
<PAGE>

                                                          EXHIBIT 99(a)(1)(ii)

                             Letter of Transmittal
                       To Tender Shares of Common Stock
          (Including the Associated Preferred Stock Purchase Rights)
                                      of
                         Sylvan Learning Systems, Inc.

                       Pursuant to the Offer to Purchase
                             Dated March 21, 2000

     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.


                       The Depositary for the offer is:

                           First Union National Bank

<TABLE>
<S>                           <C>                           <C>
        By Mail:                By Overnight Delivery:           By Hand Delivery:

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

  This Letter of Transmittal, including the accompanying instructions, should
be read carefully before this Letter of Transmittal is completed.

                        DESCRIPTION OF SHARES TENDERED
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Owner(s)
(Please fill in, if blank, exactly as name(s)                        Certificate(s) Enclosed
      appear(s) on Share Certificate(s))                        (attach signed list if necessary)
-------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>               <C>
                                                                              Total
                                                                            Number of
                                                                             Shares
                                                            Share         Evidenced by         Number
                                                         Certificate          Share           of Shares
                                                         Number(s)*      Certificate(s)      Tendered**
                                                        -----------------------------------------------
                                                        -----------------------------------------------
                                                        -----------------------------------------------
                                                        -----------------------------------------------
                                                        -----------------------------------------------
                                         Total Shares   -----------------------------------------------

 (Attach additional signed list if necessary. See Instruction 9.)
-------------------------------------------------------------------------------------------------------
</TABLE>

 Indicate in this box the order (by certificate number) in which
 shares are to be purchased in the event of proration.***
 1st:         2nd:         3rd:         4th:         5th:

   * DOES NOT need to be completed by shareholders tendering shares by book-
     entry transfer.
  ** Unless otherwise indicated, it will be assumed that all shares evidenced
     by each certificate delivered to the Depositary are being tendered hereby.
     See Instruction 4.
 *** If you do not designate an order, in the event less than all shares
     tendered are purchased due to proration, shares will be selected for
     purchase by the Depositary.

  Delivery of this Letter of Transmittal to an address other than as set forth
above will not constitute a valid delivery. Deliveries to Sylvan will not be
forwarded to the Depositary and therefore will not constitute valid delivery.
Deliveries to the Book-Entry Transfer Facility will not constitute valid
delivery to the Depositary. Deliveries of this Letter of Transmittal for
shares held in Sylvan's 401(k) Retirement Savings Plan or Sylvan's Employee
Stock Purchase Plan will not constitute valid direction to the trustee of the
savings plan to tender shares.

                                       1
<PAGE>

  This Letter of Transmittal is to be completed only if (a) certificates
representing shares are to be forwarded herewith, or (b) unless an Agent's
Message (as defined in the Offer to Purchase) is used or the acknowledgement
required by the Automated Tender Offer Program is provided, a tender of shares
is to be made concurrently by book-entry transfer to the account maintained by
the Depositary at The Depositary Trust Company (the "Book-Entry Transfer
Facility") pursuant to Section 3 of the Offer to Purchase. Shareholders who
desire to tender shares pursuant to the offer, but whose share certificates
are not immediately available or who cannot deliver the certificates and all
other documents required by this Letter of Transmittal to the Depositary on or
before the Expiration Date (as defined in the Offer to Purchase), or who
cannot comply with the procedure for book-entry transfer on a timely basis,
may nevertheless tender their shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.

  This Letter of Transmittal may not be used for shares held in Sylvan's
Employee Stock Purchase Plan. See Instruction 17. Participants in the Employee
Stock Purchase Plan must follow the instructions in the "Letter to
Participants in Sylvan's Employee Stock Purchase Plan" and related materials
sent to them separately.

  If participants in Sylvan's Employee Stock Purchase Plan own shares apart
from the Employee Stock Purchase Plan that they desire to tender, such holders
must both submit this Letter of Transmittal to tender the non-employee stock
purchase plan shares, and follow the instructions described in the "Letter to
Participants in Sylvan's Employee Stock Purchase Plan" and related materials
sent to them separately to tender shares held in their account under the
Employee Stock Purchase Plan.

  This Letter of Transmittal may not be used for shares held in Sylvan's
401(k) Retirement Savings Plan. See Instruction 18. Participants in the
savings plan must follow the instructions in the "Letter to Participants in
Sylvan's 401(k) Retirement Savings Plan" and related materials sent to them
separately. Putnam Fiduciary Trust Company, the trustee for Sylvan's 401(k)
Retirement Savings Plan and holder of record, will submit one Letter of
Transmittal for the savings plan on behalf of all of the tendering
participants in Sylvan's 401(k) Retirement Savings Plan.

  If participants in Sylvan's 401(k) Retirement Savings Plan own shares apart
from the savings plan that they desire to tender, such holders must both
submit this Letter of Transmittal to tender the non-savings plan shares, and
follow the instructions described in the "Letter to Participants in Sylvan's
401(k) Retirement Savings Plan" and related materials sent to them separately
to tender shares allocated to their savings plan account.



                                       2

<PAGE>

Check only one box. If more than one box is checked or if no box is checked,the
                     shares will not be properly tendered.

