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As filed with the Securities and Exchange Commission on July 28, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
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
(703) 810-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
MARIANNE M. KELER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SLM HOLDING CORPORATION
11600 SALLIE MAE DRIVE
RESTON, VA 20193
(703) 810-3000
(Address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
DOUGLAS D. SMITH, ESQ. RONALD O. MUELLER, ESQ.
GIBSON, DUNN & CRUTCHER LLP GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET 1050 CONNECTICUT AVE., N.W.
SAN FRANCISCO, CA 94104 WASHINGTON, D.C. 20036
(415) 393-8200 (202) 955-8500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ] _________
If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE(1)
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Title of Each Class of Securities Proposed Maximum Amount of
Proposed to be Registered(2) Offering Price Registration Fee
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<S> <C> <C>
Debt Securities (3), Common Stock, $0.20 par
value per share (4), Preferred Stock, no par
value, and Warrants........................... $600,000,000(5)(6)(7) $166,800
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). Exclusive of accrued interest, if any, on Debt
Securities.
(2) Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(3) The Debt Securities to be offered hereunder will consist of one or more
series of senior debt securities or subordinated debt securities or any
combination thereof, as more fully described herein.
(4) Common Stock is registered primarily for the purpose of allowing flexibility
to deliver or make sales of Common Stock in connection with the settlement
of privately negotiated equity forward purchase contracts. Common Stock may
also be issued upon conversion, exercise or exchange of any Debt Securities,
Preferred Stock or Warrants.
(5) No separate consideration will be received for Debt Securities, Common Stock
or Preferred Stock that are issued upon the conversion of Debt Securities or
Preferred Stock.
(6) In U.S. Dollars or the equivalent thereof in one or more foreign currencies
or composite currencies.
(7) Also includes such additional principal amount as may be necessary such
that, if Debt Securities are issued with an original issue discount,
the aggregate initial offering price of all Debt Securities will equal
$600,000,000 less the dollar amount of other securities previously
issued.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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<PAGE>
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN
WHICH AN OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
SUBJECT TO COMPLETION
JULY 28, 1999
SLM HOLDING CORPORATION
$600,000,000
DEBT SECURITIES
PREFERRED STOCK
WARRANTS
- - This prospectus provides you with a general description of the
securities we may offer. We will provide specific terms of these
securities in supplements to this prospectus. You should read this
prospectus and the applicable supplement carefully before you invest.
- - We are registering shares of our common stock primarily to preserve our
flexibility to deliver or sell shares of our common stock in connection
with the settlement of privately negotiated equity forward purchase
contracts. We may also issue common stock upon conversion, exercise
or exchange of any debt securities, preferred stock or warrants.
- - We are required to include the following legend:
OBLIGATIONS OF SLM HOLDING CORPORATION AND ANY SUBSIDIARY OF
SLM HOLDING CORPORATION ARE NOT GUARANTEED BY THE FULL FAITH
AND CREDIT OF THE UNITED STATES OF AMERICA, AND NEITHER SLM
HOLDING CORPORATION NOR ANY SUBSIDIARY OF SLM HOLDING
CORPORATION IS A GOVERNMENT-SPONSORED ENTERPRISE (OTHER THAN
STUDENT LOAN MARKETING ASSOCIATION) OR AN INSTRUMENTALITY OF
THE UNITED STATES OF AMERICA.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated __________, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About this Prospectus.............................................. 2
Where You Can Find More Information................................ 2
Forward-Looking Statements......................................... 3
SLM Holding Corporation............................................ 4
Use of Proceeds.................................................... 4
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends.................................... 5
Securities We May Offer............................................ 5
Description of Debt Securities..................................... 6
Description of Capital Stock....................................... 15
Description of Warrants............................................ 17
Plan of Distribution............................................... 19
Legal Matters...................................................... 20
Experts............................................................ 20
</TABLE>
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the
SEC using a "shelf" registration process. Under this shelf process, we may sell
debt securities, preferred stock and warrants in one or more offerings up to a
total dollar amount of $600,000,000. We may sell these securities either
separately or in units. We may also issue common stock upon conversion, exchange
or exercise of any of the securities mentioned above, and we may sell or
deliver our common stock in connection with the settlement of privately
negotiated equity forward or equity option transactions we have entered into
or may enter into from time to time.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement together with the additional information
described under the heading "Where You Can Find More Information."
The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about us
and the securities we may offer under this prospectus. You can read that
registration statement at the SEC's web site or at the SEC's offices mentioned
under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports, proxy statements and other information with
the SEC. You may inspect and copy these reports and other information at the
SEC's public reference facilities in Washington, D.C. (located at 450 Fifth
Street, N.W., Washington, D.C. 20549), Chicago (located at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661) and New
York (located at Seven World Trade Center, 13th Floor, New York, New York
10048). You can also obtain copies of these materials from the SEC's public
reference section (located at 450 Fifth Street, N.W., Washington, D.C. 20549) at
prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information
about the public reference rooms. The SEC also maintains a site on the World
Wide Web at http://www.sec.gov. This site contains reports, proxy and
information statements and other information about registrants that file
electronically with the SEC. You can also inspect reports and other information
we file at the office of the New York Stock Exchange, Inc. (located at 20 Broad
Street, New York, New York 10005), or at our web site at
http://www.salliemae.com.
We have filed a registration statement and related exhibits with the
SEC under the Securities Act of 1933. This registration statement contains
additional information about us and our securities. You can inspect the
registration statement and exhibits without charge at the SEC's office in
Washington, D.C. (located at 450 Fifth Street, N.W.), and you may obtain copies
from the SEC at prescribed rates.
