1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q

(Mark One)

         [X]     Quarterly Report Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 
         (Fee required)

         For the Quarterly period ended       June 30, 1997         or
                                        ---------------------------   

         [ ]     Transition report pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 (No fee required)

         For the transition period from                     to  
                                        -------------------      --------------
         (Amended by Exch Act Rel No. 312905. eff 4/26/93.)

    Commission file number        333-21217   
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                           SLM HOLDING CORPORATION
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            (Exact Name of Registrant as Specified in Its Charter)


                                                       
             Delaware                                               52-2013874                        
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  (State of Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                            Identification No.)
1050 Thomas Jefferson Street, NW Washington, DC 20007 - ------------------------------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code)
(202) 333-8000 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT AUGUST 5, 1997 Common Stock, $. 20 par value 1,000 shares
2 SLM HOLDING CORPORATION FORM 10-Q INDEX June 30, 1997
Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Balance Sheets - June 30, 1997 (unaudited) and February 3, 1997 1 Notes to Balance Sheets 2 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 3 PART II. OTHER INFORMATION Item 1. Legal Proceedings 3 Item 2. Changes in Securities 3 Item 3. Defaults Upon Senior Securities 3 Item 4. Submission of Matters to a Vote of Security Holders 4 Item 5. Other Information 4 Item 6. Exhibits and Reports on Form 8-K 4 Signatures 5
3 PART I--FINANCIAL INFORMATION Item 1. Financial Statements SLM HOLDING CORPORATION BALANCE SHEETS
JUNE 30, FEBRUARY 3, 1997 1997 -------- ----------- (Unaudited) ASSETS Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000 $ 1,000 ======= ======= LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ - $ - STOCKHOLDER'S EQUITY Preferred stock, par value $.20 per share, 20,000,000 shares authorized, none issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - Common stock, par value $.20 per share, 250,000,000 shares authorized, 1,000 shares issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200 200 Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800 800 ------- ------- Total stockholder's equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000 ------- ------- Total liabilities and stockholder's equity . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000 $ 1,000 ======= =======
See accompanying notes to balance sheets. -1- 4 SLM HOLDING CORPORATION NOTES TO BALANCE SHEETS 1. ORGANIZATION AND PRIVATIZATION SLM Holding Corporation (the "Company") was incorporated on February 3, 1997 under Delaware law. The Company is a wholly-owned subsidiary of the Student Loan Marketing Association ("Sallie Mae" or "GSE"), a corporation chartered under federal law. The Company was incorporated to effect the reorganization of the business of Sallie Mae and the eventual dissolution of Sallie Mae. The Company has had no operations since its incorporation and will commence operations effective upon the reorganization as described below. Privatization Sallie Mae is a stockholder-owned corporation which was created in 1972 as a federally chartered government-sponsored enterprise under the Higher Education Act of 1965 (the "Act"). The Act defines Sallie Mae's charter and limits its corporate authority to education finance related activities, while imposing certain obligations on Sallie Mae, including acting as a lender of last resort to eligible borrowers under the Federal Family Education Loan Program (the "FFELP"). On September 30, 1996, the Student Loan Marketing Association Reorganization Act of 1996 (the "Privatization Act") was enacted. The Privatization Act authorized the creation of a state-chartered holding company (the "Holding Company") that can pursue new business opportunities beyond the limited scope of the GSE's restricted federal charter. The Holding Company will become the parent of the GSE pursuant to a reorganization ("the Reorganization"). Sallie Mae's privatization plan is more fully described in the combined Proxy Statement and Proxy Statement Supplement of Sallie Mae and Prospectus of the Company, dated July 10, 1997, and filed as part of the Company's Registration Statement on Form S-4 (File No. 333-21217) with the Securities and Exchange Commission, as amended. The Reorganization was approved by GSE shareholders on July 31, 1997 (See Note 4 - Subsequent Event). As described in the above-mentioned Proxy Statement and Proxy Statement Supplement/Prospectus, the GSE will become a wholly-owned subsidiary of the Holding Company and gradually liquidated with its federal charter rescinded on or before September 30, 2008. Pursuant to the Reorganization, each outstanding share of Sallie Mae Common Stock will be converted into one share of Holding Company Common Stock. In addition, Sallie Mae will transfer certain assets, including stock in certain subsidiaries to the Holding Company or one of its non-GSE subsidiaries. As required by the Privatization Act, all GSE employees will be transferred to one of the Holding Company's subsidiaries. During the wind-down period, it is expected that all Sallie Mae operations will be managed pursuant to an arms-length service agreement with a Sallie Mae affiliate. In addition, the Holding Company will remain a passive entity which supports the operations of the GSE and its other subsidiaries, and all business activities will be conducted through the GSE and by such other subsidiaries. The Privatization Act imposes certain restrictions on