UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sylvan Learning Systems, Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
871399101
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
heck the appropriate box to designate the rule pursuant to which this
chedule is filed:
X] Rule 13d-1(b)
] Rule 13d-1(c)
] Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting
erson's initial filing on this form with respect to the subject class
f securities, and for any subsequent amendment containing information
hich would alter the disclosures provided in a prior cover page.
he information required in the remainder of this cover page shall not
e deemed to be "filed" for the purpose of Section 18 of the Securities
xchange Act of 1934 ("Act") or otherwise subject to the liabilities of
hat section of the Act but shall be subject to all other provisions of
he Act (however, see the Notes).
USIP: 871399101 Page 1 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Research and Management Company
95-1411037
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NONE
6 SHARED VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 2,990,000
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,990,000 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SMALLCAP World Fund, Inc.
95-4253845
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5 SOLE VOTING POWER
2,660,000
6 SHARED VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING NONE
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,660,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
mendment No. 2
tem 1(a) Name of Issuer:
Sylvan Learning Systems, Incorporated
tem 1(b) Address of Issuer's Principal Executive Offices:
1001 Fleet Street
Baltimore, Maryland 21202
tem 2(a) Name of Person(s) Filing:
Capital Research and Management Company and SMALLCAP World
Fund, Inc.
tem 2(b) Address of Principal Business Office or, if none,
Residence:
333 South Hope Street
Los Angeles, CA 90071
tem 2(c) Citizenship: N/A
tem 2(d) Title of Class of Securities:
Common Stock
tem 2(e) CUSIP Number:
871399101
tem 3 If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(d) [X] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E).
tem 4 Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
See pages 2 and 3
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
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Capital Research and Management Company, an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940 is deemed to be the beneficial owner of 2,990,000 shares
or 6.9% of the 43,573,000 shares of Common Stock believed to be
outstanding as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.
SMALLCAP World Fund, Inc., an investment company registered
under the Investment Company Act of 1940, which is advised by
Capital Research and Management Company, is the beneficial
owner of 2,660,000 shares or 6.1% of the 43,573,000 shares of
Common Stock believed to be outstanding.
tem 5 Ownership of Five Percent or Less of a Class. If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following: [ ]
tem 6 Ownership of More than Five Percent on Behalf of Another
Person: N/A
tem 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.: N/A
tem 8 Identification and Classification of Members of the Group:
N/A
tem 9 Notice of Dissolution of Group: N/A
tem 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
Signature
After reasonable 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.
Date: February 10, 2004
Signature: *Paul G. Haaga, Jr.
Name/Title: Paul G. Haaga, Jr., Executive Vice
President
Capital Research and Management Company
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Date: February 10, 2004
Signature: *Chad L. Norton
Name/Title: Chad L. Norton, Secretary
SMALLCAP World Fund, Inc.
*By /s/ Anna J. Griffith
Anna J. Griffith
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 14,
2004 included as an Exhibit to Schedule 13G filed with
the Securities and Exchange Commission by Capital
Research and Management Company on February 6, 2004 with
respect to Air Products and Chemicals, Incorporated.
USIP: 871399101 Page 6 of 7
AGREEMENT
Los Angeles, CA
February 10, 2004
Capital Research and Management Company ("CRMC") and SMALLCAP World
und, Inc. ("SCWF") hereby agree to file a joint statement on Schedule
3G under the Securities Exchange Act of 1934 (the "Act") in connection
ith their beneficial ownership of Common Stock issued by Sylvan
earning Systems, Incorporated.
CRMC and SCWF state that they are each entitled to individually use
chedule 13G pursuant to Rule 13d-1(c) of the Act.
CRMC and SCWF are each responsible for the timely filing of the
tatement and any amendments thereto, and for the completeness and
ccuracy of the information concerning each of them contained therein
ut are not responsible for the completeness or accuracy of the
nformation concerning the others.
CAPITAL RESEARCH AND MANAGEMENT COMPANY
BY: *Paul G. Haaga, Jr.
Paul G. Haaga, Jr., Executive
Vice President
Capital Research and Management
Company
SMALLCAP WORLD FUND, INC.
BY: *Chad L. Norton
Chad L. Norton, Secretary
SMALLCAP World Fund, Inc.
By /s/ Anna J. Griffith
Anna J. Griffith
Attorney-in-fact
Signed pursuant to a Power of Attorney dated January 14, 2004
included as an Exhibit to Schedule 13G filed with the Securities
and Exchange Commission by Capital Research and Management Company
on February 6, 2004 with respect to Air Products and Chemicals,
Incorporated.
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