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PROXY STATEMENT SUPPLEMENT
(TO PROXY STATEMENT SUPPLEMENT OF THE
COMMITTEE TO RESTORE VALUE AT SALLIE MAE
DATED JULY 10, 1997)
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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.
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THE DATE OF THIS PROXY STATEMENT/PROSPECTUS SUPPLEMENT IS JULY 25, 1997
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THE COMMITTEE TO RESTORE VALUE AT SALLIE MAE
1317 F Street, N.W., Suite 202
Washington, D.C. 20004
(202) 879-2060
July 24, 1997
Dear Sallie Mae Shareholder:
On this Thursday, July 31, your vote at the Special Meeting of Sallie Mae
shareholders will shape the future of your Company. On behalf of The Committee
to Restore Value at Sallie Mae (the CRV), we ask that you vote FOR the slate of
directors that the CRV has nominated. TO ENSURE THAT YOUR VOTE FOR THE CRV IS
COUNTED, PLEASE VOTE TODAY ON THE ENCLOSED GREEN PROXY CARD AND RETURN YOUR
PROXY IN THE ENCLOSED OVERNIGHT ENVELOPE.
We appreciate the support for the CRV's slate of directors and business
plan voiced to date by shareholders and Wall Street analysts. Now, we are
pleased to announce that Institutional Shareholder Services, Inc. (ISS), the
nation's largest shareholder advisory firm, today recommended that shareholders
vote for the CRV's fifteen-member slate of director nominees.
In a report to its clients, ISS stated:
[W]E FAVOR THE CRV'S STRATEGIC FOCUS, SENSITIVITY TO SHAREHOLDER
VALUE, AND CAPABLE MANAGEMENT TEAM OVER CURRENT MANAGEMENT'S 'SHUFFLED
BOARD' AND STILL-TO-BE-NAMED CEO. WE RECOMMEND THAT SHAREHOLDERS
SUPPORT THE REORGANIZATION PROPOSAL AND THE CRV SLATE USING THE GREEN
PROXY CARD.*
ISS recognized the CRV's record of creating value for shareholders and the
strength of our director nominees and management team. ISS reported, "Because
the CRV's initiatives . . . have contributed strongly to driving the company's
stock price to record highs, we believe it is wiser to support the CRV than to
back an unknown future management team appointed by a relatively new
board . . . . We favor selecting a team that has repeatedly devised and promoted
strategies that yielded higher earnings and a soaring stock price."
ISS continued, "[I]f the want ad for members of a new senior management
team requires a track record of creating shareholder value, direct experience in
the student loan business, and strategic vision, we think the CRV team is best
suited for the task."
The CRV's unwavering advocacy of model corporate governance, our
growth-oriented business plan and our ownership of over 135,000 shares of Sallie
Mae stock demonstrate our commitment to shareholders and to increasing share
value. We are proud that our efforts have been endorsed by ISS, a well-respected
and independent shareholder advocate.
What matters most, however, is your vote! To ensure that your vote for the
CRV is counted, please mark, sign, date and return the enclosed GREEN Proxy Card
today. Please do not return the Blue proxy card, even as a protest. If you have
any questions, you may call our proxy solicitors, MacKenzie Partners, at (800)
322-2885. Further information about voting your shares appears on the back of
this letter.
Thank you for your support.
/s/ EDWARD A. FOX /s/ ALBERT L. LORD
EDWARD A. FOX ALBERT L. LORD
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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.
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 today 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, because it may have the
effect of canceling your vote for the CRV.
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 MacKenzie Partners, Inc. at (212) 929-5500 (call collect) or
call toll-free at (800) 322-2885.
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.
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* Institutional Shareholder Services Report dated July 24, 1997. Permission to
quote from the ISS report was neither sought nor received.
