<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
SLM Holding Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-2013874
- ----------------------------------------------- ------------------------------
(State of incorporation or organization) (I.R.S. employer
identification no.)
11600 Sallie Mae Drive
Reston, Va. 21093
- ----------------------------------------------- ------------------------------
(Address of principal executive offices) (Zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Common Stock ($0.20 par value) New York Stock Exchange
- ---------------------------------------- ------------------------------
- ---------------------------------------- ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
______________________________________
Item 1. Description of Registrant's Securities to be Registered.
The statements set forth under this heading with respect to certain
provisions of the Delaware General Corporation Law (the "DGCL"), the Certificate
of Incorporation and the By-Laws of the Company are brief summaries thereof and
do not purport to be complete and are qualified in their entirety by reference
to the relevant provisions of the DGCL, the Certificate of Incorporation and the
By-Laws, as appropriate.
General
SLM Holding Corporation (the "Company") has offered 54,600,000 shares of
the Company's common stock, par value $.20 per share (the "Common Stock"),
pursuant to a Registration Statement on Form S-4 (No. 333-21217) under the
Securities Act of 1933, filed with the Securities and Exchange Commission on
February 5, 1997 (the "Registration Statement"), as amended. Such shares of
Common Stock are issuable in the reorganization of Student Loan Marketing
Association ("Sallie Mae") into a wholly owned subsidiary of the Company (the
"Reorganization"), pursuant to an Agreement and Plan of Reorganization that was
adopted by Sallie Mae's Board of Directors and approved by its stockholders.
54,600,000 shares of the Company's Common Stock have been admitted for trading
on the New York Stock Exchange upon the completion of the Reorganization and
pursuant to certain employee benefit plans and agreements assumed by the Company
in the Reorganization.
The Company's Certificate of Incorporation authorizes capital stock
consisting of 250,000,000 shares of Common Stock, par value $.20 per share, and
20,000,000 shares of preferred stock (the "Preferred Stock"). In connection
with the Reorganization, each outstanding share of Sallie Mae's common stock
will be converted into one share of Common Stock. Accordingly, the number of
shares of Common Stock issued and outstanding immediately after the
Reorganization will be equal to the number of shares of Sallie Mae's common
stock issued and outstanding immediately before the Reorganization. No shares
of Preferred Stock will be issued or outstanding before or immediately after the
Reorganization.
Common Stock
The following is a summary of certain rights of holders of shares of Common
Stock.
Voting; Cumulative Voting. The holders of Common Stock are entitled to one
vote per share on all matters submitted to a vote of stockholders, except that
holders of Common Stock may vote cumulatively in the election of directors.
Under cumulative voting, each share of stock entitled to vote in an election of
directors has the number of votes equal to the number of directors to be
elected. A stockholder may cast all of his votes for a single candidate or may
allocate his votes among as many candidates as the stockholder may choose.
Dividends; Distributions; No Preemptive Rights. Holders of Common Stock:
(i) have equal and ratable rights to dividends from funds legally available
therefor when, as
<PAGE>
and if declared by the Board, subject to any rights of the holders of Preferred
Stock; (ii) subject to any rights of the holders of Preferred Stock, are
entitled to share ratably in any distribution to holders of Common Stock upon
liquidation, after payment in full of all creditors; and (iii) do not have
preemptive rights. Common Stock is not redeemable or convertible. The
outstanding shares of Common Stock are, and the shares to be issued in the
Reorganization will be, fully paid and non-assessable.
Special Meetings of Stockholders. Under the Company's By-Laws, a special
meeting of stockholders shall be called by the Secretary upon the direction of
either the Chairman or Chief Executive Officer, if the Chief Executive Officer
is a member of the Board, or upon the written request of either a majority of
the Company's Board of Directors or the holders of one-third of the then
outstanding capital stock entitled to vote at an election of directors. Under
the Company's Certificate of Incorporation, the Board of Directors does not have
the authority to repeal the right of the stockholders to call a special meeting.
Action by Written Consent of Stockholders. The Company's Certificate of
Incorporation allows any action required to be taken at any annual or special
meeting of stockholders, or any action that may be taken at any annual or
special meeting of stockholders, to be taken without a meeting, without prior
notice and without a vote. In order for action to be so taken, a consent or
consents in writing, setting forth the action so taken, shall be signed by
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the Company by delivery to its registered office, its principal
place of business or an officer or director of the Company having custody of the
book in which proceedings of meetings of members are recorded.
Number of Directors; Terms of Office of Directors; Affiliation and
Independence of Directors. The Company's Certificate of Incorporation provides
that the Board of Directors consists of fifteen members, and that any action to
increase or decrease the size of the Board requires stockholder approval. The
Company's Certificate of Incorporation also provides that stockholders elect all
of the members of the Company's Board of Directors at each annual meeting.