The SEC permits us to "incorporate by reference" the information and
reports we file with it. This means that we can disclose important information
to you by referring to another
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document. The information that we incorporate by reference is considered to be
part of this prospectus, and later information that we file with the SEC
automatically updates and supersedes this information. Specifically, we
incorporate by reference:
- our annual report on Form 10-K for the fiscal year ended
December 31, 1998, which we filed on March 29, 1999
(File Number 1-13251);
- our quarterly report on Form 10-Q for the quarterly period
ended March 31, 1999, which we filed on May 14, 1999 (File
Number 1-13251);
- our current report on Form 8-K, which we filed on June 3,
1999;
- the description of our common stock in our Form 8-A, which we
filed on August 7, 1997 and amended on July 27, 1999 (File
Number 1-13251), and any amendments or reports filed for the
purpose of updating this description; and
- all documents we file with the SEC pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and before
we sell all of the securities offered by this prospectus.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
Corporate Secretary
SLM Holding Corporation
11600 Sallie Mae Drive
Reston, VA 20193
(703) 810-3000
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of these documents.
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in this
prospectus include forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act . These
forward-looking statements are based on our management's beliefs and assumptions
and on information currently available to our management. Forward-looking
statements include information concerning our possible or assumed future results
of operations and statements preceded by, followed by or that include the words
"believes," "expects," "anticipates," "intends," "plans," "estimates" or similar
expressions.
Forward-looking statements involve risks, uncertainties and
assumptions. Actual results may differ materially from those expressed in these
forward-looking statements. You should
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<PAGE>
not put undue reliance on any forward-looking statements. We do not have any
intention or obligation to update forward-looking statements after we
distribute this prospectus.
You should understand that the following important factors could cause
our results to differ materially from those expressed in forward-looking
statements:
- changes in the terms of student loans and the educational
credit marketplace arising from the implementation of
applicable laws and regulations and from changes in these laws
and regulations that may reduce the volume, average term,
costs and yields on education loans under the Federal Family
Education Loan Program or result in loans being originated or
refinanced under non-FFELP programs or affect the terms upon
which banks and others agree to sell FFELP loans to us;
- changes in the demand for educational financing or in
financing preferences of educational institutions, students
and their families, which could reduce demand for our products
and services or increase our costs;
- changes in the general interest rate environment and in the
securitization markets for education loans, which could
increase the costs or limit the availability of financings
necessary to originate, purchase or carry education loans; and
- interruptions in our operations or others' operations
resulting from the inability of computers or other systems to
process year 2000-related information, which could impact our
liquidity and our ability to obtain, generate or process
documents or payments that we receive from or are due to
others.
SLM HOLDING CORPORATION
We were formed in 1997 in connection with the reorganization of the
Student Loan Marketing Association under the Student Loan Marketing Association
Reorganization Act of 1996. We do business under the name "Sallie Mae". Our
principal business is financing and servicing education loans. We presently
conduct a majority of this business through two wholly owned subsidiaries:
Student Loan Marketing Association, a government-sponsored enterprise chartered
by an act of Congress, and Sallie Mae Servicing Corporation, a Delaware
corporation. We are the largest non-governmental source of financing and
servicing for education loans in the United States.
Our principal executive offices are located at 11600 Sallie Mae Drive,
Reston, VA 20193, and our telephone number is (703) 810-3000.
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, we will
use the net proceeds from the sale of the offered securities for general
corporate purposes.
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RATIO OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
The following table sets forth our ratio of earnings to fixed charges
and preferred stock dividends for the five years ended December 31, 1998 and the
three months ended March 31, 1999 and March 31, 1998.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Three months ended
Years ended December 31, March 31,
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1994 1995 1996 1997 1998 1998 1999
- ---------------------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed 1.27 1.16 1.23 1.29 1.38 1.38 1.36
Charges (1)
- ---------------------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Ratio of Earnings to Fixed 1.27 1.16 1.22 1.29 1.37 1.37 1.35
Charges and Preferred
Stock Dividends (1)
- ---------------------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
</TABLE>
(1) For purposes of computing these ratios, earnings represent
income before income tax expense plus fixed charges less preferred stock
dividends. Fixed charges represent interest expense plus the estimated
interest component of net rental expense.
SECURITIES WE MAY OFFER
TYPES OF SECURITIES
The types of securities that we may offer and sell from time to time by
this prospectus are:
- debt securities, which we may issue in one or more series;
- preferred stock, which we may issue in one or more series;
- common stock;
- warrants entitling the holders to purchase common stock,
preferred stock or debt securities;
- warrants or other rights relating to foreign currency exchange
rates; or
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<PAGE>
- warrants for the purchase or sale of debt securities of, or
guaranteed by, the United States government or its agencies,
units of a stock index or a stock basket or a commodity or a
unit of a commodity index.
The aggregate initial offering price of all securities we sell will not
exceed $600,000,000. We will determine when we sell securities, the amounts of
securities we will sell and the prices and other terms on which we will sell
them. We may sell securities to or through underwriters, through agents or
directly to purchasers.
ADDITIONAL INFORMATION
We will describe in a prospectus supplement, which we will deliver with
this prospectus, the terms of particular securities that we may offer in the
future. Each prospectus supplement will include the following information:
- the type and amount of securities that we propose to sell;
- the initial public offering price of the securities;
- the names of the underwriters or agents, if any, through or to
which we will sell the securities;
- the compensation, if any, of those underwriters or agents;
- information about securities exchanges or automated quotation
systems on which the securities will be listed or traded;
- any material United States federal income tax considerations
that apply to the securities; and
- any other material information about the offering and sale of
the securities.
DESCRIPTION OF DEBT SECURITIES
This section discusses debt securities we may offer under this
prospectus.
We may issue debt securities under one or more indentures, entered into
between us and Deutsche Bank, New York, New York, as trustee, or another trustee
we choose that is qualified to act as trustee under the Trust Indenture Act of
1939. The indentures will be governed by the Trust Indenture Act.
The following is a summary of the indentures. It does not restate the
indentures entirely. We urge you to read the indentures. We are filing the
indentures as exhibits to the registration statement of which this prospectus is
a part, and you may inspect them at the office of the trustee, or as described
under the heading "Where You Can Find More Information." References below to an
"indenture" are references to the applicable indenture under which we issue a
particular series of debt securities.
