<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1998
REGISTRATION NO. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SLM HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-2013874
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11600 SALLIE MAE DRIVE
RESTON, VA 20193
(Address of Principal Executive (Zip Code)
Office)
SLM HOLDING CORPORATION EMPLOYEE STOCK OPTION PLAN
SLM HOLDING CORPORATION DIRECTORS STOCK PLAN
(Full Titles of the Plans)
MARIANNE M. KELER
GENERAL COUNSEL
SLM HOLDING CORPORATION
11600 SALLIE MAE DRIVE
RESTON, VA 20193
(Name and address of Agent for Service)
(703) 810-3000
(Telephone Number, including area code, of Agent for Service)
Copies to:
RONALD O. MUELLER
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, N.W., SUITE 900
WASHINGTON, D.C. 20036
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PER UNIT OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE(2) OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.20
per share 11,132,800 $38.8125 $432,091,800.00 $127,467.08
============================================================================================================
</TABLE>
(1) Takes into account a 7 for 2 stock split, effective as of January 2, 1998.
Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Pursuant to Rule 457(c), the price of the Common Stock is based on the
average of the high and low prices for the Common Stock of $38.8125, as
reported by the New York Stock Exchange on January 12, 1998.
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PART I
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) the Registrant's Registration Statement on Form S-4 (File No.
333-21217) as filed with the Commission on July 25, 1997, as
amended, which includes the balance sheet of the Registrant dated
February 3, 1997 and the consolidated financial statements of the
Student Loan Marketing Association for the year ended December
31, 1996;
(2) the Registrant's quarterly reports on Form 10-Q: (i) for the
quarter ended March 31, 1997, filed on May 27, 1997; (ii) for the
quarter ended June 30, 1997, filed on August 6, 1997; and (iii)
for the quarter ended September 30, 1997, filed on November 14,
1997; and
(3) the description of the Common Stock set forth under the caption
"Description of Registrant's Securities to be Registered" in the
Registrant's Registration Statement on Form 8-A dated August 7,
1997, together with any amendment or report filed with the
Commission for the purpose of updating such description.
All reports and other documents subsequently filed by the Registrant pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and documents.
Any document, and any statement contained in a document, incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
2
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of the Registrant's By-Laws provides for indemnification of the
officers and directors of SLM Holding Corporation to the fullest extent
permitted by applicable law. Section 145 of the Delaware General Corporation Law
provides, in relevant part, that a corporation organized under the laws of
Delaware shall have the power, and in certain cases the obligation, to indemnify
any person who was or is a party or is threatened to be made a party to any suit
or proceeding because such person is or was a director, officer, employee or
agent of the corporation or is or was serving, at the request of the
corporation, as a director, officer, employee or agent of another corporation,
against all costs actually and reasonably incurred by him in connection with
such suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, he had no reason to believe his conduct
was unlawful. Similar indemnity is permitted to be provided to such persons in
connection with an action or suit by or in right of the corporation, provided
such person acted in good faith and in a manner he believed to be in or not
opposed to the best interests of the corporation, and provided further (unless a
court of competent jurisdiction otherwise determines) that such person shall not
have been adjudged liable to the corporation.
The directors and officers of the Registrant and its subsidiaries will be
covered by a policy of insurance under which they will be insured, within the
limits and subject to certain limitations, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities that might be imposed as a result of such actions, suits or
proceedings in which they are parties by reason of being or having been
directors or officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1(a) Consent of Independent Auditors (Ernst &Young LLP)
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in
Exhibit 5).
</TABLE>
3
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2)That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reston, Commonwealth of Virginia, on this 16th day of
January, 1998.
