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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): August 7, 1997
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SLM HOLDING CORPORATION
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Delaware 333-21217 52-2013874
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(State or other (Commission File (I.R.S. employer
Jurisdiction of Numbers) Identification No.)
Incorporation)
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
Page 1 of 5
Exhibit Index appears on Page 5
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Item 2. Acquisition or Disposition of Assets
On August 7, 1997 (the "Effective Time"), pursuant to an Agreement
and Plan of Reorganization, dated as of April 7, 1997, among the Registrant,
the Student Loan Marketing Association ("Sallie Mae"), a federally-chartered
government sponsored enterprise ("GSE") and Sallie Mae Merger Company, a
Delaware corporation and wholly-owned subsidiary of the Registrant, and under
the authority of the Student Loan Marketing Association Reorganization Act of
1996 (the "Privatization Act"), Sallie Mae was merged with Sallie Mae Merger
Company and was reorganized into a wholly-owned subsidiary of the Registrant
(the "Reorganization") and each outstanding share of common stock, par value
$.20 per share, of Sallie Mae was converted into one share of common stock, par
value $.20 per share of the Registrant.
Pursuant to the Privatization Act all real and personal property of
Sallie Mae (both tangible and intangible) except for certain assets and
liabilities that were outstanding as of the Effective Time (debt obligations,
certain derivatives contracts, investment securities and certain student loan
assets) has been or will be transferred to the Registrant or one of its non-GSE
subsidiaries.
The legal status and attributes of all of the Sallie Mae's debt
obligations, including SEC and state tax exemptions, will be fully preserved,
whether such obligations were outstanding prior to or issued after the
Reorganization. The obligations of the Registrant will not have GSE status.
Pursuant to the terms of the Privatization Act, Sallie Mae's outstanding
adjustable rate cumulative preferred stock (CUSIP no. 86 3871 20 8) is required
to be redeemed by September 30, 2008, or at such earlier time as the GSE is
dissolved.
Page 2 of 5
Exhibit Index appears on Page 5
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Item 7. Financial Statements and Exhibits.
(a) (4) Financial Statements required by this item shall be filed by
amendment not later than 60 days after the date that this Form 8-K must be
filed.
(b) (2) Any pro forma financial information required by this item
shall be filed by amendment not later than 60 days after the date that this
Form 8-K must be filed.
(c) Exhibits
Exhibit No.
2 - Agreement and Plan of Reorganization
by and among the Student Loan Marketing Association
("Sallie Mae"), SLM Holding Corporation ("Registrant"),
and Sallie Mae Merger Company ("MergerCo")
Page 3 of 5
Exhibit Index appears on Page 5
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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: August 14, 1997
SLM
HOLDING
CORPORATION
By: /s/ Mark Overend
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Name: Mark Overend
Title: Vice President and
Chief Financial Officer
Page 4 of 5
Exhibit Index appears on Page 5
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INDEX TO EXHIBIT
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
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<S> <C>
2 Agreement and Plan of Reorganization
by and among the Student Loan
Marketing Association ("Sallie Mae"),
SLM Holding Corporation
("Registrant"), and Sallie Mae Merger
Company ("MergerCo")
</TABLE>
Page 5 of 5
Exhibit Index appears on Page 5
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AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated as of
August 7, 1997 among the STUDENT LOAN MARKETING ASSOCIATION, a
federally-chartered corporation ("Sallie Mae"), SLM Holding Corporation, a
Delaware corporation and a wholly-owned subsidiary of Sallie Mae ("Holding
Company") and SALLIE MAE MERGER COMPANY, a Delaware corporation and a
wholly-owned subsidiary of Holding Company ("MergerCo").
WHEREAS, Sallie Mae has an authorized capitalization consisting of:
(i) 250,000,000 shares of Common Stock, par value $.20 per share
("Sallie Mae Common Stock"), of which 53,690,595 shares were issued
and outstanding at December 31, 1996; and
(ii) 5,000,000 shares of Preferred Stock, par value $50 per share
("Sallie Mae Preferred Stock") of which 4,277,650 shares were issued
and outstanding at December 31, 1996.