               Shares Tendered at Price Determined by Shareholder
                              (See Instruction 5)

   By checking one of the following boxes below instead of the box under
 "Shares Tendered at a Price Determined Pursuant to the Offer," the
 undersigned hereby tenders shares at the price checked. This action could
 result in none of the shares being purchased if the purchase price
 determined by Sylvan for the shares is less than the price checked below. A
 shareholder who desires to tender shares at more than one price must
 complete a separate Letter of Transmittal for each price at which shares
 are tendered. The same shares cannot be tendered at more than one price.

        Price (In Dollars) per Share at Which Shares Are Being Tendered

                    [_] $15.250     [_] $16.000    [_] $16.750
                    [_] $15.375     [_] $16.125    [_] $16.875
                    [_] $15.500     [_] $16.250    [_] $17.000
                    [_] $15.625     [_] $16.375    [_] $17.125
                    [_] $15.750     [_] $16.500    [_] $17.250
                    [_] $15.875     [_] $16.625    [_] $17.375
                                                   [_] $17.500

                                       OR

           Shares Tendered at Price Determined Pursuant to the Offer
                              (See Instruction 5)


 [_]The undersigned wants to maximize the chance of having Sylvan purchase all
    of the shares the undersigned is tendering (subject to the possibility of
    proration). Accordingly, by checking this one box instead of one of the
    price boxes above, the undersigned hereby tenders shares and is willing to
    accept the purchase price determined by Sylvan in accordance with the
    terms of the offer. This action could result in receiving a price per
    share of as low as $15.25.


                                       3

<PAGE>

                                   Odd Lots
                              (See Instruction 8)

   To be completed only if shares are being tendered by or on behalf of a
 person owning, beneficially or of record, an aggregate of fewer than 100
 shares (not including any shares held in Sylvan's Employee Stock Purchase
 Plan or in Sylvan's 401(k) Retirement Savings Plan). The undersigned either
 (check one box):

 [_]is the beneficial or record owner of an aggregate of fewer than 100
    shares, all of which are being tendered; or

 [_]is a broker, dealer, commercial bank, trust company, or other nominee that
    (a) is tendering for the beneficial owner(s), shares with respect to which
    it is the record holder, and (b) believes, based upon representations made
    to it by the beneficial owner(s), that each such person is the beneficial
    owner of an aggregate of fewer than 100 shares and is tendering all of the
    shares.

   In addition, the undersigned is tendering shares either (check one box):

 [_]at the purchase price, as the same it will be determined by Sylvan in
    accordance with the terms of the offer (persons checking this box need not
    indicate the price per share above); or

 [_]at the price per share indicated above in the section captioned "Price (In
    Dollars) per Share at Which Shares Are Being Tendered."

                              Conditional Tender
                             (See Instruction 16)

   A tendering shareholder may condition his or her tender of shares upon
 Sylvan purchasing a specified minimum number of the shares tendered, all as
 described in Section 6 of the Offer to Purchase. Unless at least that minimum
 number of shares you indicate below is purchased by Sylvan pursuant to the
 terms of the offer, none of the shares tendered will be purchased. It is the
 tendering shareholder's responsibility to calculate that minimum number of
 shares that must be purchased if any are purchased, and each shareholder is
 urged to consult his or her own tax advisor. Unless this box has been checked
 and a minimum specified, the tender will be deemed unconditional.

 [_]The minimum number of shares that must be purchased, if any are purchased,
    is:     shares.

  The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Sylvan may terminate or amend the offer or may postpone
the acceptance for payment of, or the payment for, shares tendered or may
accept for payment fewer than all of the shares tendered. In any event, the
undersigned understands that certificate(s) for any shares not tendered or not
purchased will be returned to the undersigned at the address indicated above,
unless otherwise indicated under the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" below.

  The undersigned understands that acceptance of shares by Sylvan for payment
will constitute a binding agreement between the undersigned and Sylvan upon
the terms and subject to the conditions of the offer.

  The check for the aggregate net purchase price for the shares tendered and
purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated under the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" below. The undersigned acknowledges that Sylvan has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
shares from the name of its registered holder(s), or to order the registration
or transfer of any shares tendered by book-entry transfer, if Sylvan does not
purchase any of the shares.

                                       4

<PAGE>


 SPECIAL PAYMENT INSTRUCTIONS (See           SPECIAL DELIVERY INSTRUCTIONS
    Instructions 1, 6, 7 and 10)           (See Instructions 1, 6, 7 and 10)

  To be completed only if certifi-          To be completed only if certifi-
 cate(s) for shares not tendered           cate(s) for shares not tendered
 or not purchased and/or any check         or not purchased and/or any check
 for the purchase price are to be          for the purchase price is to be
 issued in the name of someone             mailed or sent to someone other
 other than the undersigned, or if         than the undersigned, or to the
 shares tendered hereby and deliv-         undersigned at an address other
 ered by book-entry transfer which         than that designated above.
 are not purchased are to be re-
 turned by credit to an account at         Mail:[_] Check
 the Book-Entry Transfer Facility               [_] Share Certificate(s) to:
 other than that designated above.
                                           Name: ____________________________
 Issue:[_] Check                                     (Please Print)
      [_] Share Certificate(s) to:
                                           Address :_________________________
 Name: ____________________________
           (Please Print)                  __________________________________
                                                   (Include Zip Code)
 Address: _________________________

 __________________________________
         (Include Zip Code)

 __________________________________
   (Tax Identification or Social
          Security Number)
     (See Substitute Form W-9)

 [_]Credit shares delivered by
    book-entry transfer and not
    purchased to the account set
    forth below:

 Account Number: __________________

                                       5


<PAGE>

[_]Check here if any certificate representing shares tendered hereby has been
   lost, stolen, destroyed or mutilated and completely fill in the following
   information. If you have lost certificates valued at $100,000 or more, or
   if these certificates are part of an estate or trust, please call First
   Union National Bank at (800) 829-8432 for additional instructions. Complete
   this form only if you cannot locate some or all of your Sylvan common stock
   certificate(s). Please print clearly.