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TERMS OF THE DEBT SECURITIES
Our debt securities will be unsecured obligations of SLM Holding
Corporation. We may issue them in one or more series. Authorizing resolutions or
a supplemental indenture will set forth the specific terms of each series of
debt securities. We will provide a prospectus supplement for each series of debt
securities that will describe:
- the title of the debt securities and whether the debt
securities are senior or subordinated debt securities;
- the aggregate principal amount of the debt securities and any
limit upon the aggregate principal amount or aggregate initial
public offering price of the series of debt securities;
- the price or prices (which may be expressed as a percentage of
the aggregate principal amount) at which the debt securities
will be issued;
- the date or dates on which principal and premium, if any, of
the debt securities will be payable and the amount of
principal that will be payable;
- the rate or rates (which may be fixed or variable) at which
the debt securities will bear interest, if any, and the date
or dates from which interest will accrue, the date or dates on
which interest will be payable and the record date for the
interest payable on any payment date;
- the currency or currencies in which principal, premium, if
any, and interest, if any, will be payable;
- the place or places where principal, premium, if any, and
interest, if any, on the debt securities will be payable, and
where debt securities that are in registered form can be
presented for registration of transfer, conversion or
exchange;
- the extent to which any of the debt securities will be
issuable in temporary or permanent global form, the depositary
for any global security, the terms and conditions (if any)
upon which a global security may be exchanged in whole or in
part for definitive securities and the manner in which any
interest payable on a temporary or permanent global debt
security will be paid;
- if other than $1,000 and integral multiples of $1,000 for
registered securities and $5,000 and integral multiples of
$5,000 for bearer securities, the denomination or
denominations in which we will issue the debt securities;
- whether any of the debt securities are to be issuable as
registered securities, bearer securities or both, whether debt
securities are to be issuable with or without coupons or both
and, if issuable as bearer securities, the date as of which
the bearer securities
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will be dated (if other than the date of original issuance of
the first debt security of that series of like tenor and term
to be issued);
- whether, and under what conditions, we will pay any additional
amounts with respect to the debt securities
- whether and how we can designate any of our subsidiaries a
"restricted" or "unrestricted" subsidiary;
- any material covenants to which the debt securities will be
subject;
- our rights, if any, to exchange or convert the debt securities
with or into common or preferred stock.
- any provisions regarding our right to redeem or purchase debt
securities or the right of holders to require us to redeem or
purchase debt securities;
- the right, if any, of holders of debt securities to convert
them into our common stock or other securities, including any
provisions intended to prevent dilution of conversion rights;
- any provisions requiring or permitting us to make payments to
a sinking fund to be used to redeem debt securities or a
purchase fund to be used to purchase debt securities;
- the percentage of the principal amount at which debt
securities will be issued and, if other than the full
principal amount, the percentage of the principal amount of
the debt securities that is payable if maturity of the debt
securities is accelerated because of a default;
- the terms, if any, upon which debt securities are subordinate
to our other indebtedness;
- any additions to, modifications of or deletions from the terms
of the debt securities with respect to events of default,
covenants or other provisions set forth in the indenture; and
- any other material terms of the debt securities that are
different than the terms set forth in this prospectus, or the
extent, if any, to which the terms set forth in this
prospectus do not apply to the debt securities being offered.
EVENTS OF DEFAULT AND REMEDIES
An event of default with respect to any series of debt securities will
be defined in the indenture or applicable supplemental indenture as being:
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- default in payment of the principal of or premium, if any, on
any of the debt securities of that series when due;
- default for 30 days in payment of any installment of interest
on any debt security of that series beyond any applicable
grace period;
- default for 60 days after notice in the observance or
performance of any other covenants in the indenture or
applicable supplemental indenture relating to that series;
- our bankruptcy, insolvency or reorganization; and
- any other event of default provided with respect to debt
securities of any series.
The indenture will provide that the trustee may withhold notice to the
holders of any series of debt securities of any default, except a default in
payment of principal, premium, if any, or interest, if any, with respect to a
series of debt securities, if the trustee considers it in the interest of the
holders of that series of debt securities to do so.
The indenture will provide that if any event of default (other than our
bankruptcy, insolvency or reorganization) has occurred and is continuing with
respect to any series of debt securities, the trustee or the holders of not less
than 25% in principal amount of all series of debt securities then outstanding
affected by any such event of default, voting together as a single class, may
declare the principal of all the debt securities of those series to be due and
payable immediately. If our bankruptcy, insolvency or reorganization causes an
event of default, the principal amount of all series of debt securities that are
affected by the event of default will be immediately due and payable without any
declaration or action by the trustee or the holders. The holders of a majority
in principal amount of the debt securities of all series then outstanding that
are affected by an event of default, acting as a single class, by written notice
to the trustee and to us, may waive any event of default, other than any event
of default in payment of principal or interest. Holders of a majority in
principal amount of then-outstanding debt securities of any series affected by
an event of default that were entitled to declare the event of default may
rescind an acceleration and its consequences, except an acceleration due to
nonpayment of principal or interest, if the rescission would not conflict with
any judgment or decree and if all existing events of default with respect to
those series have been cured or waived.
The holders of a majority of the outstanding principal amount of the
debt securities of any series will have the right to direct the time, method and
place of conducting any proceedings for any remedy available to the trustee with
respect to that series, subject to limitations specified in the indenture.
DEFEASANCE
The indenture will permit us to terminate all of our obligations under
the indenture as they relate to any particular series of debt securities, other
than the obligation to pay interest or premium (if any) on and the principal of
the debt securities of that series, at any time, by:
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- depositing in trust with the trustee, under an irrevocable
trust agreement, money or U.S. government obligations in an
amount sufficient to pay principal of and interest or premium,
if any, on the debt securities of that series to their
maturity; and
- complying with other conditions, including delivery to the
trustee of an opinion of counsel or a ruling received from the
Internal Revenue Service to the effect that holders will not
recognize income, gain or loss for federal income tax purposes
as a result of our exercise of this right and will be subject
to federal income tax on the same amount and in the same
manner and at the same times as would have been the case
otherwise.
