from 12:01 am through 12:00 Midnight, Eastern time.

16. Fees and Expenses.

  We have retained Goldman, Sachs & Co. to act as our financial advisors, as
well as the Dealer Managers, in connection with the offer. Goldman Sachs will
receive, for these services as Dealer Managers, a fee of $.10 per share
tendered and purchased in the offer. We also have agreed to reimburse Goldman,
Sachs & Co. for reasonable out-of-pocket expenses incurred in connection with
the offer, including reasonable fees and expenses of counsel, and to indemnify
Goldman, Sachs & Co. against liabilities in connection with the offer,
including liabilities under the federal securities laws.

  We have retained D.F. King & Co., Inc. to act as Information Agent and First
Union National Bank to act as Depositary in connection with the offer. The
Information Agent may contact holders of shares by mail, telephone, telegraph
and personal interviews and may request brokers, dealers and other nominee
shareholders to forward materials relating to the offer to beneficial owners.
The Information Agent and the Depositary will each receive reasonable and
customary compensation for their respective services, will be reimbursed by us
for reasonable out-of-pocket expenses and will be indemnified against certain
liabilities in connection with the offer, including liabilities under the
federal securities laws.

  Salomon Smith Barney administers our Employee Stock Purchase Plan. Salomon
Smith Barney will receive reasonable and customary compensation for its
services as plan administrator in connection with the offer and will be
reimbursed for certain out-of-pocket costs.

  Putnam Fiduciary Trust Company acts as Trustee of our 401(k) Retirement
Savings Plan. Putnam Fiduciary Trust Company will be reimbursed for certain
out-of-pocket costs in connection with the offer.

  We will not pay any fees or commissions to brokers, dealers or other persons
(other than fees to the Dealer Managers and the Information Agent as described
above) for soliciting tenders of shares pursuant to the offer. Shareholders
holding shares through brokers or banks are urged to consult the brokers or
banks to determine whether transaction costs may apply if shareholders tender
shares

                                      27



<PAGE>

through the brokers or banks and not directly to the Depositary. We will,
however, upon request, reimburse brokers, dealers and commercial banks for
customary mailing and handling expenses incurred by them in forwarding the
offer and related materials to the beneficial owners of shares held by them as
a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or
trust company has been authorized to act as our agent or the agent of, the
Dealer Managers, the Information Agent or the Depositary for purposes of the
offer. We will pay or cause to be paid all stock transfer taxes, if any, on
our purchase of shares except as otherwise provided in Instruction 7 in the
Letter of Transmittal.

17. Miscellaneous.

  We are not aware of any jurisdiction where the making of the offer is not in
compliance with applicable law. If we become aware of any jurisdiction where
the making of the offer or the acceptance of shares pursuant to the offer is
not in compliance with any valid applicable law, we will make a good faith
effort to comply with the applicable law. If, after a good faith effort, we
cannot comply with the applicable law, the offer will not be made to, nor will
tenders be accepted from or on behalf of, the holders of shares residing in
that jurisdiction. In any jurisdiction where the securities, blue sky or other
laws require the offer to be made by a licensed broker or dealer, the offer
will be deemed to be made on our behalf by the Dealer Managers or one or more
registered brokers or dealers licensed under the laws of the jurisdiction.

  Pursuant to Rule 13e-4 promulgated under the Exchange Act, we have filed
with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains
additional information relating to the offer. The Schedule TO, including the
exhibits and any amendments thereto, may be examined, and copies may be
obtained, at the same places and in the same manner set forth in Section 10
with respect to information concerning us.

  Tendering shareholders should rely only on the information contained in this
document or to which we have referred them. We have not authorized anyone to
provide tendering shareholders with information or make any representation on
behalf of us in connection with this offer other than those contained in this
Offer to Purchase or in the related Letter of Transmittal. If given or made,
tendering shareholders should not rely on that information or representation
as having been authorized by us.

                                          Sylvan Learning Systems, Inc.

March 21, 2000

                                      28




<PAGE>

Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for shares and any other
required documents should be sent or delivered by each shareholder or the
shareholder's broker, dealer, commercial bank, trust company or nominee to the
Depositary at one of its addresses set forth below. To confirm delivery of
shares, shareholders are directed to contact the Depositary.

                       The Depositary for the offer is:

                           First Union National Bank

        By Mail:            By Overnight Delivery:        By Hand Delivery:



  First Union National       First Union National       First Union National
          Bank                       Bank                       Bank
  1525 West W.T. Harris      1525 West W.T. Harris      1525 West W.T. Harris
          Blvd                       Blvd.                      Blvd.
Charlotte, NC 28288-1153      Charlotte, NC 28262           Building 3C3
    Attn: Reorg Dept.          Attn: Reorg Dept.      Charlotte, NC 28262-1153
                                                          Attn: Reorg Dept.

                            Facsimile Transmission:

                                (704) 590-7628

                  Confirm Receipt of Facsimile by Telephone:

                                (704) 590-7408

Tendering shareholders may request additional copies of this offer, the Letter
of Transmittal or the Notice of Guaranteed Delivery and direct questions and
requests for assistance to the Information Agent or Dealer Managers at their
respective addresses and telephone numbers set forth below.

                    The Information Agent for the offer is:

                             D.F. King & Co., Inc.
                          77 Water Street, 20th Floor
                           New York, New York 10005
                Banks and Brokers Call Collect: (212) 269-5550
                   All Others Call Toll Free: (800) 487-4870

                    The Dealer Managers for the offer are:

                             Goldman, Sachs & Co.
                                85 Broad Street
                              New York, NY 10004
                         (212) 902-1000 (Call Collect)

