<PAGE> 1
_______________
PROXY STATEMENT SUPPLEMENT
(TO PROXY STATEMENT SUPPLEMENT OF THE
MAJORITY OF THE BOARD OF DIRECTORS OF
STUDENT LOAN MARKETING ASSOCIATION
DATED JULY 10, 1997)
______________
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.
_______________
THE DATE OF THIS PROXY STATEMENT/PROSPECTUS SUPPLEMENT IS JULY 18, 1997
TABLE OF CONTENTS
Page
Investor Presentation . . . . . . . . . . . . . . . 1
SALLIE MAE
An Aggressive Plan To Grow Share Value
The Difference Between Sallie Mae and
the CRV is Clear and Fundamental
_______________________________________________________________________
We have an aggressive plan that builds upon our core franchise to grow
share value.
The CRV does not.
-----------------
We have an experienced management team and an independent board comprised
of recognized business leaders.
The CRV does not.
-----------------
We have a proven business strategy and superior marketplace understanding.
The CRV does not.
-----------------
We Will Make Our Numbers. The CRV Cannot.
1 SALLIE MAE [logo]
<PAGE> 2
<TABLE>
<CAPTION>
Our Financial Objectives
1997-2001
_________________________________________________________________________________________________________________________
<S> <C> <C>
Loan Purchase Volume [Graphic: Arrow pointing to the right] 12% to 14% CAGR
Total Operating Costs [Graphic: Arrow pointing to the right] Reduce From Low 100 bps to Low 80 bps--increases EPS by
$2.00 in 2001
Other Revenue [Graphic: Arrow pointing to the right] Produce $78MM NIBT by 2001
Manage Capital [Graphic: Arrow pointing to the right] Repurchase 16MM Shares (30% of outstanding shares)
</TABLE>
<TABLE>
<CAPTION>
Real Results -- Real Value
<S> <C> <C>
Earnings Per Share [Graphic: Arrow pointing to the right] Minimum 15% CAGR
ROE's [Graphic: Arrow pointing to the right] In excess of 50%
2 SALLIE MAE [logo]
</TABLE>
<PAGE> 3
Sallie Mae's Comprehensive Plan to
Grow Share Value
_______________________________________________________________________
o Continue to maximize income from the student loan industry
- expand school-based strategy
- push aggressively to retail
- enhance constituency base to manage political risk
o Continue to reduce operating expenses as a percentage of managed loans
o Continue to manage capital aggressively
We will maximize returns to shareholders.
3 SALLIE MAE [logo]
<PAGE> 4
<TABLE>
<CAPTION>
The Strategy Is Working
_________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAGR
'90 '91 '92 '93 '94 '95 '96 '97E '94-97
% OF TOTAL PURCHASES
SPOT 34% 35% 25% 30% 23% 23% 11% 14% -15.3%
EXPORTSS 22% 32% 35% 34% 41% 47% 64% 66% 16.9%
TOTAL PURCHASES $5,680 $5,944 $5,340 $6,175 $7,312 $8,645 $9,093 $9,000 7.2%
($ in millions)
CASH PREMIUMS
(as % of Purchases) 1.37% 0.71% 1.15% 1.14% 1.46% 1.74% 1.75% 1.70% 5.2%
AVERAGE BORROWER
INDEBTEDNESS $4,496 $4,438 $5,890 $5,686 $6,792 $8,346 $9,852 $10,700 16.4%
[graphic: horizontal bracket encompassing [graphic: horizontal bracket encompassing
the columns '90, '91, '92, and '93 with the the columns '94, '95, '96 and '97E with the
text "Lender Strategy" below bracket] text "School-Based Strategy" below bracket]
The Bottom Line: Our pricing strategy has delivered a 0.30% improvement in yield from 1994 to 1997.
4 SALLIE MAE [logo]
</TABLE>
<PAGE> 5
The College Affordability Crisis is Transforming Our Core Business
_______________________________________________________________________
o Under increasing financial pressure, schools are changing the
way they operate
- admissions and financial aid are being streamlined
- technology providers will play a key role
- financial aid is becoming a critical recruiting tool
o Consumers need more information and better products
This crisis is creating new winners and losers.
Management's plan ensures that Sallie Mae will be a winner.
5 SALLIE MAE [logo]
<PAGE> 6
Sallie Mae: The Preferred Partner to Higher Ed
_______________________________________________________________________
o Management's strategy is to grow the value of the core business by
- facilitating the transformation of admissions and financial aid
- helping consumers solve the mysteries of getting into and paying
for college
We will grow market share by capturing the transition from high school
to college.