In addition, the indenture will permit us to terminate all of our
obligations under the indenture as they relate to any particular series of debt
securities, including the obligations to pay interest or premium (if any) on and
the principal of the debt securities of that series, at any time, by:
- depositing in trust with the trustee, under an irrevocable
trust agreement, money or U.S. government obligations in an
amount sufficient to pay principal of and interest or premium,
if any, on the debt securities of that series to their
maturity; and
- complying with other conditions, including delivery to the
trustee of an opinion of counsel or a ruling received from the
Internal Revenue Service to the effect that holders will not
recognize income, gain or loss for federal income tax purposes
as a result of our exercise of this right and will be subject
to federal income tax on the same amount and in the same
manner and at the same times as would have been the case
otherwise, which opinion is based upon a change in the
applicable federal tax law since the date of the indenture.
REGISTRATION AND TRANSFER
Unless we indicate otherwise in the applicable prospectus supplement,
we will issue debt securities only as registered securities without coupons.
Debt securities that we issue as bearer securities will have interest coupons
attached, unless we indicate otherwise in the applicable prospectus supplement.
With respect to registered securities, we will keep or cause to be kept
a register in which we will provide for the registration of registered
securities and the registration of transfers of registered securities. We will
appoint a "security registrar," and we may appoint any "co-security registrar,"
to keep the security register.
Upon surrender for registration of transfer of any registered security
of any series at our office or agency maintained for that purpose in a place of
payment for that series, we will execute one or more new registered securities
of that series in any authorized denominations, with the same aggregate
principal amount and terms. At the option of the holder, a holder may exchange
registered securities of any series for other registered securities of that
series, or bearer
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securities (along with all necessary related coupons) of any series for
registered securities of the same series. Registered securities will not be
exchangeable for bearer securities in any event.
We will agree in the indenture that we will maintain in each place of
payment for any series of debt securities an office or agency where:
- any debt securities of each series may be presented or
surrendered for payment;
- any registered securities of that series may be surrendered
for registration of transfer;
- debt securities of that series may be surrendered for exchange
or conversion; and
- notices and demands to or upon us in respect of the debt
securities of that series and the indenture may be served.
Unless we state otherwise in the applicable prospectus supplement, we
will not charge holders for any registration of transfer or exchange of debt
securities. We may require holders to pay for any tax or other governmental
charge that may be imposed in connection with any such registration of transfer
or exchange, other than exchanges expressly provided in the indenture to be made
at our own expense or without expense or without charge to the holders.
GLOBAL SECURITIES
We may issue debt securities of a series, in whole or in part, in the
form of one or more global securities, registered in the name of Cede & Co., the
nominee of The Depository Trust Company, New York, New York, unless the
prospectus supplement describes another depositary or states that no global
securities will be issued. Unless and until it is exchanged in whole or in part
for the individual debt securities it represents, a global security may not be
transferred except as a whole by:
- DTC to its nominee;
- DTC's nominee to the depositary or another nominee of the
depositary; or
- DTC or any nominee to a successor depositary or any nominee of
that successor.
Upon the issuance of a global security, DTC will credit, on its
book-entry registration and transfer system, the principal amount of the
securities represented by the global security to accounts of institutions that
have accounts with DTC. Institutions that have accounts with DTC are referred to
as "participants." The accounts to be credited will be designated by the agents,
or by us if we sell the securities directly. Owners of beneficial interests in a
global security that are not participants or persons that may hold through
participants but desire to purchase, sell or otherwise transfer ownership of the
securities by book-entry on the records of DTC may do so only through
participants and persons that may hold through participants. Because DTC can
only act on behalf of participants and persons that may hold through
participants, the ability of an owner of a beneficial interest in a global
security to pledge securities to persons or entities that
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<PAGE>
do not participate in the book-entry and transfer system of DTC, or otherwise
take actions in respect of the securities, may be limited. In addition, the laws
of some states require that some purchasers of securities take physical delivery
of such securities in definitive form. These limits and laws may impair a
purchaser's ability to transfer beneficial interests in a global security.
So long as DTC, or its nominee, is the registered owner of a global
security, DTC or its nominee will be considered the sole owner or holder of the
securities represented by the global security for all purposes under the
indenture. Generally, owners of beneficial interest in a global security will
not be entitled to have securities represented by the global security registered
in their names, will not receive or be entitled to receive physical delivery of
securities in definitive form and will not be considered the owners or holders
of the securities under the applicable indenture.
Principal and interest payments on securities registered in the name of
DTC or its nominee will be made to DTC or its nominee as the registered owner of
a global security. Neither we, the trustee, any paying agent nor the security
registrar will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in a global security or for maintaining, supervising or reviewing any
records relating to the beneficial ownership interests.
We expect that DTC, upon receipt of any payment of principal or
interest, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of a global security as shown on the records of DTC. We also expect that
payments by participants to owners of beneficial interests in a global security
held through the participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers and registered in "street name," and will be the responsibility of
such participants. Owners of beneficial interests in a global security that hold
through DTC under a book-entry format (as opposed to holding certificates
directly) may experience some delay in the receipt of interest payments since
DTC will forward payments to its participants, which in turn will forward them
to persons that hold through participants.
If DTC is at any time unwilling or unable to continue as depositary and
a successor depositary is not appointed by us or DTC within ninety days, we will
issue securities in definitive registered form in exchange for a global
security. In addition, either we or DTC may at any time, in our sole discretion,
determine not to have the securities represented by a global security and, in
that event, we will issue securities in definitive registered form in exchange
for the global security. In either instance, an owner of a beneficial interest
in a global security will be entitled to have securities equal in principal
amount to the beneficial interest registered in its name and will be entitled to
physical delivery of the securities in definitive form.