                 Affidavit of Lost or Destroyed Certificate(s)

  This affidavit can only be used until the Expiration Date. After the
Expiration Date please call First Union National Bank at (800) 829-8432.

                 Affidavit of Lost or Destroyed Certificate(s)

STATE OF

                                       ss.

COUNTY OF

  The undersigned (hereinafter called "Deponent"), being duly sworn, deposes
and says that:

  (1) Deponent is an adult whose mailing address is:

-------------------------------------------------------------------------------
and is the owner of or is acting in a representative or fiduciary capacity
with respect to certain securities (describe type of security, identification
number and number of shares or face value):

  Certificate No(s):

issued by Sylvan Learning Systems, Inc. and registered in the name of: ________

  (2) Deponent further says that the aforesaid security or securities
(hereinafter called the "Original", whether one or more) have been lost,
stolen, destroyed or misplaced under the following circumstances:______________

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

  (3) That said Original (was) (was not) endorsed. (If endorsed, describe form
of endorsement and state whether signature was guaranteed.)

  (4) Deponent has made or caused to be made diligent search for Original, and
has been unable to find or recover same, and that Deponent was the
unconditional owner of Original at the time of loss, and is entitled to the
full and exclusive possession thereof; that neither the Original nor the
rights of Deponent therein have, in whole or in part, been assigned,
transferred, hypothecated, pledged or otherwise disposed of, in any manner
whatsoever, and that no person, firm or corporation other than Deponent has
any right, title, claim, equity or interest in, to, or respecting Original or
the proceeds thereof, except as may be set forth in Statement (5) following.

  (5) (If Deponent's interest in the Original is in a representative or
fiduciary capacity, indicate below the designation of such capacity, i.e.,
Administrator, Executor, etc. and the title of the estate, as follows):

Deponent is            of the estate of           ;

(Specify names of any other persons having an interest in the Original. List
them below and indicate the nature of their interest, such as heir, legatee,
etc.)

<TABLE>
<CAPTION>
                       Name       Interest
                       ----       --------
        <S>                  <C>

</TABLE>

  (6) Deponent makes this affidavit for the purpose of requesting and inducing
Sylvan and its agents to issue new securities in substitution for the Original
and Seaboard Surety Company to assume liability in respect thereof under its
Indemnity Bond.

  (7) Deponent agrees that if said Original should ever come into Deponent's
hands, custody or power, Deponent will immediately and without consideration
surrender Original to Sylvan, its transfer agents, subscription agents,
trustees or Seaboard Surety Company for cancellation.

  (8) Signed, sealed and dated:      , 2000


        Signature of Deponent                       Signature of Deponent


                                                Sworn to and subscribed before
 Sworn to and subscribed before me              me this   day of       , 2000.
 this   day of       , 2000.


            NOTARY PUBLIC                               NOTARY PUBLIC


 (Affix Notarial Seal)                          (Affix Notarial Seal)


 My Commission expires:                         My Commission expires:


                                       6
<PAGE>

                         See below terms and conditions
          for shareowner lost certificate replacements under $100,000


   Replacement Insurance Premium Calculation for lost common stock
 certificates.

        -------------  X            $0.37             =  --------------------
         Shares Lost           Insurance Premium          Total Premium Due*
                                   Per Share

 * The minimum premium due is $25.00

   Please make your check payable to Seaboard Surety Company and enclose it
 with this Letter of Transmittal.

    Terms and conditions for shareholder lost certificate replacements under
                                    $100,000


   By signing this Letter of Transmittal, I certify that I am the lawful owner
 of the shares described on the front of this form, that these shares have not
 been pledged or endorsed and that no other person, firm, corporation, agency
 or government has asserted any right or title, claim equity or interest in
 this (these) certificate(s). I have made a diligent search for the
 certificate(s), and I have been unable to find it (them). I hereby agree (for
 myself, my heirs, assigns and personal representatives), in consideration of
 the exchange of the shares represented by certificate(s), to completely
 indemnify, protect and hold harmless Seaboard Surety Company, Sylvan Learning
 Systems, Inc., First Union National Bank, and their respective affiliates
 collectively, from and against any and all losses, costs and damages which
 they may be subject to, or liable for, as a result of the action taken in
 honoring the affidavit provided. I agree that this form is attached to and
 made part of a blanket bond underwritten by Seaboard Surety Company to
 protect the foregoing, Sylvan and First Union National Bank. I agree to
 surrender the certificate(s) for its (their) cancellation if I find it (them)
 at any time.

