<PAGE>
PURSUANT TO RULE NO. 424(b)(3)
REGISTRATION NO. 333-21217
_______________
PROXY STATEMENT SUPPLEMENT
(TO PROXY STATEMENT SUPPLEMENT OF THE
COMMITTEE TO RESTORE VALUE AT SALLIE MAE
DATED JULY 10, 1997)
______________
RELATING TO THE COMMON STOCK OF
SLM HOLDING CORPORATION
(THE "HOLDING COMPANY")
The following legend is required by the Privatization Act in connection
with the offering of securities by the Holding Company, including the Holding
Company Common Stock:
OBLIGATIONS OF THE HOLDING COMPANY AND ANY SUBSIDIARY OF THE HOLDING COMPANY ARE
NOT GUARANTEED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES AND NEITHER THE
HOLDING COMPANY NOR ANY SUBSIDIARY OF THE HOLDING COMPANY IS A GOVERNMENT-
SPONSORED ENTERPRISE (OTHER THAN SALLIE MAE) OR AN INSTRUMENTALITY OF THE UNITED
STATES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
THE DATE OF THIS PROXY STATEMENT/PROSPECTUS SUPPLEMENT IS JULY 22, 1997
TABLE OF CONTENTS
Page
Letter to Shareholders ............................................ 1
<PAGE>
THE COMMITTEE TO RESTORE VALUE AT SALLIE MAE
1317 F STREET, N.W., SUITE 202
WASHINGTON, D.C. 20004
(202) 879-2060
July 21, 1997
Dear Fellow Sallie Mae Shareholder:
From 1973, when Sallie Mae was formed, until 1990, I served as President and
Chief Executive Officer. I was present at Sallie Mae's inception, took the
Company public in 1983 and guided it through successful reauthorizations of
the Higher Education Act on Capitol Hill. As someone who has invested
seventeen years of his career at the Company, and as one of its shareholders,
I care a great deal about the future of Sallie Mae.
During those years, we built Sallie Mae into a dynamic and innovative
company. With Sallie Mae's leadership, the student loan marketplace was
created, to the benefit of students, higher education institutions and Sallie
Mae shareholders. I then watched with dismay as the Company began to flounder
under its current management. In 1994, the Company had its first ever decline
in core earnings. The Company's political fortunes soured, and Congress
adopted a tax that applies only to the Company. By March 1995, the Company's
stock price had fallen to $31, and management seemed unwilling or unable to
undertake the initiatives necessary to get the Company back on track.
In 1995, shareholders elected eight members of The Committee to Restore
Value at Sallie Mae (the CRV) to the Company's Board of Directors. They
brought to the Sallie Mae Board traits it sorely needed--the vision to take
advantage of the tremendous opportunities that exist in the student loan
business and a commitment to pursue those opportunities. NOW, THE CRV HAS
NOMINATED A 15-MEMBER SLATE FOR ELECTION TO THE BOARD OF DIRECTORS AT SALLIE
MAE'S JULY 31 SPECIAL MEETING OF SHAREHOLDERS.
When the CRV asked me to be one of their nominees and to serve as Chairman
of the Board if the CRV Slate is elected, I gladly accepted. For me, the
choice was crystallized by three essential facts:
THE CRV SLATE POSSESSES THE LEADERSHIP, VISION AND COMMITMENT THAT SALLIE MAE
NEEDS.
The 15-member CRV Slate knows and understands the Company, the higher-
education community, the educational credit system and the political
environment in which the Company operates. Unlike the "Majority Director
Slate," many of us have been active in national and state politics, working
closely with key decision-makers on higher education matters. The CRV Slate
has a strong incentive to be successful: we collectively own over 134,000
shares of Sallie Mae stock, whereas the "Majority Director Slate" collectively
owns only 6,321 shares.
