SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by
the Registrant x
Filed
by a
Party other than the Registrant o
Check
the appropriate box:
| o |
Preliminary
Proxy Statement
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Confidential,
for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
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| o |
Definitive
Proxy Statement
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| o |
Definitive
Additional Materials
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| x |
Soliciting
Material Pursuant to Rule
14a-12
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SLM
Corporation
(Name
of
Registrant as Specified in its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| x |
No
fee required.
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| o |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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| o |
Fee
paid previously with preliminary materials.
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| o |
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Consolidated
Employee FAQ
April
25, 2007
GENERAL
Q.
Does the transaction require both shareholder and regulatory approval?
When can
we expect those approvals to happen?
A.
Yes, this agreement is subject to both shareholder and regulatory approvals.
Once those approvals occur, the transaction can close. We expect this to
occur
in the second half of 2007.
Q.
Are we in any kind of situation now (or will we be in the future) where
our jobs
could be lost?
A.
We
are running the company on a “business as usual” basis. The investors are making
this commitment to buy Sallie Mae because they anticipate we will continue
to
grow our business, and we need our talented workforce to do that. Our practice
has always been - and will continue to be - to base staffing on business
needs.
The best course of action for any employee is to continue performing your
job to
the best of your ability.
Q.
If the company chooses not to keep us on after the transaction closes,
will
there be a severance package?
A.
Sallie Mae’s policy is to provide severance pay when positions are eliminated.
We expect no change in this long-standing policy.
Q.
Have the new investors announced any specific changes in the way things
are
going to be run?
A.
No,
we are continuing to operate Sallie Mae in a “business as usual” manner.
Q.
Are there any specific products where redundancies exist between us and
the new
owners (e.g. online products like OpenNet)? Is there any plan to retire
these
redundant Sallie Mae services?
A.
No,
there are no current plans to retire Sallie Mae products as a result of
the
purchase agreement. The student loan businesses of Bank of America and
JPMorgan
Chase will continue to operate independently of Sallie Mae’s student loan
business.
| Consolidated Employee FAQ |
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1
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Q.
What is the benefit of being a privately owned company over a publicly
owned
company? Where are benefits going to be most visible?
A.
One
of the benefits cited of private companies is the ability to focus on
longer-term strategic goals and investments in the company and not having
to
make quarterly earnings releases to Wall Street. Sallie Mae’s Board of Directors
determined that taking the company private was in the best interest of
shareholders as this transaction enhances shareholder value and lessens
the
effect of market volatility on the company’s earnings potential.
EMPLOYEE
STOCK OPTION PLAN
Q.
How can I find out how many options I have?
A.
To
access information on your stock options, employees should contact Merrill
Lynch
in one of the following ways:
Internet
Participants
can access account information and submit certain exercise requests at
Merrill
Lynch's website. The address is www.benefits.ml.com. You may complete a
cash-less exercise of your stock options on the web. However, you will
not be
able to enter a Cash Purchase or Stock Swap Exercise on the Web. Cash Purchase
Exercises must be entered through the service center. For Stock Swap Exercises,
you must fax your Attestation Form to one of the fax numbers provided.
Telephone
Call
877-SLM-ESOP (877-756-3767) toll-free. Participant Service Representatives
(PSRs) speaking English or Spanish will be available to take your call
24 hours
a day 7 days a week. The toll-free Telecommunications Device for the Deaf
(TDD)
number is (800) 637-1215. Please note that all conversations with Merrill
Lynch
PSRs are recorded for your protection.
Personal
Identification Number
You
will
need a personal identification number (PIN) to access your account using
the
Voice Response System (VRS) or the Internet. Merrill Lynch will send your
PIN to
your home.
Q.
When will stock options be cashed out on account of the transaction? Is
there a
set date or time frame?
A.
Stock options will be cashed out after the transaction closes, which is
anticipated to occur in the second half of 2007. The agreement is subject
to
shareholder and regulatory approvals. The actual closing date will be determined
after these approvals have been obtained.
| Consolidated Employee FAQ |
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Q.
How will employees get the money from the liquidation of their options?
A.