 [_]Check here if tendered shares are being delivered by book-entry transfer
    to an account maintained by the Depositary at the Book-Entry Transfer
    Facility and complete the following:

  Name of Tendering Institution: ______________________________________________

  Account No.: ____________________________

  Transaction Code No.: ___________________

 [_]Check here if shares are being tendered pursuant to a notice of
    guaranteed delivery previously sent to the Depositary and complete the
    following:

  Name(s) of Registered Holder(s): __________________________________________

  Date of execution of Notice of Guaranteed Delivery:        , 2000

  Name of Institution that Guaranteed Delivery: _____________________________

  Window Ticket Number (if any): ____________________________________________

                                       7
<PAGE>

                   Note: Signatures must be provided below.
              Please read the accompanying instructions carefully

To First Union National Bank:

  The undersigned hereby tenders to Sylvan Learning Systems, Inc., a Maryland
corporation, the above-described shares of Sylvan's common stock, $0.01 par
value per share, at the price per share indicated in this Letter of
Transmittal, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated March 21,
2000, receipt of which is hereby acknowledged, and in this Letter of
Transmittal which, as amended or supplemented from time to time, together
constitute the offer. All shares tendered and purchased will include the
associated preferred stock purchase rights issued pursuant to the Amended and
Restated Rights Agreement dated as of December 18, 1999 between Sylvan and
First Union National Bank, as rights agent, and, unless the context otherwise
requires, all references to shares include the associated preferred stock
purchase rights.

  Subject to, and effective upon, acceptance for payment of the shares
tendered in accordance with the terms and subject to the conditions of the
offer, including, if the offer is extended or amended, the terms and
conditions of the extension or amendment, the undersigned agrees to sell,
assign and transfer to, or upon the order of, Sylvan all right, title and
interest in and to all shares tendered and orders the registration of all
shares if tendered by book-entry transfer and irrevocably constitute and
appoint the Depositary as the true and lawful agent and attorney-in-fact of
the undersigned with respect to the shares with full knowledge that the
Depositary also acts as the agent of Sylvan, with full power of substitution
(the power of attorney being deemed to be an irrevocable power coupled with an
interest), to:

    (a) deliver certificate(s) representing the shares or transfer ownership
  of the shares on the account books maintained by the Book-Entry Transfer
  Facility, together, in either case, with all accompanying evidences of
  transfer and authenticity, to or upon the order of Sylvan upon receipt by
  the Depositary, as the undersigned's agent, of the purchase price with
  respect to the shares;

    (b) present certificates for the shares for cancellation and transfer on
  Sylvan's books; and

    (c) receive all benefits and otherwise exercise all rights of beneficial
  ownership of the shares, subject to the next paragraph, all in accordance
  with the terms and subject to the conditions of the offer.

  The undersigned covenants, represents and warrants to Sylvan that:

    (1) the undersigned has full power and authority to tender, sell, assign
  and transfer the shares (including the associated preferred stock purchase
  rights) tendered hereby and when and to the extent accepted for payment,
  Sylvan will acquire good, marketable and unencumbered title to the tendered
  shares (including the associated preferred stock purchase rights), free and
  clear of all security interests, liens, restrictions, charges,
  encumbrances, conditional sales agreements or other obligations relating to
  the sale or transfer of the shares, and not subject to any adverse claims;

    (2) the undersigned understands that tenders of shares pursuant to any
  one of the procedures described in Section 3 of the Offer to Purchase and
  in the instructions will constitute the undersigned's acceptance of the
  terms and conditions of the offer, including the undersigned's
  representation and warranty that (i) the undersigned has a "net long
  position," within the meaning of Rule 14e-4 promulgated under the
  Securities Exchange Act of 1934, in the shares or equivalent securities at
  least equal to the shares being tendered, and (ii) the tender of shares
  complies with Rule 14e-4;

    (3) the undersigned will, upon request, execute and deliver any
  additional documents deemed by the Depositary or Sylvan to be necessary or
  desirable to complete the sale, assignment and transfer of the shares
  tendered; and

    (4) the undersigned has read, understands and agrees to all of the terms
  of the offer.

                                       8


<PAGE>

  The undersigned understands that tenders of shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions will constitute a binding agreement between the undersigned and
Sylvan upon the terms and subject to the conditions of the offer. The
undersigned acknowledges that under no circumstances will Sylvan pay interest
on the purchase price, including without limitation, by reason of any delay in
making payment.

  All authority conferred or agreed to be conferred will survive the death or
incapacity of the undersigned, and any obligation of the undersigned will be
binding on the heirs, personal representatives, executors, administrators,
successors, assigns, trustees in bankruptcy and legal representatives of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.

  The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing shares tendered. The certificate numbers, the number
of shares represented by the certificates and the number of shares that the
undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which the shares are being tendered should be indicated in
the box below.

  The undersigned understands that Sylvan will determine a single per share
price, not greater than $17.50 nor less than $15.25, that it will pay for
shares properly tendered, taking into account the number of shares tendered
and the prices specified by tendering shareholders. Sylvan will select the
lowest purchase price that will allow it 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. All shares properly tendered at prices at or below
the purchase price and not properly withdrawn will be purchased, subject to
the conditions of the offer and the "odd lot" priority, proration and
conditional tender provisions described in the Offer to Purchase. Shares
tendered at prices in excess of the purchase price that is determined by
Sylvan and shares not purchased because of proration or conditional tenders
will be returned.

                                       9

<PAGE>

                                   IMPORTANT
                             SHAREHOLDERS SIGN HERE
         (Please Complete and Return the Attached Substitute Form W-9.)