Unlike the "Majority Director Slate," the CRV Slate includes members with
executive management experience at Sallie Mae. In addition to my service,
Albert Lord and Ronald Hunt previously were Sallie Mae's Chief Operating
Officer and Executive Vice President/General Counsel, respectively. At my
request, Mr. Lord has agreed to serve as the Company's CEO if the CRV Slate is
elected, so that we can begin immediately to address the critical issues
facing the Company after privatization and to stabilize the operations of the
Company.
<PAGE>
As you know, Sallie Mae's current CEO has announced that he will step down
following the Special Meeting. The "Majority Director Slate" has not named a
candidate to succeed him and instead announced that, if elected, it will need
to form a search committee to find new senior management for the Company. We
believe this would be a highly disruptive situation. In contrast, the CRV
already has assembled an extremely capable management team and can move
quickly to fill the leadership vacuum that exists at the Company. We know well
and look forward to working with Sallie Mae's treasurer and controller, each
of whom publicly endorsed the CRV's management team, and with the Company's
strong middle management.
THE CRV'S BUSINESS PLAN IS A FORWARD-LOOKING RESPONSE TO A RAPIDLY CHANGING
MARKETPLACE.
The student loan business is changing. Privatization provides Sallie Mae the
opportunity to innovate and thrive in this increasingly competitive
environment, and the CRV's business plan puts the Company back on track to be
a leader in the student loan marketplace. Put simply, our plan is this: to
lower the Company's cost of loan acquisition and expand market share by
leveraging the Company's strengths and pursuing opportunities afforded by
privatization. Current management and the "Majority Director Slate" say that
any change in the way the Company operates is extremely risky. I disagree. I
believe that innovation is essential to respond to competition in the market.
By renewing the Company's commitment to and focus on the student loan
business, we plan to cut the Company's loan acquisition costs in half by the
year 2000, reduce overhead costs, increase the pace of securitizations, return
excess capital to shareholders and avoid expensive and distracting new non-
core business ventures.
THE BUSINESS PLAN OF CURRENT MANAGEMENT AND THE "MAJORITY DIRECTOR SLATE"
IGNORES THE REALITIES OF THE STUDENT LOAN BUSINESS AND SQUANDERS THE
OPPORTUNITIES OF PRIVATIZATION.
The "Majority Director Slate," which includes four banking executives, says
that the Company should remain dependent on purchasing loans from banks,
instead of developing new loan acquisition channels. I believe that the
business proposals of the "Majority Director Slate" are unrealistic. The
earnings projections of the "Majority Director Slate" are dependent on
significantly reducing costs, but the "Majority Director Slate" says that it
will not change current management's policies. What they do not tell you is
that under management's policies the Company's loan acquisition costs have
grown at a rate of 23% per year over the past five years! The "Majority
Director Slate" plans to spend shareholder money to pursue new business
ventures outside the student loan market, even though management's past
business ventures resulted in Sallie Mae losing tens of millions of dollars.
Under current management's policies, the Company is running hard just to stay
in place. Earnings per share growth over the past several years has been
achieved largely through a reduction in the number of outstanding shares,
thanks to share repurchases that were prompted by the CRV, and not as a result
of management's business strategies. Given these facts, I question how the
"Majority Director Slate" believes it can maintain the Company's market share
and cut costs by conducting business as usual.
Please join me in voting FOR the CRV Slate on the enclosed GREEN proxy card.
VOTE FOR LEADERSHIP, VISION AND A COMMITMENT TO THE STUDENT LOAN BUSINESS.
Thank you for your support.
Sincerely,
/s/ Edward A. Fox
Edward A. Fox
The Committee to Restore Value to
Sallie Mae
<PAGE>
THE CRV SLATE
<TABLE>
<C> <S>
Edward A. Fox......................... President and CEO of Sallie Mae from
its inception in 1973 until 1990;
Dean, Amos Tuck School of Business,
Dartmouth College, 1990-1994.
Albert L. Lord*....................... Former Chief Operating Officer and CFO
of Sallie Mae.