The
mechanics of this are still being determined, but most likely payment of
the
stock option gains, less taxes, will be through Payroll.
Q.
Will the final option payment include a commission to Merrill
Lynch?
A.
No
commissions will be charged to employees for the final option payments.
Only
taxes will be deducted from the payment.
Q.
What type of incentives will we receive in place of the stock options?
A.
This is not yet determined. We will continue to ensure that our incentive
programs recognize and reward top performance.
Q.
Will we have stock options or a stock purchase plan under the new
ownership?
A.
Stock and stock options will not be granted. Between now and the close
of the
transaction, we will be designing the new performance incentive
plans.
RETIREMENT
PROGRAMS
Q.
Will our 401(k) match change, and will we have to transfer it to another
plan?
A.
Employees will continue to work for Sallie Mae and participate in the Sallie
Mae
401(k) Savings Plan. The transaction does not affect the status of the
401(k)
Plan. There are no plans to change the matching contributions that current
employees are receiving.
Q.
Will we need to roll-over our 401(k) or pension into a different qualified
fund?
A.
The
transaction does not affect the status of the 401(k) Plans or Cash Account
Retirement Plan. No roll-over is necessary. Employees’ funds will remain in each
Plan.
Q.
Is there any action that employees need to take now in their 401(k) to
allocate
funds from Sallie Mae stock, or will this process be automated since all
SLM
stock will be sold?
A.
At
closing, employees’ 401(k) investments in the stock fund will be liquidated
based on the transaction closing price ($60). The proceeds will be deposited
in
the 401(k) money market fund for you to re-designate at that time.
| Consolidated Employee FAQ |
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Q.
Should I reallocate the percentage I have allocated in Sallie Mae Stock
in the
401(k)?
A.
At
this time, employees are not required to make any changes to a 401(k) savings
account, as we continue to be a publicly traded company until the transaction
closes. The Sallie Mae Stock Fund continues to be an investment option
in the
401(k) plan. Provided that you are not subject to the trading window or
are not
in possession of material non-public information, you may reallocate your
fund
selections if you choose to do so.
(Please
note that Sallie Mae is not responsible for the investment performance
of your
account and will not be liable for any losses that result from your exercise
of
control over the investment of your account.)
COMPENSATION
Q.
How will the transaction affect our salary?
Sallie
Mae’s approach to rewarding employees focuses on total compensation - including
pay, benefits (such as health care and vacation), saving for the future
(e.g.,
the 401(k) retirement plan), and incentive plans. We regularly review our
compensation practices and benchmark them against the marketplace and what
our
employees value. There are no changes in pay or benefits to announce at
this
time.
ALL
OTHER BENEFITS
NOTE:
We have received a number of questions regarding changes to Sallie Mae
benefits,
such as vacation, holidays, tuition reimbursement, adoption assistance,
healthcare, etc. The transaction does not affect the status of these
benefits.
| Consolidated Employee FAQ |
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IMPORTANT
ADDITIONAL INFORMATION REGARDING THE MERGER WILL BE FILED WITH THE SEC:
In
connection with the proposed merger, the Company will file a proxy statement
with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND
THE
PARTIES TO THE MERGER. Investors and security holders may obtain a free
copy of
the proxy statement (when available) and other relevant documents filed
with the
SEC from the SEC’s website at http://www.sec.gov. The Company's security holders
and other interested parties will also be able to obtain, without charge,
a copy
of the proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Investor Relations, SLM Corporation,
12061 Bluemont Way, Reston, Va. 20190, telephone (703) 984-6746, or from
the
Company’s Web site, http://www.salliemae.com.
The
Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation
of
proxies from the Company’s shareholders with respect to the Merger. Information
about the Company’s directors and executive officers and their ownership of the
Company’s common stock is set forth in the proxy statement for the Company’s
2007 Annual Meeting of Shareholders, which was filed with the SEC on April
9,
2007. Shareholders and investors may obtain additional information regarding
the
interests of the Company and its directors and executive officers in the
Merger,
which may be different than those of the Company’s shareholders generally, by
reading the proxy statement and other relevant documents regarding the
Merger,
which will be filed with the SEC.
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