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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
REGISTRATION NO. 333-21217
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 6
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SLM HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
6199
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
52-2013874
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
1050 THOMAS JEFFERSON STREET, N.W.
WASHINGTON, D.C. 20007
(202) 298-3152
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
TIMOTHY G. GREENE
GENERAL COUNSEL
SLM HOLDING CORPORATION
1050 THOMAS JEFFERSON STREET, N.W.
WASHINGTON, D.C. 20007
(202) 298-3150
Copies to:
STEPHEN HAMILTON
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005
RONALD O. MUELLER
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: UPON CONSUMMATION OF THE REORGANIZATION DESCRIBED HEREIN.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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The Proxy Statement Supplement of the Majority of the Board of Directors of
Student Loan Marketing Association, dated July 10, 1997 (the "Majority Director
Proxy Statement Supplement"), is hereby supplemented to include the information
set forth below. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Majority Director Proxy
Statement Supplement.
UPDATE TO "MAJORITY DIRECTOR SLATE SUMMARY" AND "MAJORITY DIRECTOR SLATE
NOMINEES"
On July 21, 1997, Sallie Mae announced that in the event the Reorganization
Proposal is approved by shareholders and the Majority Director Slate receives
the highest plurality of votes cast in respect of the Board Proposal, John B.
Neff will be elected to the Holding Company Board at the time the members of the
Majority Director Slate are elected to the Holding Company Board.
The initial size of the Holding Company Board has been set at 15 members,
which is greater than the 11 persons the Majority Directors have recommended for
election to the Holding Company Board (10 members of the Majority Director Slate
and Mr. Neff). The CRV previously advised the Company that it is waiving its
right under the Letter Agreement to fill the five minority positions on the
Holding Company Board left open by the Majority Director Slate and that none of
the nominees in the CRV Slate will consent to serve in such positions. However,
the Majority Directors continue to hold these five seats open. If the Majority
Director Slate is elected and there is a vacancy on the Holding Company Board
immediately following consummation of the Reorganization, it is anticipated that
Mr. Neff would be appointed to fill such vacancy. Any other vacant Holding
Company Board position will either be filled by the Holding Company Board or
left vacant until the next election of directors. The Majority Directors have no
current intention to fill any other such vacancies prior to the next election of
directors. If the Majority Director Slate is elected to the Holding Company
Board and there are no vacancies available to appoint Mr. Neff, it is
anticipated that the size of the Holding Company Board would be increased to 16
members to provide a seat for Mr. Neff.
NAME AND AGE AT MARCH 31, 1997
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John B. Neff.... Former Managing Partner, Senior Vice President and Member of the
Age 65 Executive Committee of Wellington Management Co., Valley Forge, PA and
Portfolio Manager of Windsor Fund and Gemini II Fund (1963-95). Mr. Neff
is a director of the Chrysler Corporation, General Accident Corporation
of America and Greenwich Associates.
As of the date hereof, Mr. Neff does not beneficially own any shares of
Sallie Mae Common Stock.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Registrant's By-Laws provides for indemnification of the
officers and directors of SLM Holding Corporation to the fullest extent
permitted by applicable law. Section 145 of the Delaware General Corporation Law
provides, in relevant part, that a corporation organized under the laws of
Delaware shall have the power, and in certain cases the obligation, to indemnify
any person who was or is a party or is threatened to be made a party to any suit
or proceeding because such person is or was a director, officer, employee or
agent of the corporation or is or was serving, at the request of the
corporation, as a director, officer, employee or agent of another corporation,
against all costs actually and reasonably incurred by him in connection with
such suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, he had no reason to believe his conduct
was unlawful. Similar indemnity is permitted to be provided to such persons in
connection with an action or suit by or in right of the corporation, provided
such person acted in good faith and in a manner he believed to be in or not
opposed to the best interests of the corporation, and provided further (unless a
court of competent jurisdiction otherwise determines) that such person shall not
have been adjudged liable to the corporation.
The directors and officers of the Registrant and its subsidiaries will be
covered by a policy of insurance under which they will be insured, within limits
and subject to certain limitations, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities that might
be imposed as a result of such actions, suits or proceedings in which they are
parties by reason of being or having been directors or officers.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this Registration
Statement.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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**2 -- Form of Agreement and Plan of Reorganization by and among the Student Loan
Marketing Association ("Sallie Mae"), SLM Holding Corporation ("Registrant"), and
Sallie Mae Merger Company ("MergerCo") (Appendix A to the Proxy
Statement/Prospectus contained in this Registration Statement)
**3.1A -- Majority Director Form of Amended and Restated Certificate of Incorporation of
Registrant
**3.1B -- CRV Form of Amended and Restated Certificate of Incorporation of Registrant
**3.2A -- Majority Director Form of By-Laws of Registrant
**3.2B -- CRV Form By-Laws of Registrant
**4A -- Reference is made to the Form of Amended and Restated Certificate of
Incorporation of Registrant (Exhibit 3.1A herein)
**4B -- Reference is made to the Form of Amended and Restated Certificate of
Incorporation of Registrant (Exhibit 3.1B herein)
**5 -- Opinion of Timothy G. Greene, Executive Vice President and General Counsel, as to
the legality of the securities being registered
**8 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to certain tax matters
**10.1 -- Board of Directors' Restricted Stock Plan
**10.2 -- Board of Directors' Stock Option Plan
**10.3 -- Deferred Compensation Plan for Directors
**10.4 -- Incentive Performance Plan
**10.5 -- Stock Compensation Plan
**10.6 -- 1993-1998 Stock Option Plan
**10.7 -- Supplemental Pension Plan
**10.8 -- Supplemental Employees' Thrift & Savings Plan
**10.9 -- Letter Agreement dated May 27, 1997 by and between Sallie Mae and the CRV
**21 -- Subsidiaries of the Registrant
*23.1 -- Consent of Ernst & Young LLP
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EXHIBIT NO. DESCRIPTION OF DOCUMENT
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**23.2A -- Consents of Persons Who Have Agreed to Serve as Directors of the Holding Company
**23.2B -- Consents of Additional Persons Who Have Agreed to Serve as Directors of the
Holding Company
**23.2C -- Consents of Additional Persons Who Have Agreed to Serve as Directors of the
Holding Company
*23.2D -- Consent of Additional Person Who Has Agreed to Serve as a Director of the Holding
Company
**27 -- Financial Data Schedule
**99.1 -- Charter of Sallie Mae
**99.2 -- By-Laws of Sallie Mae
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* Filed herewith.