DTC has advised us as follows: DTC is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was
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created to hold securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants in
those securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of
securities certificates. DTC's participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations, some of whom own DTC. Access to DTC's book-entry system is
also available to others, including banks, brokers, dealers and trust
companies, that clear through or maintain a custodian relationship with a
participant, whether directly or indirectly.
DTC has also advised us that DTC management is aware that some computer
applications, systems and the like for processing data that depend on
calendar dates, including dates before, on and after January 1, 2000, may
encounter "Year 2000 problems." DTC has informed its participants and other
members of the financial community that it has developed and is implementing
a program so that its computer systems, as they relate to the timely payment
of distributions, including principal and income payments, to
securityholders, book-entry deliveries, and settlement of trades within DTC,
continue to function appropriately. This program includes a technical
assessment and a remediation plan, each of which is complete. Additionally,
DTC's plan includes a testing phase, which is expected to be completed within
appropriate time frames. However, DTC's ability to perform properly its
services also depends upon other parties, including but not limited to
issuers, issuer's agents, third-party vendors from whom DTC licenses software
and hardware and third-party vendors on whom DTC relies for information or
the provision of services, including telecommunication and electrical utility
service providers, among others. DTC has informed its participants and other
members of the financial community that it is contacting, and will continue
to contact, third-party vendors from whom DTC acquires services to impress
upon them the importance of such services being Year 2000 compliant; and to
determine the extent of their efforts for Year 2000 remediation, and, as
appropriate, testing, of their services. In addition, DTC is in the process
of developing contingency plans it deems appropriate.
DTC has advised us that the above information with respect to DTC's Year
2000 efforts has been provided to its participants and other members of the
financial community for informational purposes only and is not intended to
serve as a representation, warranty or contract modification of any kind.
PAYMENT AND PAYING AGENTS
Unless we indicate otherwise in a prospectus supplement:
- we will maintain an office or agency in each place of payment
for any series of debt securities where debt securities of
that series may be presented or surrendered for payment; we
may also from time to time designate one or more other offices
or agencies where debt securities of one or more series may be
presented or surrendered for payment and may appoint one or
more paying agents for the payment of debt securities, in one
or more other cities, and may from time to time rescind these
designations and appointments;
- at our option, we may pay any interest by check mailed to the
address of the person entitled to payment as that address
appears in the applicable security register kept by us;
- we will pay any installment of interest on registered
securities to the person in whose name the debt security is
registered at the close of business on the regular record date
for that payment; and
- we will pay principal of, premium, if any, and any interest on
bearer securities, subject to any applicable laws and
regulations, at the offices of the paying agents outside the
United States that we designate from time to time or, at the
option of the holder, by check mailed to an address outside
the United States or by transfer to an account maintained by
the payee with a bank located outside the United States.
The holder of any coupon relating to a bearer security will be entitled
to receive the interest payable on that coupon upon presentation and surrender
of the coupon on or after the interest payment date of the coupon as specified
above. We will not make payment with respect to any bearer security at any of
our offices or agencies in the United States, by check mailed to any address in
the United States or by transfer to an account maintained with a bank located in
the United States.
AMENDMENT, SUPPLEMENT AND WAIVER
Without the consent of any holder, we and the trustee may amend or
supplement the indenture or the debt securities to:
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- cure any ambiguity, defect or inconsistency;
- create a series and establish its terms as permitted under the
indenture;
- provide for uncertificated debt securities in addition to or
in place of certificated debt securities;
- add to, change or eliminate the provisions of the indenture if
the addition, change or elimination becomes effective only
when there is no debt security outstanding of a series created
prior to the execution of the supplemental indenture that is
adversely affected, or the addition, change or elimination
does not apply to any outstanding debt securities; or
- make any change that does not materially adversely affect the
rights of any holder.
With the exceptions discussed below, we and the trustee may amend or
supplement the indenture or the debt securities of a particular series with the
consent of the holders of at least a majority in aggregate principal amount of
the debt securities of that series then outstanding. In addition, the holders of
a majority in principal amount of the debt securities of all affected series
then outstanding, acting as a single class, may waive any existing default
under, or compliance with, any provision of the indenture relating to the
affected series of debt securities, other than any event of default in payment
of interest or principal. These consents and waivers may be obtained in
connection with a tender offer or exchange offer for debt securities.
Without the consent of each holder affected, we and the trustee may
not:
- reduce the amount of debt securities of a series whose holders
must consent to an amendment, supplement or waiver;
- reduce the rate of or change the time for payment of interest;
- reduce the principal or premium of or change the fixed
maturity of any debt security, or alter the provisions with
respect to redemptions or mandatory offers to repurchase debt
securities;
- make any debt security payable at a place or in money other
than that stated in the debt security;
- modify the ranking or priority of the debt securities;
- change our obligation to pay additional amounts (except as
contemplated and permitted by the indenture) on any debt
security issued pursuant to the indenture;
- impair the right to institute suit for the enforcement of any
such payment on or after the stated maturity of the payment
(or, in the case of redemption or repayment, on or after the
redemption date or repayment date);
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- reduce the indenture's requirements for a quorum at a meeting
of holders;
- change our obligation to maintain an office or agency in the
places and for the purposes specified in the indenture; or
- waive a continuing default in the payment of principal of or
interest on the debt securities.
The right of any holder to participate in any consent required or
sought pursuant to any provision of the indenture, and our obligation to obtain
any consent otherwise required from a holder, may be subject to the requirement
that the holder is the holder of record of any debt securities with respect to
which consent is required or sought as of a date identified by the trustee in a
notice furnished to holders in accordance with the indenture.
CONCERNING THE TRUSTEE
Deutsche Bank, the trustee, provides and may continue to provide
various services to us in the ordinary course of its business. The indenture
will contain limitations on the rights of the trustee, should it become our
creditor, to obtain payment of claims in specified cases or to realize on
property received in respect of any claim as security or otherwise. The
indenture will permit the trustee to engage in other transactions; but if it
acquires any conflicting interest, it must eliminate the conflict or resign.