Under the Company's By-Laws, no person who is an employee of a firm that
directly competes against the Company or one of its affiliates shall be
nominated to serve as a director. In addition, a majority of the Board of
Directors of the Company, a majority of the Executive Committee of the Board of
Directors and the entirety of certain committees of the Board of Directors must
be comprised of "independent" directors. For these purposes, a director would
not be deemed "independent" if he or she (a) is or has been employed by the
Company or one of its affiliates in an executive capacity; (b) is an employee or
owner of a firm that is one of the Company's or its affiliates' paid advisers or
consultants; (c) is employed by a significant customer or supplier; (d) has a
personal services contract with the Company or one of its affiliates; (e) is
employed by a foundation or university that receives significant grants or
endowments from the Company or one of its affiliates; (f) is a relative of an
executive of the Company or one of its affiliates; or (g) is part of an
interlocking directorate in which an executive officer of the Company serves on
the board of another corporation that employs the director.
<PAGE>
Removal of Directors; Vacancies on the Board of Directors. Under the
Company's Certificate of Incorporation, a director may be removed by the
affirmative vote of the holders of a majority of the Company's then outstanding
stock entitled to vote at an election of directors. In the event that less than
the entire Board of Directors is to be removed, no director may be removed
without cause if the votes cast against his/her removal would be sufficient to
elect him/her if then cumulatively voted. Under the Company's Certificate of
Incorporation, any vacancy on the Board of Directors, regardless of whether
resulting from death, resignation, retirement, disqualification, removal from
office or otherwise, may be filled only by vote of stockholders.
Limitations on Director Liability. The Company's Certificate of
Incorporation and By-Laws contain certain provisions limiting the liability of
Company directors to the extent permitted under Delaware law. Under Delaware
law, a corporation may include in its certificate of incorporation a provision
eliminating or limiting the liability of a director to the company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision may not eliminate or limit the liability of a
director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) for
certain acts concerning unlawful payment of dividends or stock purchases or
redemptions under Section 174 of the DGCL; or (iv) for any transaction from
which a director derived an improper personal benefit.
Indemnification. The Company's By-Laws provide for indemnification of the
Company's officers and directors to the fullest extent permitted under Delaware
law. Under Delaware law, a corporation is permitted to indemnify its officers,
directors and certain others against any liability incurred in any civil,
criminal, administrative or investigative proceeding if such individuals acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the company, and, with respect to any criminal proceeding, had
no reasonable cause to believe their conduct was unlawful. In addition, under
Delaware law, to the extent that a director, officer, employee or agent of a
company has been successful on the merits or otherwise in defense of any
proceeding referred to above or in defense of any claim, issue or matter
therein, he or she must be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.
Amendment of Certificate of Incorporation. Under the Company's Certificate
of Incorporation, an amendment to the Certificate of Incorporation must be
authorized by the Board of Directors and generally requires the approval of
holders of the majority of all outstanding shares entitled to vote thereon at a
meeting of stockholders.
Amendment of By-Laws. Under the DGCL, subject to the stockholders' right
to amend the by-laws, directors can amend the by-laws only if such right is
expressly conferred upon the directors in the company's certificate of
incorporation. Subject to certain exceptions for important stockholder rights
provisions, the Company's Certificate of Incorporation expressly provides that
directors shall have concurrent power with the stockholders to make, alter,
amend, change, add to or repeal the By-Laws of the Company.
Anti-Takeover Laws. Under the Company's Certificate of Incorporation, the
Company has elected not to be governed by Delaware's elective "Business
Combination Statute"
<PAGE>
contained in Section 203 of the DGCL. If a publicly-held Delaware company elects
to be governed by the Business Combination Statute, such statute generally
prohibits that company from engaging in a "business combination" with an
"interested shareholder" for a period of three years after the date of the
transaction in which the person became an interested shareholder, unless: (i)
prior to the date of the business combination, the transaction is approved by
the board of directors of the company; (ii) upon consummation of the transaction
which resulted in the shareholder becoming an interested shareholder, the
shareholder owns at least 85% of the outstanding stock; or (iii) on or after
such date the business combination is approved by the board of directors and by
the affirmative vote of at least 66 2/3 percent of the outstanding voting stock
which is not owned by the "interested shareholder." A "business transaction"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the shareholder. An "interested shareholder" is a person who,
together with affiliates and associates, owns (or within three years, did own)
15 percent or more of the company's voting stock. The Business Combination
Statute expressly provides that a company's shareholders may, by a vote of a
majority of the outstanding shares, adopt an amendment to the Bylaws or
Certificate of Incorporation electing not to be governed by the Business
Combination Statute. Such amendment would become effective twelve months after
adoption and would not be subject to amendment by the company's board of
directors and would not apply to a business combination with a person who became
an interested shareholder prior to the adoption of such amendment.