 (Must be signed by the registered holder(s) exactly as
 such holder(s) name(s) appear(s) on certificate(s) for
 shares or on a security position listing or by
 person(s) authorized to become the registered
 holder(s) thereof by certificates and documents
 transmitted with this Letter of Transmittal. If
 signature is by a trustee, executor, administrator,
 guardian, attorney-in-fact, officer of a corporation
 or other person acting in a fiduciary or
 representative capacity, please set forth full title
 and see Instruction 6.)

 .......................................................

 .......................................................
               (Signature(s) of Owner(s))

 Dated: .........................................., 2000

 Name(s): ..............................................

      ................................................
                       (Please Print)

 Capacity (full title): ................................

 Address: ..............................................

      ................................................
                    (Include Zip Code)

 Daytime Area Code and Telephone Number: ...............

 Tax Identification or
 Social Security Number: ...............................
                (SEE SUBSTITUTE FORM W-9)

  Guarantee of Signature(s) (See Instructions 1 and 6)

 Authorized Signature: .................................

 Name: .................................................
                       (Please Print)

 Title: ................................................

 Name of Firm: .........................................

 Address: ..............................................
                    (Include Zip Code)

 Area Code and Telephone Number: .......................

 Dated:  ........................................., 2000





                                       10

<PAGE>

                       PAYER: FIRST UNION NATIONAL BANK

                        Part I--TAXPAYER
                        IDENTIFICATION NUMBER-FOR      ----------------------
 SUBSTITUTE             ALL ACCOUNTS, ENTER            Social security number
 Form W-9               TAXPAYER IDENTIFICATION                  OR
                        NUMBER IN THE BOX AT RIGHT     ----------------------
 Department of          AND CERTIFY BY SIGNING AND     Employer identification
 the Treasury           DATING BELOW.                          number
 Internal               Note: If the account is in
 Revenue                more than one name, see the
 Service                chart in the enclosed
                        Guidelines to determine
                        which number to give the
                        payer.
                        -------------------------------------------------------
                        Part II--For payees exempt from backup withholding,
                        please write "EXEMPT" here (see the enclosed
                        Guidelines):
                        ------------------------------------------------------
                       --------------------------------------------------------
 Payer's Request for    Part III--Certification--UNDER PENALTIES OF PERJURY,
 Taxpayer               I CERTIFY THAT (1) The number shown on this form is
 Identification         my correct Taxpayer Identification Number (or I am
 Number (TIN)           waiting for a number to be issued to me), and (2) I
                        am not subject to backup withholding because: (a) I
                        am exempt from backup withholding, or (b) I have not
                        been notified by the Internal Revenue Service (the
                        "IRS") that I am subject to backup withholding as a
                        result of a failure to report all interest or
                        dividends or (c) the IRS has notified me that I am no
                        longer subject to backup withholding.
                       --------------------------------------------------------
                        Certification Instructions--You must cross out item
                        (2) above if you have been notified by the IRS that
                        you are currently subject to backup withholding be-
                        cause of underreporting interest or dividends on your
                        tax return and you have not been notified by the IRS
                        that you are no longer subject to backup withholding.
                        (Also, see instructions in the enclosed Guidelines.)


                        Signature: ___________________________________________
                        Date: ________, 2000

NOTE: Failure to complete and return this form may result in backup
withholding of 31% of any payments made to you pursuant to the offer. Please
review the enclosed guidelines for certification of taxpayer identification
number on Substitute Form W-9 for additional details. You must complete the
following certificate if you are awaiting (or will soon apply for) a taxpayer
identification number.

            Certificate of Awaiting Taxpayer Identification Number


   I certify under penalties of perjury that a taxpayer identification number
 has not been issued to me, and that I mailed or delivered an application to
 receive a taxpayer identification number to the appropriate Internal Revenue
 Service Center or Social Security Administration Office (or I intend to mail
 or deliver an application in the near future). I understand that,
 notwithstanding the information I provided in Part 3 of the Substitute Form
 W-9 above (and the fact that I have completed this Certificate of Awaiting
 Taxpayer Identification Number), if I do not provide a taxpayer
 identification number to the Depositary within sixty (60) days, the
 Depositary is required to withhold 31% of all cash payments made to me
 thereafter until I provide a number.

 Signature _________________________________       Date: ____________, 2000

 Name (Please Print) __________________________________________________________

 Address (Please Print) _______________________________________________________


                                      11
<PAGE>

                                 INSTRUCTIONS

            Forming Part of the Terms and Conditions of the Offer.

  1. Guarantee of Signatures. No signature guarantee is required if either:

    (a) this Letter of Transmittal is signed by the registered holder of the
  shares (which term, for these purposes, includes any participant in the
  Book-Entry Transfer Facility whose name appears on a security position
  listing as the owner of the shares) tendered exactly as the name of the
  registered holder appears on the certificate(s) for the shares tendered
  with this Letter of Transmittal and payment and delivery are to be made
  directly to the owner unless the owner has completed either the box
  entitled "Special Payment Instructions" or "Special Delivery Instructions"
  above; or

    (b) the shares are tendered for the account of a bank, broker, dealer,
  credit union, savings association or other entity which 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 which is
  an "eligible guarantor institution," as that term is defined in Rule 17Ad-
  15 promulgated under the Securities Exchange Act of 1934, as amended (each
  of the foregoing constituting an "Eligible Institution").