SLM HOLDING CORPORATION
By: /s/ Albert L. Lord
--------------------------
Albert L. Lord
Chief Executive Officer
Each person whose signature appears below constitutes and appoints Marianne
M. Keler and Ronald O. Mueller, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the acquirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the their capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Albert L. Lord
- --------------------------------------
ALBERT L. LORD Chief Executive Officer January 16, 1998
(Principal Executive Officer)
/s/ Mark G. Overend
- --------------------------------------
MARK G. OVEREND Chief Financial Officer January 16, 1998
(Principal Financial and
Accounting Officer)
/s/ Edward A. Fox
- --------------------------------------
EDWARD A. FOX Chairman of the January 16, 1998
Board of Directors
/s/ James E. Brandon
- --------------------------------------
JAMES E. BRANDON Director January 16, 1998
/s/ Charles L. Daley
- --------------------------------------
CHARLES L. DALEY Director January 16, 1998
</TABLE>
5
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<TABLE>
<S> <C> <C>
/s/ Thomas J. Fitzpatrick
- --------------------------------------
THOMAS J. FITZPATRICK Director January 16, 1998
/s/ Diane S. Gilleland
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DIANE S. GILLELAND Director January 16, 1998
/s/ Ann Torre Grant
- --------------------------------------
ANN TORRE GRANT Director January 16, 1998
/s/ Ronald F. Hunt
- --------------------------------------
RONALD F. HUNT Director January 16, 1998
/s/ Benjamin J. Lambert III
- --------------------------------------
BENJAMIN J. LAMBERT III Director January 16, 1998
/s/ Marie V. McDemmond
- --------------------------------------
MARIE V. MCDEMMOND Director January 16, 1998
/s/ Barry A. Munitz
- --------------------------------------
BARRY A. MUNITZ Director January 16, 1998
/s/ A. Alexander Porter
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A. ALEXANDER PORTER Director January 16, 1998
/s/ Wolfgang Schoellkopf
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WOLFGANG SCHOELLKOPF Director January 16, 1998
/s/ Steven L. Shapiro
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STEVEN L. SHAPIRO Director January 16, 1998
/s/ Randolph H. Waterfield
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RANDOLPH H. WATERFIELD Director January 16, 1998
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Sequentially Numbered Page
- ------- ----------- --------------------------
<S> <C> <C>
5 Opinion of Gibson, Dunn & Crutcher LLP ___
23.1(a) Consent of Independent Auditors (Ernst & Young LLP) ___
23.2 Consent of Gibson, Dunn & Crutcher LLP
(included in Exhibit 5)
</TABLE>
7
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EXHIBIT 5
January 16, 1998
SLM Holding Corporation C 88815-00001
11600 Sallie Mae Drive
Reston, VA 20193
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to an aggregate of 11,132,800 shares of Common Stock, par value
$0.20 per share, of SLM Holding Corporation, a Delaware corporation (the
"Company"), which are the subject of a registration statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), which shares (the "Shares") may be offered and sold under the SLM
Holding Corporation Employee Stock Option Plan and the SLM Holding Corporation
Directors Stock Plan (together, the "Plans"), respectively.
We have examined the original, or a photostatic or certified copy, of such
records of the Company, certificates of officers of the Company and of public
officials and such other documents as we have determined relevant and necessary
as the basis for the opinion set forth below. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon our examination mentioned above, we are of the opinion that the
Shares have been validly authorized for issuance and, when issued and sold in
accordance with the terms set forth in the Registration Statement and the Plans,
and, when (a) the Registration Statement has become effective under the Act, (b)
the pertinent provisions of any applicable state securities law have been
complied with, (c) in the case of the SLM Holding Corporation Directors Stock
Plan, such Plan has been approved by the Company's stockholders, and (d) in the
case of options issued under the Plans, the Shares have been paid for, the
Shares so issued will be legally issued and will be fully paid and
nonassessable.
<PAGE> 2
SLM Holding Corporation
January 16, 1998
Page 2
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm appearing on the cover of the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the General Rules and Regulations of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
ROM/JDF
<PAGE> 1
EXHIBIT 23.1(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the SLM Holding Corporation Employee Stock
Option Plan and the SLM Holding Corporation Directors Stock Plan of our report
dated February 3, 1997, with respect to the balance sheet as of February 3,
1997 of SLM Holding Corporation and our report dated January 13, 1997 (except
as to the third and fourth paragraphs of Note 2, as to which the date is April
7, 1997), with respect to the consolidated financial statements of the Student
Loan Marketing Association for the year ended December 31, 1996 included in the
Registration Stated (Form S-4 No. 333-21217) and related Proxy
Statement/Prospectus, as amended, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Washington, D.C.
January 16, 1998
