AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1998
REGISTRATION NO. 333-38391
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1 TO
FORM S-1
ON FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SLM HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6199 52-2013874
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
11600 SALLIE MAE DRIVE
RESTON, VA 20193
(703) 810-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
MARIANNE M. KELER
GENERAL COUNSEL
SLM HOLDING CORPORATION
11600 SALLIE MAE DRIVE
RESTON, VA 20193
(703) 810-5208
COPIES TO:
RONALD O. MUELLER
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE
AS DETERMINED BY MARKET CONDITIONS.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, check the following box: [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS SUBJECT TO COMPLETION
_______ __, 199_
SLM HOLDING CORPORATION
---------------
1,942,552.5 SHARES OF COMMON STOCK
(PAR VALUE $.20 PER SHARE)
---------------
This Prospectus relates to the public offering by certain securityholders
named herein (the "Selling Stockholders") of 1,942,552.5 shares (the "Shares")
of common stock, par value $.20 per share (the "Common Stock") of SLM Holding
Corporation (the "Company" or "SLM Holding") issued or issuable upon the
exercise of outstanding warrants (the "Warrants") to purchase from the Company
shares of Common Stock at $20.69 per share, on or before September 30, 2008.
See "Selling Stockholders" and "Plan of Distribution." As of January 2, 1998,
the Company effected a 7-for-2 split of its Common Stock through a stock
dividend of an additional five shares for each two shares already outstanding.
The stock dividend did not affect the par value of the Common Stock. The
Registration Statement of which this Prospectus is a part covers these
additional shares pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act").
The Warrants were originally issued to the District of Columbia Financial
Responsibility and Management Assistance Authority (the "Control Board")
pursuant to Section 602(a) of the Student Loan Marketing Association
Reorganization Act of 1996, Public Law 104-208 (the "Privatization Act"). The
Company is filing the Registration Statement of which this Prospectus is a part
pursuant to Section 602(a) of the Privatization Act and its contractual
obligations under the Warrant certificate. Except for the exercise price
received by the Company upon exercise of any Warrants, the Company will not
receive any proceeds from the sale of the Shares offered hereby. See "Use of
Proceeds." Prior to this offering, there has been no public market for the
Warrants and the Company does not intend to register the Warrants or apply for
listing or quotation of the Warrants on any securities exchange or stock market.
The aggregate proceeds to the Selling Stockholders from the sale of the Shares
registered hereby will be the selling price less the aggregate agent's
commissions and underwriter's discounts, if any. The Company will pay
substantially all of the expenses of filing and maintaining the effectiveness of
the Registration Statement of which this Prospectus is a part.
The Selling Stockholders directly, through agents designated from time to time
or through dealers or underwriters designated from time to time, may sell the
Shares from time to time on terms to be determined at the time of such sales.
The effectiveness of the Registration Statement of which this Prospectus is a
part is expected to terminate on the date that is two years after the last
outstanding Warrant has been exercised or the date the last outstanding Warrant
has expired unexercised, or, if earlier, the date on which all of the Shares
have been sold pursuant to the Registration Statement of which this Prospectus
is a part or all of the Shares have been sold pursuant to Rule 144(b) under the
Securities Act of 1933, as amended (the "Securities Act") or may be sold
pursuant to Rule 144(k) under the Securities Act. To the extent required, the
respective purchase prices and public offering prices, the names of any such
agent, dealer or underwriter and any applicable commissions or discounts with
respect to a particular offer will be set forth in an accompanying Prospectus
Supplement or by filing a post-effective amendment to the Registration Statement
of which this Prospectus is a part. See "Plan of Distribution."
3
The Selling Stockholders and any broker-dealers, agents or underwriters that
participate with the Selling Stockholders in the distribution of the Shares
offered hereby may be deemed to be "underwriters" under the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed underwriting commissions or discounts under the
Securities Act.
The following legend is required by the Privatization Act in connection with
the offering of securities by the Company, including the Shares:
OBLIGATIONS OF SLM HOLDING AND ANY SUBSIDIARY OF SLM HOLDING ARE NOT GUARANTEED
BY THE FULL FAITH AND CREDIT OF THE UNITED STATES AND NEITHER SLM HOLDING NOR
ANY SUBSIDIARY OF SLM HOLDING IS A GOVERNMENT-SPONSORED ENTERPRISE (OTHER THAN
STUDENT LOAN MARKETING ASSOCIATION) OR AN INSTRUMENTALITY OF THE UNITED STATES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
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EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
- ------------------------------------------------------------------------------
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
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ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
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CRIMINAL OFFENSE.