intercompany relations between Sallie Mae and its affiliates during the wind-down period. In particular, Sallie Mae must not extend credit to, nor guarantee any debt obligations of the Holding Company, or the Holding Company's non-GSE subsidiaries. Furthermore, the loan servicing arrangements must be on terms no less favorable to Sallie Mae than Sallie Mae could obtain from an unrelated third party. While Sallie Mae may not finance the activities of its non-GSE affiliates, it may, subject to its minimum capital requirements, dividend retained earnings and surplus capital to the Holding Company, which in turn may use such amounts to support its non-GSE subsidiaries. The Sallie Mae charter requires that Sallie Mae maintain a minimum capital ratio of at least 2.0 percent until 2000, and at least 2.25 percent thereafter. The Privatization Act further directs that under no circumstances shall the assets of Sallie Mae be available or used to pay claims or debts of or incurred by the Holding Company. During the wind-down period following the Reorganization and prior to the GSE's dissolution, the GSE will be restricted in the new business activities it may undertake. Sallie Mae may continue to purchase student loans only through September 30, 2007. -2- 5 SLM HOLDING CORPORATION NOTES TO BALANCE SHEETS -- (CONTINUED) 1. ORGANIZATION AND PRIVATIZATION -- (CONTINUED) Warehousing advances, letters of credit and standby bond purchase activity by the GSE will be limited to takedowns on contractual financing and guarantee commitments in place as of the Reorganization's effective date. The Holding Company or one of its non-GSE subsidiaries generally may begin to purchase student loans only after the GSE discontinues such activity. Sallie Mae's debt obligations that are outstanding at the time of Reorganization will continue to be outstanding obligations of the GSE immediately after the Reorganization. Sallie Mae will be able to continue to issue debt in the government agency market to finance student loans and other permissible asset acquisitions, although the maturity date of such issuances generally may not extend beyond September 30, 2008, Sallie Mae's final dissolution date. At June 30, 1997, Sallie Mae had $379 million in outstanding debt with maturities after September 30, 2008. Such debt will be transferred into a defeasance trust on the final dissolution date. The Privatization Act requires that within 60 days after the merger, the Company must pay $5 million to the D.C. Financial Control Board for use of the "Sallie Mae" name. In addition, the Holding Company must issue to the D.C. Financial Control Board warrants to purchase 555,015 shares of Holding Company Common Stock. These warrants are transferable and exercisable at any time prior to September 30, 2008 at $72.43 per share. These provisions of the Privatization Act were part of the terms negotiated with the Administration and Congress as consideration for the GSE's privatization. Beginning in fiscal 1997, and until the GSE is dissolved, Sallie Mae also must reimburse the U.S. Treasury Department up to $800,000 annually (subject to adjustment based on the Consumer Price Index) for its reasonable costs and expenses of carrying out its supervisory duties under the Privatization Act. The transfer of subsidiaries and assets of the GSE to the Holding Company and the related exchange of common stock between the GSE and the Holding Company will be accounted for at historical cost similar to a pooling of interests. Operations performed outside the GSE after the Reorganization will be subject to state and local taxes. 2. BASIS OF PRESENTATION The accompanying unaudited balance sheet of the Company has been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, it does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. 3. RISKS AND UNCERTAINTIES The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. 4. SUBSEQUENT EVENT On July 31, 1997, shareholders of Sallie Mae at a special meeting approved a reorganization plan pursuant to which Sallie Mae will become a wholly-owned subsidiary of the registrant and elected a slate of 15 nominees proposed by the Committee to Restore Value (CRV) to serve on the Holding Company's board of directors. The Reorganization will be effected on or about August 7, 1997. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Not applicable. See Note 1 to Balance Sheets. PART II--OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Registrant knows of no material legal proceedings involving the Registrant or its properties. ITEM 2. CHANGES IN SECURITIES. Nothing to report. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Nothing to report. -3- 6 PART II--OTHER INFORMATION -- (CONTINUED) ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Nothing to report. ITEM 5. OTHER INFORMATION. Nothing to report. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. The Company did not file any reports on Form 8-K since its incorporation. EXHIBIT NO. - ----------- *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") *3.1 -- Form of Amended and Restated Certificate of Incorporation of Registrant *3.2 -- By-Laws of Registrant *21 -- Subsidiaries of the Registrant - ----------------------- * Incorporated by Reference to the identically numbered Exhibits to the Registrant's Registration Statement on Form S-4 (File No. 333-21217) -4- 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SLM HOLDING CORPORATION ----------------------- (Registrant) August 6, 1997 /s/ Albert L. Lord - ------------------------------ --------------------------------------------- Date Albert L. Lord Chief Executive Officer August 6, 1997 /s/ Mark G. Overend - ------------------------------ --------------------------------------------- Date Mark G. Overend Treasurer (Principal Accounting Officer) -5-
 

9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED BALANCE SHEETS AND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1997 APR-01-1997 JUN-30-1997 1,000 0 0 0 0 0 0 0 0 1,000 0 0 0 0 0 0 200 800 1,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0