WHEREAS, MergerCo has an authorized capitalization consisting of 1,000 shares
of Common Stock, par value $.01 per share ("MergerCo Common Stock"), all of
which are issued and outstanding and owned beneficially and of record by
Holding Company; and
WHEREAS, Holding Company has an authorized capitalization consisting of
250,000,000 shares of Common Stock, par value $.20 per share ("Holding Company
Common Stock"), of which 1,000 shares are issued and outstanding and owned
beneficially and of record by Sallie Mae; and
WHEREAS, The Student Loan Marketing Association Reorganization Act of 1996 (the
"Privatization Act") authorizes Sallie Mae to reorganize through the formation
of a state-chartered holding company that would own all issued and outstanding
Sallie Mae Common Stock; and
WHEREAS, the Boards of Directors of Sallie Mae, MergerCo and Holding Company,
deem it advisable to merge with and into Sallie Mae (the "Merger") in
accordance with the Delaware General Corporation Law, as amended (the "DGCL"),
and this Agreement and have, by resolutions duly adopted, approved this
Agreement and directed that it be executed by the undersigned officers and that
it be submitted to a vote of the respective shareholders of Sallie Mae and
MergerCo; and
WHEREAS, Holding Company, as sole stockholder of MergerCo, has approved the
Agreement.
NOW THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties to this Agreement agree
that MergerCo shall merge with and into Sallie Mae and Sallie Mae shall be the
corporation surviving the Merger. The terms and conditions of the Merger, the
mode of carrying it into effect and the manner and basis of converting shares
in the Merger shall be as follows:
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ARTICLE I
THE MERGER
At the Effective Time (as herein defined), in accordance with the
provisions of this Agreement, the Privatization Act and the DGCL, MergerCo
shall be merged with and into Sallie Mae, whereupon the separate corporate
existence of MergerCo shall cease and Sallie Mae shall continue as the
surviving corporation (the "Surviving Corporation").
Subject to and in accordance with the provisions of this Agreement,
the parties hereto shall consummate the Merger by filing a certificate of
merger with the Secretary of State of the State of Delaware and making all
other filings or recordings required by the DGCL in connection with the Merger.
The Merger shall become effective at such time as the certificate of merger is
duly filed with the Secretary of State of the State of Delaware (the "Effective
Time"). The Merger shall have the effects set forth in the Privatization Act
and DGCL. Without limiting the generality of the foregoing, and subject thereto
and to any other applicable laws, at the Effective Time all the properties,
rights, privileges, powers and franchises of Sallie Mae and MergerCo shall vest
in the Surviving Corporation, and all debts, liabilities, restrictions,
disabilities and duties of Sallie Mae and MergerCo shall become the debts,
liabilities, restrictions, disabilities and duties of the Surviving
Corporation.
ARTICLE II
TERMS OF CONVERSION OF SHARES
At the Effective Time:
(a) Each share of Sallie Mae Common Stock issued and outstanding
immediately prior to the Effective Time shall thereupon, and without any action
on the part of the holder thereof, be converted into one validly issued, fully
paid and nonassessable share of Holding Company Common Stock.
(b) Each share of Sallie Mae Common Stock held in treasury immediately
prior to the Effective Time shall thereupon be cancelled and retired and all
rights in respect thereof shall cease.
(c) The shares of Sallie Mae Preferred Stock issued and outstanding
immediately prior to the Effective Time shall not be converted or otherwise
affected by the Merger, and each such share shall continue to be issued and
outstanding and to be one fully paid and nonassessable share of the Sallie Mae
Preferred Stock of the Surviving Corporation.
(d) Each share of MergerCo Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted into one validly
issued, fully paid and nonassessable share of the Surviving Corporation.
(e) Each share of Holding Company Common Stock issued and outstanding
immediately prior to the Effective Time shall be cancelled and restored to the
status of authorized and unissued Holding Company Common Stock.
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ARTICLE III
CHARTER AND BYLAWS
(a) From and after the Effective Time, and until thereafter amended as
provided by law, the provisions of the Higher Education Act of 1965, as amended
(the "Sallie Mae Charter"), as in effect immediately prior to the Effective
Time, shall be and continue to be the governing statute of the Surviving
Corporation.
(b) From and after the Effective Time, the By-Laws of Sallie Mae as in
effect immediately prior to the Effective Time shall be and continue to be the
By-Laws of the Surviving Corporation until amended.
