
<PAGE>

                                                          EXHIBIT 99(a)(5)(iii)

  This announcement is neither an offer to purchase nor a solicitation of an
         offer to sell shares. The Offer is made solely by the Offer
  to Purchase, dated March 21, 2000, and the related Letter of Transmittal,
     and any amendments or supplements to the Offer to Purchase or Letter
 of Transmittal. The Offer is not being made to, nor will tenders be accepted
   from or on behalf of, holders of Shares in any jurisdiction in which the
          making or acceptance of offers to sell Shares would not be
               in compliance with the laws of 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 shall be deemed to be made on behalf of Sylvan by
               Goldman, Sachs & Co., the Dealer Managers of this
              Offer, or one or more registered brokers or dealers
                 licensed under the laws of that jurisdiction.

                      Notice of 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

     Sylvan Learning Systems, Inc., a Maryland corporation ("Sylvan"), is
offering to purchase for cash up to 9,500,000 shares of its common stock, $0.01
par value per share (including the associated preferred stock purchase rights,
the "Shares"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated March 21, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together, as they may be amended and
supplemented from time to time, constitute the "Offer"). Sylvan is inviting its
shareholders to tender their Shares at prices specified by the tendering
shareholders that are not greater than $17.50 nor less than $15.25 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions of the Offer. The Offer is not conditioned on any minimum number of
Shares being tendered. The Offer is, however, subject to other conditions set
forth in the Offer to Purchase and the related Letter of Transmittal.

           --------------------------------------------------------
            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'S BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER SYLVAN
NOR ITS BOARD OF DIRECTORS NOR THE DEALER MANAGERS IS MAKING ANY RECOMMENDATION
TO ITS SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR
SHARES OR AS TO THE PRICE OR PRICES AT WHICH
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SHAREHOLDERS MAY CHOOSE TO TENDER THEIR SHARES. SHAREHOLDERS MUST MAKE THEIR OWN
DECISION AS TO WHETHER TO TENDER THEIR SHARES AND, IF SO, HOW MANY SHARES TO
TENDER AND THE PRICE OR PRICES AT WHICH SUCH SHARES SHOULD BE TENDERED. SYLVAN'S
DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED SYLVAN THAT THEY DO NOT INTEND TO
TENDER ANY SHARES IN THE OFFER.

     Sylvan will, upon the terms and subject to the conditions of the Offer,
determine the single per Share price, not in excess of $17.50 nor less than
$15.25 per Share, that it will pay for Shares properly tendered under the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. Sylvan will select the lowest purchase price (the
"Purchase Price") that will allow it to purchase 9,500,000 Shares, or such
lesser number of Shares as are properly tendered (and not properly withdrawn)
pursuant to the Offer. All Shares properly tendered (and not properly withdrawn)
prior to the "expiration date" (as defined below) at prices at or below the
Purchase Price will be purchased at the Purchase Price, upon the terms and
subject to the conditions of the Offer, including the "odd lot" and proration
provisions.

     Under no circumstances will interest be paid on the Purchase Price for the
Shares, regardless of any delay in making such payment. All Shares acquired in
the Offer will be acquired at the Purchase Price regardless of whether the
shareholder selected a lower price. The term "expiration date" means 12:00
Midnight, Eastern time, on Monday, April 17, 2000, unless Sylvan, in its sole
discretion, shall have extended the period of time during which the Offer will
remain open, in which event the term "expiration date" shall refer to the latest
time and date at which the Offer, as so extended by Sylvan, shall expire. Sylvan
reserves the right, in its sole discretion, to purchase more than 9,500,000
Shares under the Offer subject to applicable law. For purposes of the Offer,
Sylvan will be deemed to have accepted for payment (and therefore purchased)
Shares properly tendered and not withdrawn, subject to the "odd lot" and
proration provisions of the Offer, only when, as and if Sylvan gives oral or
written notice to First Union National Bank, the depositary of the Offer, of its
acceptance for payment of such Shares under the Offer. Payment for Shares
tendered and accepted for payment under the Offer will be made only after timely
receipt by the depositary of certificates for such Shares or a timely
confirmation of a book-entry transfer of such Shares into the depositary's
account at the "book-entry transfer facility" (as defined in the Offer to
Purchase), a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile of the Letter of Transmittal), an Agent's Message (as
defined in the Offer to Purchase) 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 (as defined in the Offer to
Purchase) and any other documents required by the Letter of Transmittal.