- -----------------
---------------
THE DATE OF THIS PROSPECTUS IS _________ __, 199_.
4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "SEC"). Reports, proxy and information statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the SEC in Washington, D.C. located at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices
located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and at Seven World Trade Center, 13th Floor, New York,
New York 10048. Copies of these materials can be obtained from the Public
Reference Section of the SEC, Washington, D.C. 20549, at prescribed rates. The
SEC also maintains a site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. The Common Stock is
presently listed on the New York Stock Exchange (the "NYSE") under the symbol
"SLM." Exchange Act reports, proxy and information statements and other
information concerning the Company can be inspected at the offices of the NYSE
at 20 Broad Street, New York, New York 10005.
This Prospectus is part of a Registration Statement on Form S-3 (together with
all amendments and exhibits thereto, the "Registration Statement") filed by the
Company with the SEC under the Securities Act with respect to the securities
offered hereby. As permitted by the rules and regulations of the SEC, this
Prospectus omits certain information contained in the Registration Statement.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document referred to are not necessarily complete, and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the SEC. Each such statement
shall be deemed qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been filed by the Company with the SEC pursuant
to the Exchange Act and are hereby incorporated by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(File Number 1-13251);
2. Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1998 (File Number 1-13251);
3. Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1998 (File Number 1-13251); and
4. The description of the Company's Common Stock in its Registration
Statement on Form 8-A (File Number 1-13251) and any amendments or
reports filed for the purpose of updating such description.
All documents filed by the Company with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date any such document is filed.
Any statements contained in a document incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus (or in
any other subsequently filed document that also is incorporated by reference in
this Prospectus) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus except as so modified or superseded.
5
PROSPECTUS SUMMARY
The Prospectus, and the documents incorporated by reference herein, contain
forward-looking statements and information that are based on management's
current expectations as of the respective dates of these documents. When used
herein and therein, the words "anticipate," "believe," "estimate" and "expect"
and similar expressions, as they relate to the Company's management, are
intended to identify forward-looking statements. An investment in the Company's
securities, including the Common Stock, is subject to risks, uncertainties,
assumptions and other factors that may cause the actual results of the Company
to be materially different from those reflected in such forward-looking
statements. Such factors include, among others, changes in the terms of student
loans and the educational credit marketplace arising from the implementation of
applicable laws and regulations and from changes in such laws and regulations,
changes in the demand for educational financing or in financing preferences of
educational institutions, students and their families and changes in the general
interest rate environment and in the securitization markets for student loans.
THE COMPANY
The Company was formed in 1997 in connection with the reorganization of the
Student Loan Marketing Association (the "GSE") pursuant to the Privatization
Act. The Company's principal business is the financing and servicing of
education loans, presently conducted through two wholly owned subsidiaries: the
GSE, a government-sponsored enterprise chartered by an act of Congress, and
Sallie Mae Servicing Corporation ("SMSC"), a Delaware corporation. The Company
is the largest non-governmental source of financing and servicing for education
loans in the United States.
The GSE was established in 1973 as a for-profit, stockholder-owned, federally
chartered corporation to support the education credit needs of students by,
among other things, promoting liquidity in the student loan marketplace through
secondary market purchases of loans originated under federally sponsored student
loan programs. The GSE principally purchases loans originated under the Federal
Family Education Loan Program (formerly the Guaranteed Student Loan Program)
(the "FFELP"), which are insured by state-related or non-profit guarantee
agencies and are reinsured by the U.S. Department of Education (the "DOE"). The
GSE also purchases student loans originated under the Health Education
Assistance Loan Program ("HEAL"), which are insured directly by the U.S.
Department of Health and Human Services. HEAL loans are made to health
professions graduate students under the Public Health Services Act. The GSE
obtains funds for its operations, including its student loan purchases,
primarily by selling debt securities in the domestic and overseas capital
markets and by securitizing a portion of its student loan assets.
The Company, through SMSC, is the nation's largest FFELP loan servicer. The
Company currently has four loan servicing centers located in the states of
Florida, Kansas, Pennsylvania and Texas.
The DOE and the various guarantee agencies prescribe rules and regulations
that govern the servicing of federally insured loans.