"Greenmail" Payments; "Poison Pills". The Company's Certificate of
Incorporation prohibits greenmail payments unless approved by the affirmative
vote of not less than a majority of the shares. Payments made in tender offers
to all stockholders or in odd-lot tender offers are not deemed to be "greenmail"
payments. Under the Company's Certificate of Incorporation, any "poison pill"
is subject to stockholder approval and may be redeemed by stockholders.
Dissenters' Rights. Under Delaware law, stockholders are entitled to
demand appraisal of their shares in the case of mergers or consolidations,
except where (i) they are stockholders of the surviving company and the merger
did not require their approval under the DGCL or (ii) the company shares are
either listed on a national securities exchange or NASDAQ or held of record by
more than 2,000 stockholders. Appraisal rights are available in either (i) or
(ii) above, however, if the stockholders are required by the terms of the merger
or consolidation to accept any consideration other than (a) stock of the company
surviving or resulting from the merger or consolidation, (b) shares of stock of
another company which are either listed on a national securities exchange or
held of record by more than 2,000 stockholders, (c) cash in lieu of fractional
shares or (d) any combination of the foregoing. Appraisal rights are not
available in the case of a sale, lease, exchange or other disposition by a
company of all or substantially all of its property and assets, nor in the case
of a merger of a parent corporation and one or more of its subsidiaries when the
parent corporation owns at least 90% of the outstanding shares of each class of
stock of all such subsidiaries.
Preferred Stock
The Company's Board of Directors may provide for the issuance of Preferred
Stock in one or more classes or series, and may fix for each such class or
series such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative,
<PAGE>
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of such class or series, including, without limitation, the authority
to provide that any such class or series may be (i) subject to redemption at
such time or times and at such price or prices; (ii) entitled to receive
dividends (which may be cumulative or non-cumulative) at such rates, on such
conditions, and at such times, and payable in preference to, or in such relation
to, the dividends payable on any other class or classes or any other series;
(iii) entitled to such rights upon the dissolution of, or upon any distribution
of the assets of, the Company; or (iv) convertible into, or exchangeable for,
shares of any other class or classes of stock, or of any other series of the
same or any other class or classes of stock, of the Corporation at such price or
prices or at such rates of exchange and with such adjustments; all as may be
stated in such resolution or resolutions. The shares of any series of Preferred
Stock will be, when issued, fully paid and nonassessable.
Warrants
Pursuant to the Student Loan Marketing Association Reorganization Act of
1996 (the "Privatization Act"), the Company must issue to the D.C. Financial
Control Board warrants to purchase 555,015 shares of the Common Stock. These
warrants, which are transferable, are exercisable at any time prior to September
30, 2008, at $72.43 per share. This provision of the Privatization Act was part
of the terms negotiated with the Administration and Congress as consideration
for the privatization of Sallie Mae.
<PAGE>
Item 2. Exhibits.
Pursuant to Instruction II to Item 2 of Form 8-K, the following Exhibits
were filed with the New York Stock Exchange, but are not being filed with the
Securities and Exchange Commission in connection with this Registration
Statement:
A. The Company's Transition Report on Form 10-Q for the transition period
from February 3, 1997 to March 31, 1997.
B. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997.
C. Proxy Statement of Student Loan Marketing Association and The Committee
to Restore Value at Sallie Mae/Prospectus of SLM Holding Corporation,
dated July 10, 1997.
D. Proxy Statement Supplement of The Committee to Restore Value at Sallie
Mae, dated July 10, 1997.
E. Proxy Statement Supplement of The Majority of the Board of Directors of
Student Loan Marketing Association, dated July 10, 1997.
F. Amended and Restated Certificate of Incorporation of SLM Holding
Corporation.
G. By-Laws of SLM Holding Corporation.
H. Agreement and Plan of Reorganization among the Student Loan Marketing
Association, SLM Holding Corporation and Sallie Mae Merger Company,
dated as of August 7, 1997.
I. Specimen Common Stock Certificate of SLM Holding Corporation.
<PAGE>
SIGNATURE
___________
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf, by the undersigned, thereunto duly authorized.
Dated: August 7, 1997 SLM Holding Corporation
By: /s/ Albert L. Lord
------------------------------
Name: Albert L. Lord
Title: Chief Executive Officer