The indenture will provide that in case an event of default occurs and
is not cured, the trustee will be required, in the exercise of its power, to use
the degree of care of a prudent person in similar circumstances in the conduct
of its own affairs. The trustee may refuse to perform any duty or exercise any
right or power under the indenture, unless it receives indemnity satisfactory to
it against any loss, liability or expense.
GOVERNING LAW
The laws of the State of New York will govern the indenture and the
debt securities.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock is 250,000,000 shares of common stock,
$.20 par value, and 20,000,000 shares of preferred stock, no par value. As of
June 30, 1999, 160,907,908 shares of our common stock and no shares of our
preferred stock were outstanding.
COMMON STOCK
We are registering shares of our common stock primarily to preserve
our flexibility to deliver or sell shares of our common stock in connection
with the settlement of privately negotiated equity forward purchase
contracts. We may also issue common stock upon conversion, exercise or
exchange of any debt securities, preferred stock or warrants.
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Our common stock is described in our registration statement on Form
8-A, which we filed with the SEC on August 7, 1997, as amended by our Form
8-A/A, which we filed with the SEC on July 27, 1999. These documents are
incorporated by reference into this prospectus.
We will distribute a prospectus supplement with regard to each issue of
common stock. Each prospectus supplement will describe the specific terms of the
common stock offered through that prospectus supplement and any general terms
outlined in our Form 8-A, as amended, that will not apply to that common stock.
PREFERRED STOCK
We may issue preferred stock in one or more series with any rights and
preferences that may be authorized by our board of directors. We will distribute
a prospectus supplement with regard to each particular series of preferred
stock. Each prospectus supplement will describe, as to the series of preferred
stock to which it relates:
- the title of the series of preferred stock;
- any limit upon the number of shares of the series of preferred
stock that may be issued;
- the preference, if any, to which holders of the series of
preferred stock will be entitled upon our liquidation;
- the date or dates, if any, on which we will be required or
permitted to redeem the preferred stock;
- the terms, if any, on which we or holders of the preferred
stock will have the option to cause the preferred stock to be
redeemed or purchased;
- the voting rights, if any, of the holders of the preferred
stock;
- the dividends, if any, that will be payable with regard to the
series of preferred stock, which may be fixed dividends or
participating dividends, and may be cumulative or
non-cumulative;
- the right, if any, of holders of the preferred stock to
convert it into another class of our stock or securities,
including provisions intended to prevent dilution of those
conversion rights;
- any provisions by which we will be required or permitted to
make payments to a sinking fund to be used to redeem preferred
stock, or a purchase fund to be used to purchase preferred
stock; and
- any other material terms of the preferred stock.
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Any or all of these rights may be greater than the rights of the
holders of common stock.
Our board of directors, without shareholder approval, may issue
preferred stock with voting, conversion or other rights that could adversely
affect the voting power and other rights of the holders of our common stock. The
terms of the preferred stock that might be issued could conceivably prohibit us
from:
- consummating a merger;
- reorganizing;
- selling substantially all of our assets;
- liquidating; or
- engaging in other extraordinary corporate transactions without
shareholder approval.
Preferred stock could therefore be issued with terms calculated to
delay, defer or prevent a change in our control or to make it more difficult to
remove our management. Our issuance of preferred stock may have the effect of
decreasing the market price of the common stock.
DESCRIPTION OF WARRANTS
We may issue:
- warrants for the purchase of debt securities, preferred stock,
common stock or units of two or more of these types of
securities;
- currency warrants, which are warrants or other rights relating
to foreign currency exchange rates; or
- index warrants, which are warrants for the purchase or sale of
debt securities of, or guaranteed by, the United States
government or its agencies, units of a stock index or a stock
basket or a commodity or a unit of a commodity index.
Warrants may be issued independently or together with debt securities, preferred
stock or common stock, and may be attached to or separate from any offered
securities. Each series of warrants will be issued under a separate warrant
agreement to be entered into between us and a bank or trust company, as warrant
agent. The warrant agent will act solely as our agent in connection with the
warrants and will not assume any obligation or relationship of agency or trust
for or with any registered holders of warrants or beneficial owners of warrants.
We will distribute a prospectus supplement with regard to each issue of
warrants. Each prospectus supplement will describe:
- in the case of warrants to purchase debt securities, the
designation, aggregate principal amount, currencies,
denominations and terms of the series of debt securities
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purchasable upon exercise of the warrants, and the price at
which you may purchase the debt securities upon exercise;
- in the case of warrants to purchase preferred stock, the
designation, number of shares, stated value and terms, such as
liquidation, dividend, conversion and voting rights, of the
series of preferred stock purchasable upon exercise of the
warrants, and the price at which you may purchase shares of
preferred stock of that series upon exercise;
- in the case of warrants to purchase common stock, the number
of shares of common stock purchasable upon the exercise of the
warrants and the price at which you may purchase shares of
common stock upon exercise;
- in the case of currency warrants, the designation, aggregate
principal amount, whether the currency warrants are put or
call currency warrants or both, the formula for determining
any cash settlement value, exercise procedures and conditions,
the date on which your right to exercise the currency warrants
commences and the date on which your right expires, and any
other terms of the currency warrants;
- in the case of index warrants, the designation, aggregate
principal amount, the procedures and conditions relating to
the exercise of the index warrants, the date on which your
right to exercise the index warrants commences and the date on
which your right expires, the national securities exchange on
which the index warrants will be listed, if any, and any other
material terms of the index warrants;
- in the case of warrants to purchase units of two or more
securities, the type, number and terms of the units
purchasable upon exercise of the warrants and the price at
which you may purchase units upon exercise;
- the period during which you may exercise the warrants;
- any provision adjusting the securities that may be purchased
on exercise of the warrants, and the exercise price of the
warrants, to prevent dilution or otherwise;
- the place or places where warrants can be presented for
exercise or for registration of transfer or exchange; and
- any other material terms of the warrants.