** Previously filed.
(b) Financial statement schedules required by Regulation S-X and Item
14(e), Item 17(a) or Item 17(b)(9) of S-4 -- None
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(1) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(2) That every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933, as amended, and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(4) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement, as amended to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Washington, District of Columbia, on July 23, 1997.
SLM Holding Corporation
By: /s/ LAWRENCE A. HOUGH
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Lawrence A. Hough
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement, as amended has been signed by the following persons
in the capacities and on the dates indicated.
/s/ LAWRENCE A. HOUGH
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Lawrence A. Hough
President and Chief Executive Officer and Director
(Principal Executive Officer)
/s/ DENISE B. MCGLONE
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Denise B. McGlone
Chief Financial Officer and Controller
(Principal Financial Officer and
Principal Accounting Officer)
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EXHIBIT INDEX
PAGE IN
SEQUENTIAL
NUMBERING
EXHIBIT NO. SYSTEM
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**2 -- Form of Agreement and Plan of Reorganization by and among the Student
Loan Marketing Association ("Sallie Mae"), SLM Holding Corporation
("Registrant"), and Sallie Mae Merger Company ("MergerCo") (Appendix
A to the Proxy Statement/Prospectus contained in this Registration
Statement)...........................................................
**3.1A -- Majority Director Form of Amended and Restated Certificate of
Incorporation of Registrant..........................................
**3.1B -- CRV Form of Amended and Restated Certificate of Incorporation of
Registrant...........................................................
**3.2A -- Majority Director Form of By-Laws of Registrant......................
**3.2B -- CRV Form of By-Laws of Registrant....................................
**4A -- Reference is made to the Form of Amended and Restated Certificate of
Incorporation of Registrant (Exhibit 3.1A herein)....................
**4B -- Reference is made to the Form of Amended and Restated Certificate of
Incorporation of Registrant (Exhibit 3.1B herein)....................
**5 -- Opinion of Timothy G. Greene, Executive Vice President and General
Counsel, as to the legality of the securities being registered.......
**8 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to certain tax
matters..............................................................
**10.1 -- Board of Directors' Restricted Stock Plan............................
**10.2 -- Board of Directors' Stock Option Plan................................
**10.3 -- Deferred Compensation Plan for Directors.............................
**10.4 -- Incentive Performance Plan...........................................
**10.5 -- Stock Compensation Plan..............................................
**10.6 -- 1993-1998 Stock Option Plan..........................................
**10.7 -- Supplemental Pension Plan............................................
**10.8 -- Supplemental Employees' Thrift & Savings Plan........................
**10.9 -- Letter Agreement dated May 27, 1997 by and between Sallie Mae and the
CRV..................................................................
**21 -- Subsidiaries of the Registrant.......................................
*23.1 -- Consent of Ernst & Young LLP.........................................
**23.2A -- Consents of Persons Who Have Agreed to Serve as Directors of the
Holding Company......................................................
**23.2B -- Consents of Additional Persons Who Have Agreed to Serve as Directors
of the Holding Company...............................................
**23.2C -- Consents of Additional Persons Who Have Agreed to Serve as Directors
of the Holding Company...............................................
*23.2D -- Consent of Additional Person Who Has Agreed to Serve as a Director of
the Holding Company
**27 -- Financial Data Schedule..............................................
**99.1 -- Charter of Sallie Mae................................................
**99.2 -- By-Laws of Sallie Mae................................................
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* Filed herewith.
** Previously filed.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 6 to the Registration Statement (Form S-4 No.
333-21217) and related Prospectus of SLM Holding Corporation for the
registration of 54,600,000 shares of its common stock and to the use of our
report dated February 3, 1997, with respect to the balance sheet as of February
3, 1997 of SLM Holding Corporation and our report dated January 13, 1997 (except
as to the third and fourth paragraphs of Note 2, as to which the date is April
7, 1997), with respect to the consolidated financial statements of the Student
Loan Marketing Association for the year ended December 31, 1996 included in the
Prospectus and Registration Statement filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Washington, D.C.
July 23, 1997
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EXHIBIT 23.2D
CONSENT OF PERSON ABOUT TO BECOME A DIRECTOR
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as
amended, I, John B. Neff, hereby consent to be named as a person about to become
a director of SLM Holding Corporation in the Post-Effective Amendment to the
Registration Statement on Form S-4.
Signature: /s/ JOHN B. NEFF
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John B. Neff
Dated: July 23, 1997