Ronald F. Hunt*....................... Former EVP and General Counsel of
Sallie Mae.
A. Alexander Porter*.................. President and General Partner of
Porter, Felleman Inc., an Investment
Management Company; Trustee of
Davidson College.
James E. Brandon*..................... Private Investor; Previously a
Presidential Appointee to Sallie Mae's
Board.
Charles L. Daley*..................... Director and EVP, TEB Associates, a
Real Estate Finance Company.
Thomas J. Fitzpatrick................. President and CEO, Equity One, Inc.;
Former Vice Chairman, Commercial
Credit Co.
Diane S. Gilleland*................... Senior Fellow, American Council on
Education; Former Director, Arkansas
Department of Higher Education;
Currently a Presidential Appointee to
Sallie Mae's Board
Ann Torre Grant....................... CFO, NHP Incorporated; Former
Treasurer, USAir.
Benjamin J. Lambert, III*............. Senator of the State of Virginia.
Marie V. McDemmond.................... President, Norfolk State University.
Barry A. Munitz....................... Chancellor and Chief Executive
Officer, The California State
University System; CEO-designate of J.
Paul Getty Trust
Wolfgang Schoellkopf.................. Former Vice Chairman and CFO of First
Fidelity Bancorporation; Former EVP of
Chase Manhattan Bank.
Steven L. Shapiro*.................... Chairman, Alloy, Silverstein, Shapiro,
Adams, Mulford & Co.
Randolph H. Waterfield, Jr.*.......... Consultant; Former Managing Partner,
Ernst & Young, Washington, D.C.
</TABLE>
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* Denotes current Sallie Mae director
<PAGE>
If your shares are held in the name of a brokerage firm, bank, nominee or
other institution, only it can vote your shares and only upon your specific
instruction. Accordingly, please contact the persons responsible for your
account and instruct them to execute the GREEN proxy card.
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WE URGE YOU TO VOTE FOR THE REORGANIZATION PROPOSAL AND FOR THE CRV SLATE.
PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED GREEN PROXY CARD USING THE
ENCLOSED ENVELOPE.
THE FAILURE TO DO SO MAY BE THE EQUIVALENT OF A VOTE AGAINST MAXIMIZING
SHAREHOLDER VALUE AND CONTROL.
THE CRV ENCOURAGES YOU NOT TO VOTE ON THE BLUE CARD MAILED ON BEHALF OF THE
"MAJORITY DIRECTOR SLATE." VOTING ON THE BLUE CARD MAY CANCEL YOUR VOTE FOR
THE CRV SLATE.
ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE SPECIAL MEETING.
-------------------------------------------------------
YOUR PROXY IS IMPORTANT
1. If your shares of Sallie Mae Common Stock are held in your own name,
please mark, sign, date and return the enclosed GREEN proxy card in the
postage-paid envelope provided.
2. If your shares of Sallie Mae Common Stock are held in the name of a
brokerage firm, bank, nominee or other institution, only it can execute a
proxy with respect to your shares of Sallie Mae Common Stock and only upon
receipt of your specific instructions. Accordingly, you should promptly
contact the person responsible for your account and give instructions for a
GREEN proxy card to be completed representing the shares of Sallie Mae Common
Stock beneficially owned by you. You are urged to ensure that the record
holder of your shares of Sallie Mae Common Stock marks, signs, dates and
returns the enclosed GREEN proxy card as soon as possible.
3. You are further urged to confirm in writing any instructions given to
your broker or bank and provide a copy of those instructions to the CRV in
care of MacKenzie Partners, Inc. so that the CRV may also attempt to ensure
that such instructions are followed.
If you have any questions or require any assistance in executing your proxy,
please call:
[LOGO OF MACKENZIE PARTNERS, INC. APPEARS HERE]
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
(212) 929-5500 (CALL COLLECT)
OR
CALL TOLL-FREE (800) 322-2885