Unless we provide otherwise in the applicable prospectus supplement,
warrants for the purchase of preferred stock and common stock will be offered
and exercisable for U.S. dollars only, and will be issued in registered form
only. The exercise price for warrants will be subject to adjustment as described
in the applicable prospectus supplement.
Prior to the exercise of any warrants to purchase debt securities,
preferred stock or common stock, holders of the warrants will not have any of
the rights of holders of the securities purchasable upon exercise, including:
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- in the case of warrants for the purchase of debt securities,
the right to receive payments of principal of or any premium
or interest on the debt securities purchasable upon exercise,
or to enforce covenants in the applicable indenture; or
- in the case of warrants for the purchase of preferred stock or
common stock, the right to vote or to receive any payments of
dividends on the preferred stock or common stock purchasable
upon exercise.
PLAN OF DISTRIBUTION
We may sell any of the securities being offered by this prospectus
separately or together:
- through agents;
- to or through underwriters;
- through dealers;
- through a block trade in which the broker or dealer engaged to
handle the block trade will attempt to sell the securities as
agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
- in exchange for our outstanding indebtedness;
- directly to purchasers, through a specific bidding, auction or
other process; or
- through a combination of any of these methods of sale.
If the securities offered under this prospectus are issued in exchange
for our outstanding securities, the applicable prospectus supplement will
describe the terms of the exchange, the identity of and the terms of sale of the
securities offered under this prospectus by the selling security holders.
The distribution of securities may be effected from time to time in one
or more transactions at a fixed price or prices that may be changed, at market
prices prevailing at the time of sale or prices related to prevailing market
prices or at negotiated prices.
Agents designated by us from time to time may solicit offers to
purchase the securities. We will name any agent involved in the offer or sale of
the securities and set forth any commissions payable by us to an agent in the
prospectus supplement. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period of its
appointment. Any agent may be deemed to be an "underwriter" of the securities as
that term is defined in the Securities Act.
If we utilize an underwriter or underwriters in the sale of securities,
we will execute an underwriting agreement with the underwriter or underwriters
at the time we reach an agreement for sale. We will set forth in the prospectus
supplement the names of the specific managing
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underwriter or underwriters, as well as any other underwriters, and the terms of
the transactions, including compensation of the underwriters and dealers. This
compensation may be in the form of discounts, concessions or commissions.
Underwriters and others participating in any offering of securities may engage
in transactions that stabilize, maintain or otherwise affect the price of
securities. We will describe any of these activities in the prospectus
supplement.
If a dealer is utilized in the sale of the securities, we or an
underwriter will sell securities to the dealer, as principal. The dealer may
then resell the securities to the public at varying prices to be determined by
the dealer at the time of resale. The prospectus supplement will set forth the
name of the dealer and the terms of the transactions.
We may directly solicit offers to purchase the securities, and we may
sell directly to institutional investors or others. These persons may be deemed
to be underwriters within the meaning of the Securities Act with respect to any
resale of the securities. The prospectus supplement will describe the terms of
any direct sales, including the terms of any bidding or auction process, if
utilized.
Agreements we enter into with agents, underwriters and dealers may
entitle them to indemnification by us against specified liabilities, including
liabilities under the Securities Act, or to contribution by us to payments they
may be required to make in respect of these liabilities. The prospectus
supplement will describe the terms and conditions of indemnification or
contribution. Some of the agents, underwriters or dealers, or their affiliates,
may be our customers, or engage in transactions with or perform services for us
and our subsidiaries in the ordinary course of business.
No securities may be sold under this prospectus without delivery (in
paper format, in electronic format on the Internet, or both) of the applicable
prospectus supplement describing the method and terms of the offering.
LEGAL MATTERS
Marianne M. Keler, Esq., who is our Senior Vice President and General
Counsel, or another of our lawyers, will issue an opinion about the legality of
the securities offered by this prospectus. Ms. Keler owns shares of our common
stock and holds stock options and stock-based awards under our compensation and
management incentive plans. She may receive additional awards under these plans
in the future. Certain legal matters will be passed upon for any underwriters or
agents by Gibson, Dunn & Crutcher LLP, San Francisco, California. Gibson, Dunn &
Crutcher LLP represents us in other legal matters.
EXPERTS
The financial statements and schedules included in our annual report on
Form 10-K for the fiscal year ended December 31, 1998 and incorporated by
reference in this prospectus have been audited for the fiscal years ended
December 31, 1998 and December 31, 1997 by Arthur Andersen LLP, independent
public accountants, as indicated in their reports thereon, and for the fiscal
year ended December 31, 1996 by Ernst & Young LLP, independent auditors, as
indicated
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in their report thereon, and are incorporated by reference in this prospectus
and registration statement in reliance upon the authority of such firms as
experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by us in connection
with the offering of the securities being registered, other than discounts
and commissions.
<TABLE>
<S> <C>
Registration Fee.......................................... $ 166,800
Printing Expenses......................................... $ 100,000*
Legal Fees and Expenses................................... $ 50,000*
Accounting Fees and Expenses.............................. $ 25,000*
Blue Sky Fees and Expenses................................ $ 10,000*
Trustee, Transfer Agent and Registrar Fees and Expenses... $ 30,000*
Rating Agency Fees and Expenses........................... $ 600,000*
Miscellaneous............................................. $ 500*
---------
Total................................................ $ 982,300*
---------
---------
</TABLE>
*estimated
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article XIII of SLM Holding's By-Laws provides for indemnification of the
officers and directors of SLM Holding 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,
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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 SLM Holding and its subsidiaries are
covered by a policy of insurance under which they are insured, within 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.
