4 2003-06-30 0 0000912766 SYLVAN LEARNING SYSTEMS INC SLVN 0001068331 APOLLO INVESTMENT FUND IV LP 0 0 1 0 0001206224 APOLLO MANAGEMENT IV LP 0 0 1 0 0001206225 APOLLO OVERSEAS PARTNERS IV LP 0 0 1 0 0001203940 APOLLO ADVISORS IV LP 0 0 1 0 5% Convertible Subordinated Debentures due 2010 15.735 2003-06-30 4 S 0 50569307 72450000 D 2000-06-30 2010-06-30 Common Stock 5084207 29430000 I See Footnote #2 After giving effect to the sale of $50,569,307 of aggregate principal amount of 5% Convertible Subordinated Debentures due 2010 (the "Debentures"), the reporting persons will hold $29,430,693 of aggregate principal amount of Debentures. At a conversion price of $15.735 per share of Common Stock, the Debentures are convertible into 1,870,396 shares of Common Stock after giving effect to the sale described herein. The Debentures are held directly by Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. Apollo Advisors IV, L.P. holds the Debentures indirectly as the general partner of Apollo Investment Fund IV, L.P. and the managing general partner of Apollo Overseas Partners IV, L.P. Apollo Management IV, L.P. holds the Debentures indirectly as manager of Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. Micheal D. Weiner, Authorized Signatory for Apollo Investment Fund IV, L.P., Apollo Advisors IV, L.P., Apollo Overseas Partners IV, L.P. and Apollo Management IV, L.P. 2003-07-02