6 SALLIE MAE [logo]
<PAGE> 7
CRV Flip Flops
_______________________________________________________________________
CRV CRV
ORIGINAL CURRENT
POSITION POSITION
-------- --------
o Servicing Spin-off No Spin-off
o Privatization Opposed In Favor
o Origination Full Scale Limited
o School-Based Strategy Opposed In Favor
o Servicing Direct Lending Opposed In Favor
o Al Lord As CEO Interim Permanent
What is their strategy?
7 SALLIE MAE [logo]
<PAGE> 8
The CRV Marketing Ideas Are Riddled With Contradictions
________________________________________________________________________
o The CRV says it supports our school-based strategy, yet it plans
massive cuts in essential spending
o The CRV says loan purchases will remain stable, yet it
- offers third party servicing with no requirement to sell
- competes head-to-head with bank partners
- promotes bank securitization backed by Sallie Mae servicing
- projects premiums to be less than their 1990 level
- bails out direct lending
o The CRV talks of "targeted originations," yet its earnings projections
reflect a dominant market share
The CRV plan destroys franchise value.
8 SALLIE MAE [logo]
<PAGE> 9
CRV's Projected EPS: A Reality Check
_______________________________________________________________________
HERE ARE THE ADJUSTED CRV PLAN EPS PROJECTIONS, ACCOUNTING FOR:
o The impact of third-party servicing
o The originations plan
o The impact of loan purchase program cannibalization
1998 1999 2000 2001
---- ---- ---- ----
$9.07 $9.63 $10.31 $10.28
What P/E multiple will these earnings get?
9 SALLIE MAE [logo]
<PAGE> 10
The CRV's Political Strategy Is Wrong And Dangerous
_______________________________________________________________________
o This is a critical period -- the reauthorization of FFELP
o Sallie Mae must expand its advocacy efforts, not "lower its political
profile" [CRV S-4 filing]
o No one on the CRV understands today's political environment
10 SALLIE MAE [logo]
<PAGE> 11
Sallie Mae Has A Proven Political Strategy
_______________________________________________________________________
o Track record on privatization and recent budget accord
o Trusted relationships with key Hill and Administration players
o Leader of industry coalition to lobby for a strong FFELP
Creating value in our market requires exceptional political skills.
11 SALLIE MAE [logo]
<PAGE> 12
The CRV Board Lacks Experience, Independence and Stature
_______________________________________________________________________
o No CRV nominee holds an executive position at a major public company
o All CRV nominees fail the test of independence -- hand picked by
Al Lord
o The CRV slate includes five retirees, two real estate finance
specialists, three accountants and one optometrist
o No CRV nominee has marketing or relevant political expertise
o All CRV higher ed nominees support direct lending
12 SALLIE MAE [logo]
<PAGE> 13
<TABLE>
<CAPTION>
The Sallie Mae Board: Leadership, Experience and Shareholder
Responsive
_________________________________________________________________________________________________________________________
<S> <C>
Larry Ricciardi (General Counsel, IBM) o All nominees are independent
Ann Reese (CFO, ITT Corp.) o All business nominees are senior executives in publicly traded
companies
Dick Huber (Vice Chair, Aetna)
o All higher ed nominees oppose direct lending
Gale Duff-Bloom (Pres. of Mktg., J.C. Penney)
o Nominees with significant marketing, restructuring and financial
David Daberko (Chairman, Nat'l City) products experience
Tom Jacobsen (Chairman, Mercantile) o 1/3 seats open to CRV
John Spiegel (CFO, SunTrust)
David Vitale (Vice Chairman, First Chicago)
Dolores Cross (Pres., Chicago State)
William Arceneaux (Pres., LAICU)
5 CRV Members proposed, but to date all have refused
13 SALLIE MAE [logo]
</TABLE>
<PAGE> 14
The Right Leadership for a Privatized Sallie Mae
_______________________________________________________________________
o Value-driven CEO with significant private sector leadership
experience
o The depth and expertise of the current management team, including
100 officers with a recognized record of industry success, makes
it possible for Sallie Mae to:
- execute the school-based strategy
- beat direct lending
- implement a proven political strategy
- aggressively manage capital and costs
- manage a changing higher ed marketplace
14 SALLIE MAE [logo]
<PAGE> 15
The Difference Between Management and the CRV is
Clear and Fundamental
_______________________________________________________________________
We Will Make Our Numbers. The CRV Cannot.
Vote YES For Sallie Mae Management.
