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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 25, 1999
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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, VIRGINIA 20193
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 810-3000
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ITEM 5. OTHER EVENTS
On May 25, 1999, the Registrant entered into a definitive stock purchase
agreement with the Nellie Mae Foundation, Inc. (the "Foundation"), Nellie Mae
Corporation ("Nellie Mae") and certain Nellie Mae employee shareholders to
purchase all of the issued and outstanding shares of capital stock (the
"Shares") of Nellie Mae.
Nellie Mae, together with its direct and indirect subsidiaries, Nellie Mae
Education Loan Corporation, a Delaware corporation, and Nellie Mae Loan Finance,
LLC, a Delaware limited liability corporation, are engaged in the business of
originating, purchasing and holding education loans. During 1998, Nellie Mae
originated $335 million in federal and private loans and acquired an additional
$263 million in the secondary market. It owns a $2.6 billion student loan
portfolio, making it the seventh largest federal student loan holder in the
nation. The Foundation is a Massachusetts non-profit corporation focused on
education in the New England area.
The purchase price for the Shares under the agreement is $320 million.
The Registrant expects to consummate the purchase of the Shares through its
wholly owned subsidiary, the Student Loan Marketing Association, a government
sponsored enterprise ("GSE").
The purchase, which the Registrant expects to settle on or before June 30,
1999, is subject to Hart-Scott-Rodino review and approval by the
Massachusetts Attorney General as well as other customary closing conditions.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits.
20.1 Press Release of the Registrant, dated May 26, 1999,
announcing the Registrant's agreement to acquire Nellie Mae
Corporation
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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.
Date: June 2, 1999 SLM HOLDING CORPORATION
By: /S/MARK G. OVEREND
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Mark G. Overend
Senior Vice President &
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
EXHIBIT INDEX
Exhibit
Number Description of Document
20.1 Press Release of the Registrant,
dated May 26, 1999, announcing the
Registrant's agreement to acquire
Nellie Mae Corporation
EXHIBIT 20.1
Press Release of the Registrant, dated May 26, 1999, announcing the Registrant's
agreement to acquire Nellie Mae Corporation
FOR IMMEDIATE RELEASE Denise Rossitto,
Sallie Mae
703/810-7156
Molly Sullivan,
Sallie Mae
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703/810-7157
Diane Saunders,
Nellie Mae
781/849-2191
SLM HOLDING CORP. (SALLIE MAE) TO ACQUIRE NELLIE MAE CORP.
RESTON, VA., MAY 26, 1999 - SLM Holding Corp. (NYSE: SLM) announced today that
it has reached agreement with the Nellie Mae Foundation to purchase the
outstanding common stock of its student loan subsidiary, Nellie Mae Corp., for
$320 million in cash. The purchase is particularly designed to strengthen Sallie
Mae's student loan origination franchise.
The transaction aligns two of the premier players in the student loan industry:
Nellie Mae originated more than $375 million in loans in 1998 and its $2.6
billion student loan portfolio makes it the seventh largest federal loan holder
in the nation; Sallie Mae currently owns or manages $47 billion in student loans
for more than five million borrowers.
Nellie Mae will continue to provide its current products and services to campus
clients, lenders and borrowers. The Nellie Mae Corp. will become a wholly owned
subsidiary of Sallie Mae and maintain operations in its Braintree, Mass., and
Rumford, R.I., locations, as well as its regional sales offices across the
country. The transaction, which is expected to have a positive effect on Sallie
Mae's earnings, will close by June 30, 1999, subject to Hart-Scott-Rodino
approval, and to approval by the Massachusetts Attorney General.
"Nellie Mae will immediately give us a high quality loan origination platform on
nearly 250 campuses," said Albert L. Lord, vice chairman and CEO, Sallie Mae.
"Nellie Mae gives us new opportunities to better serve our customers and more
rapidly expand our business. This transaction represents the first significant
business combination in the company's history and accelerates our privatization
process, which began in 1997."
(MORE)
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SALLIE MAE TO ACQUIRE NELLIE MAE/PAGE TWO
"We are pleased to combine resources with Sallie Mae to continue to build the
premier full-service education finance company," said Lawrence W. O'Toole,
president and CEO of Nellie Mae Corp. "This affiliation provides significant new
opportunities for our employees. Laureate-SM-, and other Sallie Mae products and
services, will complement Nellie Mae's current product set and will strengthen
our ability to serve our campus-based clients, students and family borrowers."
O'Toole will continue as president and CEO of Nellie Mae, and also will be named
executive vice president of Sallie Mae, responsible for strategic planning, and
for industry and government relations. The acquisition will enable the Nellie
Mae Foundation to fully pursue its philanthropic mission and commitments in New
England. After the transaction closes, the Foundation will have net assets of
$395 million.
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Sallie Mae, founded 26 years ago, provides funds for educational loans,
primarily federally guaranteed student loans originated under the Federal Family
Education Loan Program (FFELP). The company currently owns and manages student
loans for more than five million borrowers. SLM Holding Corp. and its
subsidiaries, other than the Student Loan Marketing Association, are not
sponsored by or agencies of the United States.
Founded in 1982, Nellie Mae Corp. began as The New England Education Loan
Marketing Corp., a secondary market for federal student loans. Nellie Mae works
with colleges/universities and lenders nationally to provide a variety of
affordable federal and private education loan programs and special services,
including pre-college planning and borrower counseling materials and assistance.
Nellie Mae Corp. owns $2.6 billion in student loans and, during 1998, originated
$335 million in loans on nearly 250 campuses and purchased $263 million in loans
in the secondary market. The company also originated net loan consolidation
volume of $40 million. Shareholder's equity as of March 31, 1999, was $240
million.
Statements in this release referring to expectations as to future earnings and
operations, and other future developments are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve risks, uncertainties and other factors that
may cause the actual results to differ materially from such forward-looking
statements. Such factors include, among others, the ability to successfully
integrate operations, the impact of competitors' responses, changes in the terms
of student loans and the educational credit marketplace arising from the
implementation of applicable laws and regulations, and from
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changes in such laws and regulations, and changes in the demand for educational
financing or in financing preferences of educational institutions, students and
their families.
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