On August 7, 1997, a reorganization (the "Reorganization") authorized by the
Privatization Act and approved by GSE shareholders was consummated. Pursuant to
the Reorganization, among other things, the GSE became a subsidiary of the
Company and will be liquidated and dissolved on or before September 30, 2008
(the period between the Reorganization and the liquidation or dissolution
referred to herein as the "Wind-Down Period"). During the Wind-Down Period, the
Company's business activities will be conducted through the GSE and the
Company's other non-GSE subsidiaries. The GSE generally may continue to
purchase student loans only through September 30, 2007. Neither the Company nor
any of its non-GSE subsidiaries may purchase FFELP loans during the Wind-Down
Period for so long as the GSE continues to do so. Subject to the foregoing,
however, the Company may elect at any time to commence FFELP student loan
purchases outside of the GSE.
The GSE has engaged in a number of specialty financial services related to
higher education credit, including collateralized financing of FFELP and other
education loan portfolios (warehousing advances), credit support for student
loan revenue bonds, portfolio acquisitions of student loan revenue and
facilities bonds, underwritings of academic facilities bonds and surety bond
support for non-federally insured student loans. During the Wind-Down Period,
the GSE may only extend warehousing advances
6
and offer student loan revenue bond credit support pursuant to financing and
guarantee commitments, respectively, in place as of August 7, 1997.
During the Wind-Down Period, the GSE's debt obligations, including those that
were outstanding at the time of the Reorganization, will continue to be
outstanding obligations of the GSE and will not be transferred to any other
entity, except in connection with the GSE's dissolution. In connection with
this dissolution, the GSE will transfer any of its remaining obligations to a
defeasance trust established for the benefit of the holders of such obligations
together with cash and/or obligations backed by the full faith and credit of the
United States of America or an agency thereof, in amounts sufficient to pay in
full, as determined by the Secretary of the Treasury, the principal of and
interest on the transferred obligations as the same become due. Also during the
Wind-Down Period, (i) the Secretary of the Treasury has extended oversight
authority to monitor the GSE and, in certain cases, the Company and its non-GSE
subsidiaries, (ii) the Company, the GSE and their affiliates are subject to
certain restrictions on intercompany relations, and (iii) the GSE is subject to
certain minimum capital requirements.
The Company's principal executive offices are located at 11600 Sallie Mae
Drive, Reston, VA 20193, and its telephone number is (703) 810-3000.
THE WARRANTS
The Company issued the Warrants to the Control Board on August 7, 1997 as
required by the Privatization Act. Pursuant to the Privatization Act, the
Control Board was authorized to sell or exercise the Warrants. On September 2,
1997, the Control Board sold the Warrants in a transaction for which it claimed
an exemption from the registration requirements of the Securities Act.
USE OF PROCEEDS
Except for the exercise price received by the Company upon exercise of any
warrant, the Company will not receive any proceeds from the sale of the Shares
by the Selling Stockholders. The Company will use the net proceeds from the
exercise of the Warrants for general corporate purposes.
SELLING STOCKHOLDERS
The following table sets forth, as of _________ __, 199_, the number of shares
of Common Stock beneficially owned by each Selling Stockholder. The percentage
calculation for the total number of shares of Common Stock held by each Selling
Stockholder gives effect to the purchase of Shares on the exercise of the
respective Warrants held by such Selling Stockholder. The term "Selling
Stockholders" includes the holders listed below and the beneficial owners of the
Shares and their transferees, pledgees, donees or other successors. This table
has been prepared based upon information furnished to the Company by or on
behalf of the Selling Stockholders.
7
The Selling Stockholders named below who hold Warrants confirmed at the time
they acquired the Warrants that the Warrants were acquired for investment
purposes only and without a view toward their resale and acknowledged the
existence of restrictions on resale applicable to the Warrants. This offering
relates only to the sale of Shares held or to be held by the Selling
Stockholders named in the following table upon the exercise of the Warrants.
COMMON STOCK BENEFICIALLY OWNED
-------------------------------------------------
SHARES
REGISTERED
SELLING STOCKHOLDERS COMMON STOCK HEREBY PERCENTAGE(1)
-------------------- ---------------------- ---------- -------------
(1) Based on 1,942,552.5 shares of Common Stock issuable upon exercise of the
Warrants.
The Selling Stockholders identified above may sell, transfer or otherwise
dispose of, in transactions exempt from the registration requirements of the
Securities Act, all or a portion of their Warrants or Shares after the date as
of which the information in the preceding table is presented. The information
regarding the Selling Stockholders may change from time to time. If required,
such changes will be set forth in one or more Prospectus Supplements. The per
share exercise price and, therefore, the number of Shares issuable upon exercise
of the Warrants, are subject to adjustment under certain circumstances.