15 SALLIE MAE [logo]
<PAGE> 16
________________________________________________________________________
APPENDIX:
Operating Costs
Loan Origination Analysis
16 SALLIE MAE [logo]
<PAGE> 17
The CRV Operating Expense Story is Illogical
_______________________________________________________________________
REDUCE G&A BY 40%, REDUCE HEADCOUNT BY 30%, MAINTAIN LOAN PURCHASE VOLUME,
ORIGINATE LOANS AND DO THIRD PARTY SERVICING [CRV 1997 Proxy Campaign]
Reality: Sustainable Growth Requires Careful Investment
-------
G&A: The facts you won't hear from the CRV
1993 1997E
Base Business Headcount 547 540
Base G&A (as a percent of managed loans) .43% .28%
Base G&A $109MM $115MM
Managed Loans $25.2B $41.2B
Advertising & Promotion Costs $2MM $10MM
17 SALLIE MAE [logo]
<PAGE> 18
<TABLE>
<CAPTION>
CRV's Origination Proposal -- Wrong Strategy, Unrealistic Numbers
_________________________________________________________________________________________________________________________
<S> <C> <C>
1998E 2001E
FFELP Guarantees $21B $28B [graphic: numbers in this row appear with yellow
highlighted background]
Amount Disbursed In Same Year $10.5B
First Time Borrowers x30%
----
New Lender Market Potential $3.1B
CRV Plan Disbursement Volume $1.0B $5.0B
CRV 1998 Market Share 33% 21% [graphic: numbers in this row appear with yellow
highlighted background]
</TABLE>
<TABLE>
<CAPTION>
TOP TEN FFELP LENDER ESTIMATED MARKET SHARE OF FIRST-TIME BORROWERS
<S> <C> <C> <C>
FFY 1996 FFY 1996
Chase 8.4% [graphic: this number Wells Fargo 3.2%
appears with yellow
highlighted background]
Citibank 7.1% Bank of America 3.2%
Bank One 5.0% Educaid 2.5%
Norwest 4.6% Pittsburgh National 1.7%
Key Corp. 3.8% Boatman's 1.7%
[Graphic: arrows pointing from Chase's FFY 1996 market share of 8.4% to CRV's 1998 estimated market share of 33%.]
18 SALLIE MAE [logo]
</TABLE>
<PAGE> 19
Cannibalization
(Volume In Billions)
_______________________________________________________________________
"Reality Bites"
Restatement of CRV Plan
Earnings
1998 1999 2000 Per Billion
---- ---- ---- -----------
Origination Volume $150MM $450MM $750MM $8MM
Servicing Volume $2B $3B $6B $1.5MM
Lost Purchase Loan Volume ($5B) ($6B) ($6B) $7MM
Total Lost Volume ($6B) ($8B) ($9B)
Loss In EPS ($2-3) ($4-5) ($6-7)
19 SALLIE MAE [logo]
<PAGE> 20
Forward-Looking Information
_______________________________________________________________________
This Presentation contains certain forward-looking statements
and information relating to the Company that are based on the beliefs of
Company Management as well as assumptions made by and information
currently available to the Company. Such forward-looking statements
reflect the current views of the Company with respect to future events
and are subject to certain risks, uncertainties and assumptions.
Estimates contained herein of future performance under Management's Plan
are based upon the Company's business plan and reflect Management's
assessment of probable results of operations, given certain assumptions
that Management believes are reasonable. The business plan was developed
based upon an integrated model with a number of independent variables,
certain of which are beyond the Company's control. In addition to
assumptions described elsewhere, the estimates contemplate that the
offset fee litigation will be resolved in the Company's favor in 1998
and that there will be no legislative or administrative changes affecting
the market share of profitability of either the FFELP or the FDSLP.
Should one or more of these risks or uncertainties materialize, variables
change or underlying assumptions prove incorrect, actual results may vary
materially from those described in this Presentation. Information
concerning the CRV's Plan was derived from materials prepared by the
CRV, in some cases adjusted to reflect Management's assessment of probable
results of operations, given certain assumptions that Management believes
are reasonable. Industry data on the FFELP and the FDSLP contained herein
is based on sources that the Company believes to be reliable and to
represent the best available information for these purposes, including
published and unpublished Department of Education data and industry
publications. The Company does not intend to update any of the
forward-looking statements contained in this Presentation. For additional
information relating to the Company and its future, investors should review
the Company's Proxy Statement/Prospectus and the Majority Director's Proxy
Statement Supplement dated July 10, 1997.
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
ANY INSTRUMENTALITY OF THE UNITED STATES.
20 SALLIE MAE [logo]