  In all other cases, an Eligible Institution must guarantee all signatures on
this Letter of Transmittal. See Instruction 6.

  2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed only if certificates
for shares are delivered with it to the Depositary (or the certificates will
be delivered pursuant to a Notice of Guaranteed Delivery previously sent to
the Depositary) or if a tender for shares is being made concurrently pursuant
to the procedure for tender by book-entry transfer set forth in Section 3 of
the Offer to Purchase. Certificates for all physically tendered shares must be
delivered or mailed or confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of shares tendered
electronically must be received or a valid tender through the Book-Entry
Transfer Facility's Automated Tender Offer Program must be made, and in each
case a properly completed and duly executed Letter of Transmittal (or 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 this Letter of Transmittal, should be mailed or
delivered to the Depositary at the appropriate address set forth in this
document and must be delivered to the Depositary on or before the Expiration
Date. Delivery of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary.

  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 such participants 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 such shareholder.

  Shareholders whose certificates are not immediately available or who cannot
deliver certificates for their shares and all other required documents to the
Depositary before the Expiration Date, or whose shares cannot be delivered on
a timely basis pursuant to the procedures for book-entry transfer, must, in
any case, tender their shares by or through any Eligible Institution by
properly completing and duly executing and delivering a Notice of Guaranteed
Delivery (or facsimile of the Notice of Guaranteed Delivery) and by otherwise
complying with the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase. Pursuant to that procedure, certificates for all physically
tendered shares or book-entry confirmations, as the case may be, as well as
this properly completed and duly executed Letter of Transmittal (or manually
signed facsimile of this 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

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<PAGE>

through the Automated Tender Offer Program of the Book-Entry Transfer
Facility, and all other documents required by this Letter of Transmittal, must
be received by the Depositary within three (3) Nasdaq Stock Market trading
days after receipt by the Depositary of the Notice of Guaranteed Delivery, all
as provided in Section 3 of the Offer to Purchase.

  The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
signature guarantee by an Eligible Institution in the form set forth therein.
For shares to be tendered validly pursuant to the guaranteed delivery
procedure, the Depositary must receive the Notice of Guaranteed Delivery on or
before the Expiration Date.

  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, Sylvan
recommends that you use registered mail with return receipt requested,
properly insured. In all cases, sufficient time should be allowed to ensure
timely delivery.

  Except as specifically permitted by Section 6 of the Offer to Purchase,
Sylvan will not accept any alternative, conditional or contingent tenders, nor
will it purchase any fractional shares, except as expressly provided in the
Offer to Purchase. All tendering shareholders, by execution of this Letter of
Transmittal (or a facsimile of this Letter of Transmittal), waive any right to
receive any notice of the acceptance of their tender.

  3. Inadequate Space. If the space provided in the box entitled "Description
of Shares Tendered" above is inadequate, the certificate numbers and/or the
number of shares should be listed on a separate signed schedule and attached
to this Letter of Transmittal.

  4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders
who tender by book-entry transfer.) If fewer than all of the shares evidenced
by any certificate are to be tendered, fill in the number of shares that are
to be tendered in the column entitled "Number of Shares Tendered" in the box
entitled "Description of Shares Tendered" above. In that case, if any tendered
shares are purchased, a new certificate for the remainder of the shares
(including any shares not purchased) evidenced by the old certificate(s) will
be issued and sent to the registered holder(s), unless otherwise specified in
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" in this Letter of Transmittal, as soon as
practicable after the Expiration Date. Unless otherwise indicated, all shares
represented by the certificate(s) set forth above and delivered to the
Depositary will be deemed to have been tendered.

  5. Indication of Price at Which Shares are Being Tendered. For shares to be
properly tendered, the shareholder must either (1) check the box next to the
section captioned "Shares Tendered at Price Determined Pursuant to the Offer"
in this Letter of Transmittal or (2) check one of the boxes in the section
captioned "Price (In Dollars) per Share at Which Shares Are Being Tendered" in
this Letter of Transmittal indicating the price at which the shareholder is
tendering shares. Only one box may be checked. If more than one box is checked
or if no box is checked, the shares will not be properly tendered. A
shareholder wishing to tender a portion(s) of the holder's shares at different
prices must complete a separate Letter of Transmittal for each price at which
the holder wishes to tender each portion of the holder's shares. The same
shares cannot be tendered (unless previously and properly withdrawn as
provided in Section 4 of the Offer to Purchase) at more than one price.

  6. Signatures on Letter Of Transmittal; Stock Powers and Endorsements.

  (a) If this Letter of Transmittal is signed by the registered holder(s) of
the shares tendered, the signature(s) must correspond exactly with the name(s)
as written on the face of the certificate(s) without any change whatsoever.

                                      13

<PAGE>

  (b) If the shares tendered are registered in the names of two or more joint
holders, each holder must sign this Letter of Transmittal.

  (c) If any tendered shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimile) as there are different
registrations of certificates.

