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PROXY STATEMENT/PROSPECTUS SUPPLEMENT
(TO PROXY STATEMENT/PROSPECTUS DATED APRIL 9, 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 MAY 9, 1997.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Update to Reorganization -- Background................................................ 1
Update to Business -- Legal Proceedings............................................... 2
Additional Disclosure Concerning Proposed Tax Legislation............................. 3
</TABLE>
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Proxy Statement/Prospectus dated April 9,
1997.
ii
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UPDATE TO THE REORGANIZATION -- BACKGROUND
On May 9, 1997, the CRV convened the meeting scheduled for such date by the
CRV. After opening the polls to votes on the CRV proposals, the CRV then moved
to adjourn the meeting until May 29, 1997, with the polls remaining open during
such time. The CRV indicated that approximately 23 million shares were voted in
favor of such adjournment, representing approximately 43% of the outstanding
shares of Sallie Mae Common Stock. Sallie Mae believes that such meeting and any
purported adjournment thereof were invalid since such meeting was properly
called by the Chairman for May 15, 1997 at 2:00 p.m.
1
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UPDATE TO BUSINESS -- LEGAL PROCEEDINGS
On January 10, 1997, the U.S. Court of Appeals for the District of Columbia
Circuit struck down the Secretary of Education's interpretation that the 30
basis point offset fee (contained in the Omnibus Budget Reconciliation Act of
1993) applies to any loan in which Sallie Mae holds a direct or indirect
interest, including securitized student loans. The Court of Appeals ruled that
the fee applies only to loans that Sallie Mae owns and remanded the case to the
District Court with instructions to remand the matter to the Secretary of
Education. In addition, the Court of Appeals upheld the constitutionality of the
offset fee, which applies annually with respect to the principal amount of
student loans that Sallie Mae holds and that were acquired on or after August
10, 1993.
On April 29, 1997, U.S. District Court Judge Stanley Sporkin ordered the
U.S. Department of Education to decide, by July 31, 1997, on its final position
with respect to the application of the offset fee to loans which Sallie Mae has
securitized.
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ADDITIONAL DISCLOSURE CONCERNING PROPOSED TAX LEGISLATION
On April 17, 1997, House Ways and Means Committee Chairman Bill Archer,
Senate Finance Committee Chairman William V. Roth, Jr., and ranking Senate
Finance Committee minority member Daniel Patrick Moynihan proposed legislation
(the "Proposed Legislation") which would prevent Section 355 of the Code from
applying, except as provided in Treasury Department regulations, to any
distribution of stock made by one member of an affiliated group of corporations
filing a consolidated return to another member. Subject to various transition
rules, the Proposed Legislation is proposed to be effective for intragroup
distributions occurring after April 16, 1997. It is not possible to determine at
this time whether and in what form the Proposed Legislation may be enacted into
law, nor is it possible to determine the ultimate effective dates of any such
legislation. If the Proposed Legislation were enacted in its current form with
applicable effective dates, however, any ability that the Holding Company might
have to effect a tax-free distribution of the stock of any subsidiaries
transferred to the Holding Company as part of the privatization could be
eliminated. The Holding Company has no current plans to make any such
distributions.
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