     Upon the terms and subject to the conditions of the Offer, if more than
9,500,000 Shares, or such greater number of Shares as Sylvan may elect to
purchase subject to applicable law, have been properly tendered (and not
properly withdrawn) prior to the expiration date at prices at or below the
Purchase Price, Sylvan will purchase properly tendered Shares on the following
basis: (1) all Shares properly tendered and not properly withdrawn prior to the
expiration date by any "odd lot holder" (as defined in the Offer to Purchase)
who (a) tenders all Shares owned beneficially or of record by such odd lot
holder at a price at or below the Purchase Price (partial tenders will not
qualify for this preference) and (b) completes the section entitled "Odd Lots"
in
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the Letter of Transmittal and, if applicable, in the Notice of Guaranteed
Delivery and (2) after the purchase of all of the foregoing Shares, all other
Shares properly tendered at prices at or below the Purchase Price and not
properly withdrawn prior to the expiration date, on a pro rata basis, with
appropriate adjustments to avoid purchases of fractional Shares. All other
Shares that have been tendered and not purchased will be returned to the
shareholder as promptly as practicable after the expiration date.

     Sylvan expressly reserves the right, in its sole discretion, at any time
and from time to time, to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and payment for, any Shares by
giving oral or written notice of such extension to the depositary and making a
public announcement thereof no later than 9:00 a.m., Eastern time, on the next
business day after the previously scheduled expiration date. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer and to the right of a tendering shareholder to withdraw
such shareholder's Shares.

     Sylvan is making the Offer because (1) Sylvan believes that its Shares are
undervalued in the public market, (2) Sylvan believes that the Offer is
consistent with its long-term corporate goal of increasing shareholder value,
(3) the Offer is a prudent use of its financial resources given its newly
announced business strategy, as well as its assets and current market price, and
(4) Sylvan believes that investing in its own Shares is an attractive use of
capital and an efficient means to provide value to its shareholders. In
addition, where Shares are tendered by the registered owner thereof directly to
the depositary pursuant to the Offer, the sale of those Shares in the Offer will
permit the seller to avoid the usual transaction costs associated with open
market sales.

     Tenders of Shares under the Offer are irrevocable, except that tendered
Shares may be withdrawn at any time prior to the expiration date and, unless
previously accepted for payment by Sylvan under the Offer, may also be withdrawn
at anytime after 12:00 Midnight, Eastern time, on Monday, May 15, 2000. For
withdrawal to be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by First Union at its address set
forth on the back cover page of the Offer to Purchase. Any such 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 such Shares. If
the certificates for Shares to be withdrawn have been delivered or otherwise
identified to the depositary, then, before the release of such certificates, the
serial numbers shown on such certificates must be submitted to the depositary
and the signature(s) on the notice of withdrawal must be guaranteed by an
"eligible guarantor institution" (as defined in the Offer to Purchase), unless
such Shares have been tendered for the account of an eligible guarantor
institution. If Shares have been tendered pursuant to the procedure for book-
entry transfer set forth in the Offer to Purchase, any 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
such book-entry transfer facility's procedures. All questions as to the form and
validity of any notice of withdrawal, including the time of receipt, will be
determined by Sylvan, in its sole discretion, whose determination will be final
and binding. None of Sylvan, First Union as the depositary, D.F. King & Co.,
Inc. as the information agent, Goldman, Sachs & Co. as the Dealer Managers or
any other person will be under any duty to give notification of any defects or
irregularities in any tender or notice of withdrawal or incur any liability for
failure to give any such notification.
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     In certain circumstances, some tendering shareholders whose Shares are
purchased in the Offer may be treated for U.S. federal tax purposes as having
received an amount taxable as a distribution or dividend rather than as a
capital gain or loss. Shareholders are strongly encouraged to read the Offer to
Purchase for additional information regarding the U.S. federal tax consequences
of participating in the Offer.

     The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.

     The Offer to Purchase and the related Letter of Transmittal are being
mailed promptly to record holders of Shares whose names appear on Sylvan's
shareholder list and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the 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.

     THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS SHOULD READ THEM CAREFULLY BEFORE MAKING ANY
DECISION REGARDING THE OFFER.

     Any questions or requests for assistance may be directed to the information
agent or the Dealer Managers at the respective telephone numbers and addresses
set forth below. Additional copies of the Offer to Purchase, the Letter of
Transmittal and the Notice of Guaranteed Delivery may be obtained from the
information agent at the address and telephone number set forth below and will
be promptly furnished by Sylvan at its expense. Shareholders may also contact
their broker, dealer, commercial bank, trust company or nominee for assistance
concerning the Offer. To confirm delivery of Shares, shareholders are directed
to contact the depositary.

                    The Information Agent for the offer is:

                             D.F. KING & CO., INC.
                         77 Water Street, 20/th/ 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)

March 21, 2000