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
--- -----------------------------------------------------------------------------
<S> <C>
**1.1 Standard Underwriting Provisions (Debt Securities), July 1999
**1.2 Standard Underwriting Provisions (Preferred Stock), July 1999
**1.3 Standard Underwriting Provisions (Warrants), July 1999
**4.1 Form of Indenture
**4.2 Form of Warrant Agreement
4.3 Amended and Restated Certificate of Incorporation of SLM Holding Corporation
(incorporated by reference to the registrant's registration statement of Form
S-1 (File No. 333-21217))
4.4 Bylaws of SLM Holding Corporation (incorporated by reference to the
registrant's registration statement of Form S-1 (File No. 333-21217))
**5.1 Opinion of Marianne M. Keler, Esq.
*12.1 Statement of Computation of Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ernst & Young LLP
*24.1 Power of Attorney (included on the signature page hereof)
**25.1 Statement of Eligibility of Trustee on Form T-1
- -------------
</TABLE>
* Filed herewith.
** To be filed pursuant to an amendment.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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.
(4) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities Act of 1933 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 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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(6) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared effective.
(7) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
(8) The undersigned Registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, SLM Holding
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Reston, Virginia on the 22nd day of July, 1999.
SLM HOLDING CORPORATION
/s/ EDWARD A. FOX
-------------------------------------------
By: Edward A. Fox
Its: Chairman of the Board of Directors
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each
of Marianne M. Keler and Mary F. Eure as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for such person and in his or her name, place and stead, in any and all
capacities, to sign any or all further amendments (including post-effective
amendments) to this Registration Statement (and any additional Registration
Statement related hereto permitted by Rule 462(b) promulgated under the
Securities Act of 1933 (and all further amendments, including post-effective
amendments, thereto)), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each 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 connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
each said attorney-in-fact and agent, or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Edward A. Fox Chairman of the Board of July 22, 1999
------------------- Directors
Edward A. Fox
/s/ Albert L. Lord Chief Executive Officer July 22, 1999
-------------------- (principal executive officer)
Albert L. Lord
/s/ Mark G. Overend Chief Financial Officer July 12, 1999
--------------------- (principal financial and
Mark G. Overend accounting officer)
/s/ James E. Brandon Director July 12, 1999
---------------------
James E. Brandon
/s/ Charles L. Daley Director July 22, 1999
----------------------
Charles L. Daley
/s/ William M. Diefenderfer Director July 12, 1999
----------------------------
William M. Diefenderfer
/s/ Diane S. Gilleland Director July 13, 1999
-----------------------
Diane S. Gilleland
/s/ Ann Torre Grant Director July 22, 1999
--------------------
Ann Torre Grant
/s/ Ronald F. Hunt Director July 14, 1999
-------------------
Ronald F. Hunt
/s/ Benjamin J. Lambert, III Director July 12, 1999
-----------------------------
Benjamin J. Lambert, III
/s/ Marie V. McDemmond Director July 17, 1999
-----------------------
Marie V. McDemmond
/s/ Barry A. Munitz Director July 12, 1999
--------------------
Barry A. Munitz
/s/ A. Alexander Porter Director July 22, 1999
------------------------
A. Alexander Porter
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Wolfgang Schoellkopf Director July 14, 1999
-------------------------
Wolfgang Schoellkopf
/s/ Steven L. Shapiro Director July 12, 1999
----------------------
Steven L. Shapiro
/s/ Randolph H. Waterfield Director July 12, 1999
---------------------------
Randolph H. Waterfield
</TABLE>
II-7
<PAGE>
Exhibit 12.1
SLM HOLDING CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three months ended
Years ended December 31, March 31,
------------------------------------------------------------------ --------------------
1994 1995 1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Pre-tax income from continuing
operations before adjustment
for minority interests in
consolidated subsidiaries $ 591,095 $ 504,897 $ 600,327 $ 759,748 $ 750,131 $208,604 $170,387
Add: Fixed charges 2,158,947 3,039,522 2,600,048 2,544,584 1,948,995 544,363 463,559
Less: Other adjustments -- (2,421) (711) -- -- -- --
Less: Preferred dividends (16,452) (16,452) (16,452) (18,428) (23,998) (6,000) (5,846)
---------- ---------- ---------- ---------- ---------- -------- --------
Total earnings $2,733,590 $3,525,546 $3,183,212 $3,285,904 $2,675,128 $746,967 $628,100
---------- ---------- ---------- ---------- ---------- -------- --------
---------- ---------- ---------- ---------- ---------- -------- --------
Fixed charges
Interest expenses $2,142,495 $3,020,649 $2,582,885 $2,526,156 $1,924,997 $538,363 457,713
Preferred dividends 16,452 16,452 16,452 18,428 23,998 6,000 5,846
Other adjustments -- 2,421 711 -- -- -- --
---------- ---------- ---------- ---------- ---------- -------- --------
Total fixed charges $2,158,947 $3,039,522 $2,600,048 $2,544,584 $1,948,995 $544,363 $463,559
---------- ---------- ---------- ---------- ---------- -------- --------
---------- ---------- ---------- ---------- ---------- -------- --------
Ratio of earnings to fixed charges
and preferred stock dividends 1.27 1.16 1.22 1.29 1.37 1.37 1.35
---------- ---------- ---------- ---------- ---------- -------- --------
---------- ---------- ---------- ---------- ---------- -------- --------
Ratio of earnings to fixed charges 1.27 1.16 1.23 1.29 1.38 1.38 1.36
---------- ---------- ---------- ---------- ---------- -------- --------
---------- ---------- ---------- ---------- ---------- -------- --------
</TABLE>
For purposes of the "earnings" computation, "other adjustments" includes
capitalized interest cost.
For purposes of the "fixed charges" computation, "other adjustments" includes
capitalized interest cost.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 of our report dated January 14, 1999 included in
SLM Holding Corporation's Form 10-K for the year ended December 31, 1998.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
July 28, 1999
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-00000) and related Prospectus of SLM
Holding Corporation for the registration of $600,000,000 of debt securities,
common stock, preferred stock or warrants and to the incorporation by
reference therein of our report dated January 13, 1997, with respect to the
consolidated financial statements of SLM Holding Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
July 28, 1999
