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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 1997
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SLM HOLDING CORPORATION
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(Exact name of registrant's name as specified in its charter)
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<S> <C> <C>
Delaware 333-21217 52-2013874
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Numbers) Identification No.)
Incorporation)
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11600 Sallie Mae Drive
Reston, Virginia 20193
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(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 810-3000
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Item 4. Change in Registrant's Certifying Accountant
Effective October 23, 1997, the Registrant dismissed Ernst &
Young LLP and engaged Arthur Andersen as its certifying accountant.
For neither of the past two years did any report on the
Registrant's financial statements prepared by Ernst & Young LLP contain an
adverse opinion or a disclaimer of opinion, nor was any such report qualified
or modified as to uncertainty, audit scope, or accounting principles.
The decision to change accountants was recommended and
approved by the audit committee of the Registrant's board of directors.
During the Registrant's two most recent fiscal years and all
subsequent interim periods preceding Ernst & Young's dismissal and Arthur
Andersen's engagement, (1) there have been no disagreements between the
Registrant and Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, (2)
neither the Registrant nor any of its agents consulted Arthur Andersen about
any of the matters specified in Regulation S-K Item 304 (a) (2) (i) or (ii) and
(3) there were no "reportable events" as defined in Regulation S-K Item 304 (a)
(1) (v).
The Registrant has provided Ernst & Young with a copy of the
disclosures set forth in this Current Report and has requested Ernst & Young to
furnish the Registrant with a letter addressed to the Commission (the "E & Y
Letter") stating whether it agrees with the statements made by the Registrant
in this Current Report in response to Regulation S-K Item 304 (a) and, if not,
stating the respects in which it does not agree. The E & Y Letter is filed
herewith as Exhibit 16.
Item 7. Financial Statements and Exhibits
(c) Exhibit
16 Ernst & Young Letter
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SIGNATURES
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.
Dated: October 29, 1997
SLM
HOLDING
CORPORATION
By: /s/ Mark G. Overend
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Name: Mark Overend
Title: Vice President and Chief
Financial Officer
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EXHIBIT 16
October 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated October 29, 1997, of SLM Holding
Corporation and are in agreement with the statements contained in the five
paragraphs on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP
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