ARTICLE IV
STOCK CERTIFICATES
Following the Effective Time, each holder of an outstanding
certificate or certificates theretofore representing shares of Sallie Mae
Common Stock may, but shall not be required to, surrender the same to Holding
Company for cancellation, exchange or transfer, and each such holder or
transferee thereof will be entitled to receive a certificate or certificates
representing the same number of shares of Holding Company Common Stock as the
number of shares of Sallie Mae Common Stock previously represented by the stock
certificate or certificates so surrendered. Until so surrendered or presented
for cancellation, exchange or transfer, each outstanding certificate which,
prior to the Effective Time, represented shares of Sallie Mae Common Stock
shall be deemed and treated for all corporate purposes to represent the
ownership of the same number of shares of Holding Company Common Stock as
though such surrender for cancellation, exchange or transfer thereof had taken
place. If any certificate representing shares of Holding Company Common Stock
is to be issued in a name other than that of the registered holder of the
certificate formerly representing shares of Sallie Mae Common Stock presented
for transfer, it shall be a condition of issuance that (a) the certificate so
surrendered shall be properly endorsed or accompanied by a stock power and
shall otherwise be in proper form for transfer and (b) the person requesting
such issuance shall pay to Holding Company's transfer agent any transfer or
other taxes required by reason of issuance of certificates representing Holding
Company Common Stock in a name other than that of the registered holder of the
certificate presented, or establish to the satisfaction of Holding Company or
its registered agent that such taxes have been paid or are not applicable. The
stock transfer books for Sallie Mae Common Stock shall be deemed to be closed
at the Effective Time, and no transfer of shares of Sallie Mae Common Stock
outstanding immediately prior to the Effective Time shall thereafter be made on
such books. Following the Effective Time, the holders of certificates
representing Sallie Mae Common Stock outstanding immediately before the
Effective Time shall cease to have any rights with respect to stock of the
Surviving Corporation and their sole rights shall be with respect to the
Holding Company Common Stock into which their shares of Sallie Mae Common Stock
shall have been converted in the Merger.
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ARTICLE V
CONDITIONS OF THE MERGER
Consummation of the Merger is subject to the satisfaction of each of
the following conditions:
(a) The Merger shall have received such approval of the shareholders
of Sallie Mae as is required by the Privatization Act.
(b) Sallie Mae shall have received an opinion of counsel in form and
substance reasonably satisfactory to Sallie Mae, dated as of the Effective
Time, substantially to the effect that, on the basis of facts, representations
and assumptions set forth in such opinion which are consistent with the state
of facts existing at the Effective Time, the Merger will be treated for U.S.
federal income tax purposes as a nonrecognition transfer of shares of Sallie
Mae Common Stock by those holders thereof to the Holding Company for shares of
Holding Company Common Stock.
(c) The shares of Holding Company Common Stock to be issued and to be
reserved for issuance as a result of the Merger shall have been approved for
listing, upon official notice of issuance, by the New York Stock Exchange.
(d) A registration statement on Form S-4 relating to the shares of
Holding Company Common Stock to be issued or reserved for issuance as a result
of the Merger, shall be declared effective under the Securities Act of 1933, as
amended, and shall not be the subject of any "stop order."
ARTICLE VI
AMENDMENT AND WAIVER
The parties hereto, by mutual consent of their respective Boards of
Directors, may amend, modify or supplement this Agreement, or waive any
condition set forth herein, in such manner as may be agreed upon by them in
writing, at any time before or after approval of this Agreement by the
shareholders of Sallie Mae, to the extent permitted by the DGCL.
ARTICLE VII
MISCELLANEOUS
(a) This Agreement may be executed in two or more counterparts, each
of which when so executed shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
(b) This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of Delaware.
(c) The parties hereto shall take all such action as may be necessary
or appropriate in order to effectuate the Merger. In case at any time after the
Effective Time, any further action is necessary or desirable to carry out the
purposes of this Agreement, the officers and directors of each of the parties
hereto shall take all such further action.
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IN WITNESS WHEREOF, Sallie Mae, MergerCo and Holding Company, have
executed this Agreement and Plan of Reorganization by their respective duly
authorized officers as of the date first written above.
STUDENT LOAN MARKETING ASSOCIATION
By: /s/ Ann Marie Plubell
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Name: Ann Marie Plubell
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Title: Secretary
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SALLIE MAE MERGER COMPANY
By: /s/ Ann Marie Plubell
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Name: Ann Marie Plubell
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Title: Secretary
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SLM HOLDING CORPORATION
By: /s/ Albert L. Lord
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Name: Albert L. Lord
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Title: Chief Executive Officer
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