  (d) When this Letter of Transmittal is signed by the registered holder(s) of
the shares tendered, no endorsement(s) of certificate(s) representing the
shares or separate stock power(s) are required unless payment is to be made or
the certificate(s) for shares not tendered or not purchased are to be issued
to a person other than the registered holder(s). Signature(s) on the
certificate(s) must be guaranteed by an Eligible Institution. If this Letter
of Transmittal is signed by a person other than the registered holder(s) of
the certificate(s) listed, or if payment is to be made or certificate(s) for
shares not tendered or not purchased are to be issued to a person other than
the registered holder(s), the certificate(s) must be endorsed or accompanied
by appropriate stock power(s), in either case signed exactly as the name(s) of
the registered holder(s) appears on the certificate(s), and the signature(s)
on the certificate(s) or stock power(s) must be guaranteed by an Eligible
Institution. See Instruction 1.

  (e) If this Letter of Transmittal or any certificate(s) or stock power(s) is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other person acting in a fiduciary or
representative capacity, that person should so indicate when signing this
Letter of Transmittal and must submit proper evidence satisfactory to Sylvan
of his or her authority to so act.

  7. Stock Transfer Taxes. Except as provided in this Instruction 7, no stock
transfer tax stamps or funds to cover tax stamps need accompany this Letter of
Transmittal. Sylvan will pay any stock transfer taxes payable on the transfer
to it of shares purchased pursuant to the offer. If, however, either (a)
payment of the purchase price for shares tendered and accepted for purchase is
to be made to any person other than the registered holder(s); (b) shares not
tendered or rejected for purchase are to be registered in the name(s) of any
person(s) other than the registered holder(s); or (c) certificate(s)
representing tendered shares are registered in the name(s) of any person(s)
other than the person(s) signing this Letter of Transmittal, then the
Depositary will deduct from the purchase price the amount of any stock
transfer taxes (whether imposed on the registered holder(s), other person(s)
or otherwise) payable on account of the transfer to that person, unless
satisfactory evidence of the payment of the taxes or any exemption therefrom
is submitted.

  8. Odd Lots. As described in Section 1 of the Offer to Purchase, if Sylvan
is to purchase fewer than all shares tendered before the Expiration Date and
not properly withdrawn, the shares purchased first will consist of all shares
properly tendered by any shareholder who owned, beneficially or of record, an
aggregate of fewer than 100 shares (not including any shares held in Sylvan's
Employee Stock Purchase Plan or in Sylvan's 401(k) Retirement Savings Plan),
and who tenders all of the holder's shares at or below the purchase price (an
"Odd Lot Holder"). This preference will not be available unless the section
captioned "Odd Lots" is completed.

  9. Order of Purchase in Event of Proration. As described in Section 1 of the
Offer to Purchase, shareholders may designate the order in which their shares
are to be purchased in the event of proration. The order of purchase may have
an effect on the federal income tax treatment of the purchase price for the
shares purchased. See Sections 1 and 14 of the Offer to Purchase.

  10. Special Payment and Delivery Instructions. If certificate(s) for shares
not tendered or not purchased and/or check(s) are to be issued in the name of
a person other than the signer of this Letter of Transmittal or if the
certificates and/or checks are to be sent to someone other than the person
signing this Letter of Transmittal or to the signer at a different address,
the box entitled "Special Payment Instructions" and/or the box entitled
"Special Delivery Instructions" on this Letter of Transmittal should be
completed as applicable and signatures must be guaranteed as described in
Instruction 1.


                                      14

<PAGE>

  11. Irregularities. All questions as to the number of shares to be accepted,
the price to be paid for the shares and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of shares
will be determined by Sylvan in its sole discretion, which determination will
be final and binding on all parties. Sylvan reserves the absolute right to
reject any or all tenders of shares it determines not to be in proper form or
the acceptance of which or payment for which may, in the opinion of Sylvan's
counsel, be unlawful. Sylvan also reserves 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 Sylvan's
interpretation of the terms of the offer (including these Instructions) will
be final and binding on all parties. No tender of shares will be deemed to be
properly made until all defects and irregularities have been cured by the
tendering shareholder or waived by Sylvan. Unless waived, any defects or
irregularities in connection with tenders must be cured within that time as
Sylvan will determine. None of Sylvan, the Dealer Managers (as defined in the
Offer to Purchase), the Depositary, the Information Agent (as defined in the
Offer to Purchase) or any other person is or will be obligated to give notice
of any defects or irregularities in tenders and none of them will incur any
liability for failure to give any notice of defect or irregularity.

  12. Questions and Requests for Assistance and Additional Copies. You may
request additional copies of this Offer to Purchase, the Letter of Transmittal
or the Notice of Guaranteed Delivery from the Information Agent at its address
and telephone numbers set forth on the back cover of the Offer to Purchase.

  13. Tax Identification Number and Backup Withholding. Federal income tax law
generally requires that a shareholder whose tendered shares are accepted for
purchase, or the shareholder's assignee (in either case, the "Payee"), provide
the Depositary with the Payee's correct Taxpayer Identification Number
("TIN"), which, in the case of a Payee who is an individual, is the Payee's
social security number. If the Depositary is not provided with the correct TIN
or an adequate basis for an exemption, the Payee may be subject to penalties
imposed by the Internal Revenue Service and backup withholding in an amount
equal to 31% of the gross proceeds received pursuant to the offer. If
withholding results in an overpayment of taxes, a refund may be obtained.

  To prevent backup withholding, each Payee must provide the Payee's correct
TIN by completing the Substitute Form W-9 set forth in this document,
certifying that the TIN provided is correct (or that the Payee is awaiting a
TIN) and that (i) the Payee is exempt from backup withholding, (ii) the Payee
has not been notified by the Internal Revenue Service that the Payee is
subject to backup withholding as a result of a failure to report all interest
or dividends, or (iii) the Internal Revenue Service has notified the Payee
that the Payee is no longer subject to backup withholding.

