
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   SCHEDULE TO

                                  (Rule 14-100)

        TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          Sylvan Learning Systems, Inc.
         (Name of Subject Company (issuer) and Filing Person (offeror))

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                    871399101
                      (CUSIP Number of Class of Securities)

                                Douglas L. Becker
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          SYLVAN LEARNING SYSTEMS, INC.
                              1000 LANCASTER STREET
                            BALTIMORE, MARYLAND 21202
                                 (410) 843-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                Communications on Behalf of the Filing Person(s))

                                    COPY TO:
                            Richard C. Tilghman, Jr.
                        PIPER MARBURY RUDNICK & WOLFE LLP
                                6225 SMITH AVENUE
                         BALTIMORE, MARYLAND 21209-3600
                                 (410) 580-3000

                            CALCULATION OF FILING FEE

        Transaction Valuation*                   Amount of Filing Fee
              $166,250,000                            $33,250.00

*    For the purpose of calculating the filing fee only, this amount is based on
     the purchase of 9,500,000 shares of common stock at the maximum tender
     offer price of $17.50 per share.

[_]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
     and identify the filing with which the offsetting fee was previously paid.
     Identify the previous filing by registration statement number, or the form
     or schedule and the date of its filing.

Amount Previously Paid:    Not applicable.    Filing party:   Not applicable.
Form or Registration No.:  Not applicable.    Date Filed:     Not applicable.

[_]  Check box if filing relates solely to preliminary communications made
     before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[_] third-party tender offer          [_] going private transaction
    subject to Rule 14d-1                 subject to Rule 13e-3

[X] issuer tender offer               [_] amendment to Schedule 13D
    subject to Rule 13e-4                 under Rule 13d-2


Check the following box if the filing is a final amendment reporting the results
of the tender offer [_]

<PAGE>

     This Tender Offer Statement on Schedule TO relates to the offer by Sylvan
Learning Systems, Inc., a Maryland corporation, to purchase shares of its common
stock, $0.01 par value per share. Sylvan is offering to purchase up to
9,500,000 shares, or such lesser number of shares as are properly tendered
and not properly withdrawn, at a price not greater than $17.50 nor less than
$15.25 per share, net to the seller in cash, without interest. Sylvan's offer
is being made upon the terms and subject to the conditions set forth in the
Offer to Purchase dated March 21, 2000 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.
This Tender Offer Statement on Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as
amended.

     The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed with this Schedule TO as Exhibits
(a)(1)(i) and (a)(1)(ii) hereto, respectively, is incorporated herein by
reference in answer to Items 1 through 11 in this Tender Offer Statement on
Schedule TO.


ITEM 12. EXHIBITS.

     (a)(1)(i)      Offer to Purchase.

     (a)(1)(ii)     Letter of Transmittal.

     (a)(1)(iii)    Notice of Guaranteed Delivery.

     (a)(1)(iv)     Letter to participants in Sylvan's 401(K) Retirement
                    Savings Plan from Douglas L. Becker, Chairman and Chief
                    Executive Officer of Sylvan, dated March 21, 2000.

     (a)(1)(v)      Letter to Brokers, Dealers, Commercial Banks, Trust
                    Companies and Other Nominees.

     (a)(1)(vi)     Letter to Participants in Sylvan's 401(K) Retirement
                    Savings Plan.

     (a)(1)(vii)    Letter to Participants in Sylvan's Employee Stock Purchase
                    Plan.

     (a)(2)         Not applicable.

     (a)(3)         Not applicable.

     (a)(4)         Not applicable.

     (a)(5)(i)      Letter to Clients for use by Brokers, Dealers, Commercial
                    Banks, Trust Companies and Other Nominees.

     (a)(5)(ii)     Guidelines for Certification of Taxpayer Identification
                    Number on Substitute Form W-9.

     (a)(5)(iii)    Summary Advertisement dated March 21, 2000.

     (a)(5)(iv)     Press Release dated March 21, 2000.

     (a)(5)(v)      Letter to shareholders from Douglas L. Becker, Chairman and
                    Chief Executive Officer of Sylvan, dated March 21, 2000.

     (b)            Not applicable.

     (d)            Not applicable.

     (g)            Not applicable.

     (h)            Not applicable.

<PAGE>

                                   SIGNATURE


     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



Dated:  March 21, 2000                     SYLVAN LEARNING SYSTEMS, INC.


                                           By: /s/ Douglas L. Becker
                                              -------------------------------
                                               Name:  Douglas L. Becker
                                               Title: Chief Executive Officer
                                                      and Chairman of the Board


<PAGE>

                                 EXHIBIT INDEX


EXHIBIT NUMBER                        DESCRIPTION

     (a)(1)(i)      Offer to Purchase.

     (a)(1)(ii)     Letter of Transmittal.

     (a)(1)(iii)    Notice of Guaranteed Delivery.

     (a)(1)(iv)     Letter to participants in Sylvan's 401(K) Retirement
                    Savings Plan from Douglas L. Becker, Chairman and Chief
                    Executive Officer of Sylvan, dated March 21, 2000.

     (a)(1)(v)      Letter to Brokers, Dealers, Commercial Banks, Trust
                    Companies and Other Nominees.

     (a)(1)(vi)     Letter to Participants in Sylvan's 401(K) Retirement Savings
                    Plan.

     (a)(1)(vii)    Letter to Participants in Sylvan's Employee Stock Purchase
                    Plan.

     (a)(2)         Not applicable.

     (a)(3)         Not applicable.

     (a)(4)         Not applicable.

     (a)(5)(i)      Letter to Clients for use by Brokers, Dealers, Commercial
                    Banks, Trust Companies and Other Nominees.

     (a)(5)(ii)     Guidelines for Certification of Taxpayer Identification
                    Number on Substitute Form W-9.

     (a)(5)(iii)    Summary Advertisement dated March 21, 2000.

     (a)(5)(iv)     Press Release dated March 21, 2000.

     (a)(5)(v)      Letter to shareholders from Douglas L. Becker, Chairman and
                    Chief Executive Officer of Sylvan, dated March 21, 2000.

     (b)            Not applicable.

     (d)            Not applicable.

     (g)            Not applicable.

     (h)            Not applicable.


