
<PAGE>

                                                         EXHIBIT 99(a)(1)(vii)

                         SYLVAN LEARNING SYSTEMS, INC.

                          Offer to Purchase for Cash
                       by Sylvan Learning Systems, Inc.
                  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.

To the Participants in Sylvan's Employee Stock Purchase Plan:

  Sylvan Learning Systems, Inc. has announced an offer to purchase up to
9,500,000 shares of its common stock, $0.01 par value per share, including the
associated preferred stock purchase rights, at a price of not greater than
$17.50 nor less than $15.25 per share, net to the seller in cash, without
interest. The offer is being made pursuant to the Offer to Purchase and the
related Letter of Transmittal, which are enclosed. As a participant in
Sylvan's Employee Stock Purchase Plan, you may tender shares that are held in
your employee stock purchase plan account at Salomon Smith Barney.

  If you do not wish to tender any portion of the shares in your employee
stock purchase plan account, you do not need to take any action. If you would
like to tender some or all of the shares held in your employee stock purchase
plan account in response to this offer, you must follow the instructions set
forth below.

  The Offer. 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tendered, all shares that are properly tendered and not withdrawn. Sylvan will
pay the same price for all shares purchased in the offer. 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tendered at prices at or below the purchase price and not properly withdrawn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. If more than the number of shares Sylvan seeks are properly
tendered, Sylvan will not purchase all of the shares tendered because of
proration. 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 as promptly as practicable following the
expiration of the offer.

  Sylvan's offer is being made upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the related 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.

  Sylvan reserves the right, in its sole discretion, to purchase more than
9,500,000 shares pursuant to the offer.

  Because the terms and conditions of the Letter of Transmittal will govern
the tender of the shares held in accounts under the Employee Stock Purchase
Plan, you should read the Letter of Transmittal carefully. The Letter of
Transmittal, however, is furnished to you for your information only and cannot
be used by you to tender shares that are held in your employee stock purchase
plan account. You must use the attached Instruction Form to properly tender
shares that are held in your employee stock purchase plan account. You should
also read the Offer to Purchase carefully before making any decision regarding
the offer.

<PAGE>

  The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of
shares of common stock of Sylvan. The offer is not being made to, nor will
tenders be accepted from or on behalf of, holders of shares of common stock of
Sylvan residing in any jurisdiction in which the making of the offer or
acceptance thereof would not be in compliance with the securities laws of that
jurisdiction.

  Tendering Shares. To instruct Salomon Smith Barney to tender any or all of
the shares held in your employee stock purchase plan account, you must
complete the Instruction Form set forth below and return it to Salomon Smith
Barney.

  Please note the following:

  1. We have been advised that if Salomon Smith Barney has not received your
Instruction Form at least three business days before the expiration of the
offer, Salomon Smith Barney will not tender any shares held in your employee
stock purchase plan account. 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. Consequently, your Instruction Form must be received by
Salomon Smith Barney no later than 12:00 Midnight, Eastern time on Wednesday,
April 12, 2000.

  2. Shares held in your employee stock purchase plan account may be tendered
at prices not greater than $17.50 nor less than $15.25 per share.

  3. The offer is for up to 9,500,000 shares, constituting approximately 19%
of the shares outstanding as of March 20, 2000. The offer is not conditioned
on any minimum number of shares being tendered. The offer is, however, subject
to other conditions described in the Offer to Purchase.

  4. Sylvan's Board of Directors has approved the making of the offer.
However, neither Sylvan nor Sylvan's Board of Directors nor the Dealer
Managers nor Salomon Smith Barney 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 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.

  5. Tendering shareholders will not be obligated to pay any brokerage fees or
commissions or solicitation fees to tender their shares. Except as described
in the Letter of Transmittal, tendering shareholders will not be obligated to
pay any stock transfer taxes on the transfer of shares pursuant to the offer.

  6. As more fully described in the Offer to Purchase, tenders will be deemed
irrevocable unless timely withdrawn. If you instruct Salomon Smith Barney to
tender the shares held in your employee stock purchase plan account, and you
subsequently decide to change your instructions or withdraw your tender of
shares, you may do so by submitting a new Instruction Form. However, the new
Instruction Form will be effective only if it is received by Salomon Smith
Barney, at the address listed below, on or before 12:00 Midnight, Eastern time
on Wednesday, April 12, 2000, three business days before the expiration of the
offer. The offer is scheduled to expire at 12:00 Midnight, Eastern time, on
Monday, April 17, 2000. Upon receipt of a timely submitted, new Instruction
Form, your previous Instruction Form to tender the shares will be deemed
canceled. If your new Instruction Form directed Salomon Smith Barney to
withdraw from tender the shares held in your employee stock purchase plan
account, you may later re-tender those shares by submitting a new Instruction
Form so long as it is received by Salomon Smith Barney on or before three
business days before the expiration of the offer.

  This letter has been prepared by Sylvan and is being sent to you by Salomon
Smith Barney at Sylvan's request. Unless you direct Salomon Smith Barney on
the attached Instruction Form to tender the shares held in your employee stock
purchase plan account, no shares will be tendered.


<PAGE>

  If you wish to tender your shares, complete the Information Form and either:

<TABLE>
       <S>                       <C>
       1. Return it by mail to:  Salomon Smith Barney Inc.
                                 Attention: Stock Plan Operations
                                 P.O. Box 2152
                                 New York, New York 10116
       or
       2. Return it by
        facsimile to:            (212) 801-4812
                                 Attention: Stock Plan Operations--Sylvan
                                 Learning Systems, Inc. Offer to Purchase for Cash
</TABLE>


  If you have any questions, contact Salomon Smith Barney's Stock Plan
Operations Department at (800) 367-4777 (toll free).


<PAGE>

                                Instruction Form

Name of Participant:____________________________________________________________

Salomon Smith Barney Account Number:____________________________________________

Social Security Number:_________________________________________________________

Daytime Telephone Number: (     )           -


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

 [_] Tender shares.
 (Please indicate the number of shares you wish to tender from your account.)

 [_] Tender all shares.


               Shares Tendered at Price Determined by Shareholder
                (See Instruction 5 to the Letter of Transmittal)

   By checking one of the following boxes below instead of the box under
 "Shares Tendered at 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 Instruction Form 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 to the Letter of Transmittal)

 [_] 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.

   THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
 TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
 RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
 SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

Signature:______________________________________________________________________

Date: __________________, 2000