Accordingly, the number of Shares issuable upon exercise of the Warrants may
increase or decrease. Because the Selling Stockholders may offer all or some
portion of the Shares pursuant to this Prospectus, and because there are no
agreements, arrangements or understandings with respect to the sale of the
Warrants or the Shares, no estimate can be given as to the amount of Warrants
and/or Shares that will be held by the Selling Stockholders upon termination of
this offering.
PLAN OF DISTRIBUTION
The Company is registering the shares on the behalf of the Selling
Stockholders. The Shares offered hereby may be offered and sold from time to
time by the Selling Stockholders, or by their pledgees, donees, transferees or
other successors in interest. Such offers and sales may be made from time to
time on one or more exchanges or in the over-the-counter market, or otherwise,
at prices and on terms then prevailing or at prices related to the then-current
market price, or in negotiated transactions. The methods by which the Shares may
be sold may include, but are not limited to, the following: (a) a block trade in
which the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account; (c) an exchange distribution in
accordance with the rules of such exchange; (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (e) privately
negotiated transactions; (f) short sales; and (g) a combination of any such
methods of sale. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the Selling Stockholders or
from the purchasers in amounts to be negotiated immediately prior to the sale.
The Selling Stockholders may also sell the Shares in accordance with Rule 144
under the Securities Act. The Selling Stockholders have advised the Company that
they have not entered into any agreements, understandings or arrangements with
any underwriters or broker-dealers regarding the sale of their securities, nor
is there an underwriter or coordinating broker acting in connection with the
proposed sale of the Shares by the Selling Stockholders.
From time to time the Selling Stockholders may engage in short sales, short
sales against the box, puts and calls and other transactions in securities of
the Company or derivatives thereof, and may sell and deliver the Shares in
connection therewith. From time to time Selling Stockholders may pledge their
Shares pursuant to the margin provisions of their respective customer agreements
with their respective brokers. Upon a default by a Selling Stockholder, the
broker may offer and sell the pledged Shares from time to time.
Because Selling Stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the Selling Stockholders will be
subject to the prospectus delivery requirements of the Securities Act. The
Company has agreed to use its best efforts to keep the Registration Statement of
which this Prospectus is a part continuously effective under the Securities Act
until the date that is two years after the last outstanding Warrant has been
exercised or the date the last outstanding Warrant has expired unexercised or,
if earlier, the date on which all of the Shares have been sold pursuant to the
Registration Statement of which this Prospectus is a part or all of the Shares
have been sold pursuant to Rule 144(b) under the Securities Act or may be sold
pursuant to Rule 144(k) under the Securities Act.
8
The Selling Stockholders and any brokers participating in such sales may be
deemed to be "underwriters" within the meaning of the Securities Act. There can
be no assurance that the Selling Stockholders will sell any or all of the Shares
offered hereby. The Company will not receive any proceeds from the sale by the
Selling Stockholders of the Shares offered hereby, but it will receive proceeds
from the exercise of the Warrants.
All proceeds from any such sales will be the property of the Selling
Stockholders, who will bear the expense of underwriting discounts and selling
commissions, if any, and their own legal fees.
LEGAL MATTERS
Certain legal matters relating to the Shares will be passed upon for the
Company by Marianne M. Keler, Esq., General Counsel of the Company.
EXPERTS
The consolidated financial statements of SLM Holding Corporation and its
subsidiaries as of December 31, 1997, incorporated in this Prospectus and
Registration Statement by reference, have been audited by Arthur Andersen LLP,
independent auditors, as set forth in their report thereon, and are included in
reliance upon such report given upon the authority such firm as experts in
accounting and auditing. The consolidated financial statements of SLM Holding
Corporation and its subsidiaries as of December 31, 1996 and 1995, and for each
of the two years in the period ending December 31, 1996 incorporated in this
Prospectus and Registration Statement by reference, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon, and are
included in reliance upon such report given upon the authority such firm as
experts in accounting and auditing.
9
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE AS OF WHICH SUCH INFORMATION IS GIVEN. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
Page
----
Available Information.............................. 5
Incorporation of Certain Information by Reference.. 5
Prospectus Summary................................. 6
The Company........................................ 6
The Warrants....................................... 7
Use of Proceeds.................................... 7
Selling Stockholders............................... 7
Plan of Distribution............................... 8
Legal Matters...................................... 9
Experts............................................ 9
================================================================================
SLM HOLDING CORPORATION
1,942,552.5 SHARES OF COMMON STOCK
--------------------
PROSPECTUS
---------------------
________ __, 199_
================================================================================
10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by the Company in
connection with the offering of the Shares being registered, other than
discounts and commissions. The Selling Stockholders will not share any
portion of these expenses.