  If the Payee lacks a TIN, the Payee should (i) consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 ("W-9 Guidelines") for instructions on applying for a TIN, (ii) write
"Applied For" in the space provided in Part 1 of the Substitute Form W-9, and
(iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth in this document. If the Payee does
not provide the Payee's TIN to the Depositary within sixty (60) days, backup
withholding will begin and continue until the Payee furnishes the Payee's TIN
to the Depositary. Note that writing "Applied For" on the Substitute Form W-9
means that the Payee has already applied for a TIN or that the Payee intends
to apply for one in the near future.

  If shares are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to
report.

  Exempt Payees (including, among others, all corporations and certain foreign
individuals) are not subject to backup withholding and reporting requirements.
To prevent possible erroneous backup withholding, an exempt Payee should write
"Exempt" in Part 2 of the Substitute Form W-9. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on the Substitute Form W-9 for

                                      15

<PAGE>

additional instructions. In order for a nonresident alien or foreign entity to
qualify as exempt, that person must submit a completed IRS Form W-8
Certificate of Foreign Status or a Substitute Form W-8, signed under penalty
of perjury attesting to the exempt status. This form may be obtained from the
Depositary.

  14. Withholding For Non-United States Shareholders. Even if a Non-United
States Holder (as defined in Section 14 of the accompanying Offer to Purchase)
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 of the accompanying Offer to Purchase 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 of the accompanying Offer to Purchase 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.

  15. Lost, Stolen, Destroyed or Mutilated Certificates. If any certificate(s)
representing shares has been lost, stolen, destroyed or mutilated, the
shareholder should do the following:

  .  Refer to the calculation on the "Affidavit of Lost or Destroyed
     Certificate(s)" form for certificate replacements under $100,000;

  .  Write a check payable to Seaboard Surety Company for the amount of the
     replacement premium; and

  .  Return the "Affidavit of Lost or Destroyed Certificate(s)," the
     replacement premium check, a properly completed and executed copy of the
     Letter of Transmittal and any certificate(s) you may have in your
     possession to the Depositary.

  16. Conditional Tenders. As described in Sections 1 and 6 of the Offer to
Purchase, shareholders may condition their tenders on all or a minimum number
of their tendered shares being purchased. If Sylvan is to purchase less than
all of the shares tendered before the Expiration Date and not withdrawn, the
Depositary will perform a preliminary proration, and any shares tendered at or
below the purchase price pursuant to a conditional tender for which the
condition was not satisfied by the preliminary proration will be deemed
withdrawn, subject to reinstatement if such conditional tendered shares are
subsequently selected by random lot for purchase subject to Sections 1 and 6
of the Offer

                                      16

<PAGE>

to Purchase. Conditional tenders will be selected by lot only from
shareholders who tender all of their shares. All tendered shares will be
deemed unconditionally tendered unless the "Conditional Tender" box is
completed. The conditional tender alternative is made available so that a
shareholder may assure that the purchase of shares from the shareholder
pursuant to the offer will be treated as a sale of the shares by the
shareholder, rather than the payment of a dividend to the shareholder, for
federal income tax purposes. Odd Lot Shares, which will not be subject to
proration, cannot be conditionally tendered. It is the tendering shareholder's
responsibility to calculate the minimum number of shares that must be
purchased from the shareholder in order for the shareholder to qualify for
sale (rather than dividend) treatment, and each shareholder is urged to
consult his or her own tax advisor.

  In the event of proration, any shares tendered pursuant to a conditional
tender for which the minimum requirements are not satisfied may not be
accepted and thereby will be deemed withdrawn.

  17. Sylvan's Employee Stock Purchase Plan. Participants in Sylvan's Employee
Stock Purchase Plan may not use this Letter of Transmittal to direct the
tender of shares held in their account under the Employee Stock Purchase Plan,
but must comply with the instructions found in the "Letter to Participants in
Sylvan's Employee Stock Purchase Plan" sent separately to them. Participants
in the Employee Stock Purchase Plan are urged to carefully read the "Letter to
Participants in Sylvan's Employee Stock Purchase Plan" and related materials
sent to them.

  18. Sylvan's 401(k) Retirement Savings Plan. Participants in Sylvan's 401(k)
Retirement Savings Plan may not use this Letter of Transmittal to direct the
tender of shares allocated to their savings plan accounts, but must comply
with the instructions found in the "Letter to Participants in Sylvan's 401(k)
Retirement Savings Plan" sent separately to them. Participants in the savings
plan are urged to carefully read the "Letter to Participants in Sylvan's
401(k) Retirement Savings Plan" and related materials sent to them.

  This Letter of Transmittal, properly completed and duly executed (or a
manually signed facsimile of this Letter of Transmittal), together with
certificates representing shares being tendered or confirmation of book-entry)
transfer and all other required documents, or a Notice of Guaranteed Delivery,
must be received before 12:00 Midnight, Eastern time, on the Expiration Date.
Shareholders are encouraged to return a completed Substitute Form W-9 with
this Letter of Transmittal.

                    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)
                        (800) 323-5678 (Call Toll Free)

                                      17

