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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2002
SLM Corporation
(Exact name of registrant as specified in its charter)
(Formerly known as SLM Holding Corporation)
| Delaware (State or other jurisdiction of incorporation or organization) |
52-2013874 (I.R.S. Employer Identification No.) |
|
11600 Sallie Mae Drive, Reston, Virginia (Address of principal executive offices) |
20193 (Zip Code) |
Registrant's telephone number, including area code: (703) 810-3000
Item 9. Regulation FD Disclosure
On August 14, 2002, the Company's Vice Chairman and Chief Executive Officer, Albert L. Lord, and Executive Vice President and Chief Financial Officer, John F. Remondi, submitted their statements under oath in response to the order of the Securities and Exchange Commission pursuant to Section 21 (a)(1) of the Securities Exchange Act of 1934.
In addition, the Company submitted to the SEC on August 14, 2002 its Quarterly Report on Form 10-Q for the period ended June 30, 2002 (the "Report"). Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the Report was accompanied by the written statement of each of Vice Chairman and Chief Executive Officer, Albert L. Lord, and Executive Vice President and Chief Financial Officer, John F. Remondi.
A copy of each of these statements is attached hereto as an Exhibit (99.1 through 99.4).
Item 7. Financial Statements and Exhibits
The following exhibits are included herein:
| 99.1 | Statement under Oath of Principal Executive Officer regarding Facts and Circumstances relating to Exchange Act filings | |
99.2 |
Statement under Oath of Principal Financial Officer regarding Facts and Circumstances relating to Exchange Act filings |
|
99.3 |
Certification of Principal Executive Officer dated August 14, 2002 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
99.4 |
Certification of Principal Financial Officer dated August 14, 2002 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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.
| Date: August 14, 2002 | SLM Corporation | ||
By: |
/s/ JOHN F. REMONDI John F. Remondi Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer |
||
| Exhibit Number |
Description of Document |
|
|---|---|---|
| 99.1 | Statement under Oath of Principal Executive Officer regarding Facts and Circumstances relating to Exchange Act filings | |
99.2 |
Statement under Oath of Principal Financial Officer regarding Facts and Circumstances relating to Exchange Act filings |
|
99.3 |
Certification of Principal Executive Officer dated August 14, 2002 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
99.4 |
Certification of Principal Financial Officer dated August 14, 2002 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
EXHIBIT INDEX
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STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, Albert L. Lord, state and attest that:
- (1)
- To
the best of my knowledge, based upon a review of the covered reports of SLM Corporation, and, except as corrected or supplemented in a subsequent covered report:
- •
- no
covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- •
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed.)
- (2)
- I
have reviewed the contents of this statement with SLM Corporation's Audit Committee.
- (3)
- In
this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- •
- SLM
Corporation's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2002
- •
- all
reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of SLM Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified above; and
- •
- any amendments to any of the foregoing.
| /s/ ALBERT L. LORD Albert L. Lord Vice Chairman & Chief Executive Officer August 14, 2002 |
Subscribed and sworn to before me this 14th day of August 2002. |
|||
| /s/ LISA-MARIE BELLOVICH Notary Public |
||||
[NOTARY SEAL] |
||||
| My Commission Expires: March 31, 2005 |
||||
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
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STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, John F. Remondi, state and attest that:
- (4)
- To
the best of my knowledge, based upon a review of the covered reports of SLM Corporation, and, except as corrected or supplemented in a subsequent covered report:
- •
- no
covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on
Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- •
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed.)
- (5)
- I
have reviewed the contents of this statement with SLM Corporation's Audit Committee.
- (6)
- In
this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- •
- SLM
Corporation's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2002
- •
- all
reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of SLM Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified above; and
- •
- any amendments to any of the foregoing.
| /s/ JOHN F. REMONDI John F. Remondi Executive Vice President & Chief Financial Officer August 14, 2002 |
Subscribed and sworn to before me this 14th day of August 2002. |
|||
| /s/ LISA-MARIE BELLOVICH Notary Public |
||||
[NOTARY SEAL] |
||||
| My Commission Expires: March 31, 2005 |
||||
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SLM Corporation (the Company) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Albert L. Lord, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
- (1)
- The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
- (2)
- The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Albert L. Lord
Albert
L. Lord
Chief Executive Officer
August 14, 2002
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SLM Corporation (the Company) on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John F. Remondi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
- (1)
- The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
- (2)
- The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ John F. Remondi
John
F. Remondi
Chief Financial Officer
August 14, 2002
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002