Registration Fee.............................. $ 27,056.98
Printing Expenses............................. 15,000.00
Legal Fees and Expenses....................... 35,000.00
Accounting Fees and Expenses.................. 35,000.00
Miscellaneous................................. 2,943.02
-----------
Total................................ $115,000.00
===========
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article XIII of the Company'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 Company and its subsidiaries are covered by
a policy of insurance under which they are 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 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference:
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ---------------------------------------- -----------------------------------------------------------------------------------------
**2 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")
**4 Warrant Certificate No. W-2, dated as of August 7, 1997
**5 Opinion of Marianne M. Keler, General Counsel, as to the legality of the securities being
registered
11
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ernst & Young LLP
**24.2 Power of Attorney
- -------------
* Filed herewith.
** Previously filed.
ITEM 17. UNDERTAKINGS
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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 Securities Act
of 1933 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 counsel the matter has been settled by controlling precedent,
submit to a
12
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES THAT:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Washington, District of Columbia.
SLM HOLDING CORPORATION
By: /s/ Edward A. Fox*
--------------------
Edward A. Fox
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
----------------------------- -------------------------------- ------------------------
/s/ Edward A. Fox* Chairman of the Board of October 7, 1998
------------------ Directors
Edward A. Fox
/s/ Albert L. Lord* Chief Executive Officer October 7, 1998
------------------- (principal executive officer)
Albert L. Lord
/s/ Mark G. Overend* Chief Financial Officer October 7, 1998
-------------------- (principal financial and
Mark G. Overend accounting officer)
/s/ James E. Brandon* Director October 7, 1998
---------------------
James E. Brandon
/s/ Charles L. Daley* Director October 7, 1998
---------------------
Charles L. Daley
/s/ Thomas J. Fitzpatrick* Director October 7, 1998
--------------------------
Thomas J. Fitzpatrick
/s/ Diane S. Gilleland* Director October 7, 1998
-----------------------
Diane S. Gilleland
/s/ Ann Torre Grant* Director October 7, 1998
--------------------
Ann Torre Grant
13
/s/ Ronald F. Hunt* Director October 7, 1998
-------------------
Ronald F. Hunt
/s/ Benjamin J. Lambert, III* Director October 7, 1998
-----------------------------
Benjamin J. Lambert, III
/s/ Marie V. McDemmond* Director October 7, 1998
-----------------------
Marie V. McDemmond
/s/ Barry A. Munitz* Director October 7, 1998
--------------------
Barry A. Munitz
/s/ A. Alexander Porter* Director October 7, 1998
------------------------
A. Alexander Porter
/s/ Wolfgang Schoellkopf* Director October 7, 1998
-------------------------
Wolfgang Schoellkopf
/s/ Steven L. Shapiro* Director October 7, 1998
----------------------
Steven L. Shapiro
/s/ Randolph H. Waterfield* Director October 7, 1998
---------------------------
Randolph H. Waterfield
* By: /s/ J. Paul Carey Attorney-in-fact October 7, 1998
------------------
J. Paul Carey
14
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION OF DOCUMENT NUMBERED PAGE
- ---------------- ------------------------------------------------------------- -----------------------------------------------
**2 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")
**4 Warrant Certificate No. W-2, dated as of August 7, 1997
**5 Opinion of Marianne M. Keler, General Counsel, as to the
legality of the
securities being registered
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ernst & Young LLP
**24.2 Power of Attorney
- ------------
* Filed herewith.
** Previously filed.
15
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 of our report dated January 13, 1998 included in the
SLM Holding Corporation's 1997 Annual Report to Shareholders which is
incorporated by reference into SLM Holding Corporation's Form 10-K for the year
ended December 31, 1997.
/s/ Arthur Andersen LLP
Washington, D.C.
October 5, 1998
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in Amendment No. 1 to Form S-1 on
Form S-3 Registration Statement (No. 333-38391) of our report dated January 13,
1997 (except as to the third and fourth paragraphs of Note 2, as to which date
is April 7, 1997), with respect to the consolidated financial statements of SLM
Holding Corporation incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1997 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Washington, D.C.
September 30, 1998
