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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
SLM HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-2013874
(State of incorporation or organization) (I.R.S. Employer Identification No.)
11600 SALLIE MAE DRIVE, RESTON, VIRGINIA 20193
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------------------------------- --------------------------------
6.970% CUMULATIVE REDEEMABLE PREFERRED NEW YORK STOCK EXCHANGE
STOCK, SERIES A, PAR VALUE $.20 PER SHARE
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-83941
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the 6.970% Cumulative Redeemable Preferred Stock,
Series A, par value $.20 per share ("Series A Preferred Stock"), of SLM
Holding Corporation (the "Company") shall be contained in a Prospectus
Supplement to be filed with the Securities and Exchange Commission pursuant
to Rule 424(b)(2) under the Securities Act of 1933, as amended. Such
Prospectus Supplement shall supplement the Prospectus contained in the
Company's Registration Statement on Form S-3 (File No. 333-83941), which
became effective on October 19, 1999. Such Prospectus Supplement shall be
deemed to be incorporated herein by reference for all purposes.
ITEM 2. EXHIBITS.
The securities described herein are to be registered on the New York
Stock Exchange, on which other securities of the Company are registered.
Accordingly, the following exhibits, required to be filed herewith in accordance
with the Instructions as to Exhibits to Form 8-A, have been duly filed with the
New York Stock Exchange:
(1) Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 4.3 of the
registrant's registration statement on Form S-1 (File No.
333-21217))
(2) Bylaws of the Company (incorporated by reference to Exhibit
4.4 of the registrant's registration statement on Form S-1
(File No. 333-21217))
(3) Certificate of Designation of Powers, Preferences, Rights,
Privileges, Qualifications, Limitations, Restrictions, Terms
and Conditions of 6.970% Cumulative Redeemable Preferred
Stock, Series A.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
SLM HOLDING CORPORATION
By: /s/ Mark G. Overend
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Mark G. Overend
Senior Vice President and Chief Financial
Officer
DATED: November 10, 1999
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EXHIBIT 3
SLM HOLDING CORPORATION
CERTIFICATE OF DESIGNATION, POWERS,
PREFERENCES, RIGHTS, PRIVILEGES, QUALIFICATIONS,
LIMITATIONS, RESTRICTIONS, TERMS AND CONDITIONS
OF
6.970% CUMULATIVE REDEEMABLE
PREFERRED STOCK, SERIES A
I, Mary F. Eure, Secretary of SLM Holding Corporation, a Delaware
corporation (the "Corporation"), do hereby certify that, pursuant to Section 151
of the Delaware General Corporation Law and Article Fourth of the Corporation's
Amended and Restated Certificate of Incorporation, (a) on September 23, 1999 the
board of directors of the Corporation (the "Board of Directors") appointed a
Preferred Stock Issuance Committee of the Board of Directors and delegated
authority to such committee to create and designate one or more series of
preferred stock of the Corporation and, to the extent that the powers,
preferences and other special rights of such series, and the qualifications,
limitations and restrictions thereof, are not stated and expressed in the
Corporation's Amended and Restated Certificate of Incorporation, to fix the
powers, preferences and other special rights of such series and the
qualifications, limitations and restrictions and other terms and conditions
thereof, and (b) on November 10, 1999, the Preferred Stock Issuance Committee
adopted the resolutions shown immediately below, which resolutions of the Board
of Directors and the Preferred Stock Issuance Committee are now, and at all
times since their respective dates of adoption have been, in full force and
effect:
RESOLVED, that the Preferred Stock Issuance Committee does hereby create,
authorize and provide for the issuance of the 6.970% Cumulative Redeemable
Preferred Stock, Series A, par value $0.20 per share, with the following
designation, powers, preferences, rights, privileges, qualifications,
limitations, restrictions, terms and conditions:
1. DESIGNATION, PAR VALUE, NUMBER OF SHARES AND SENIORITY
The series of preferred stock of the Corporation created hereby (the
"Series A Preferred Stock") shall be designated "6.970% Cumulative Redeemable
Preferred Stock, Series A," shall have a par value of $0.20 per share and
shall consist of up to 4,000,000 shares. Subject to the requirements of
applicable law and the terms and conditions of the Corporation's Amended and
Restated Certificate of Incorporation, the Board of Directors shall be
permitted to increase the authorized number of shares of such series at any
time. The Series A Preferred Stock shall rank, both as to dividends and upon
liquidation, prior to the common stock of the Corporation (the "Common
Stock") to the extent provided in this Certificate and the Corporation's
Amended and Restated Certificate of Incorporation and shall rank, both as to
dividends and upon liquidation, on a parity with any other class or series of
preferred stock the Corporation may from time to time issue (the "Parity
Preferred Stock").
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2. DIVIDENDS
(a) The holders of outstanding shares of Series A Preferred Stock
shall be entitled to receive, ratably, when, as and if declared by the Board
of Directors, in its sole discretion, out of funds legally available
therefor, cumulative, cash dividends at the annual rate of 6.970%, or $3.485,
per share of Series A Preferred Stock. Dividends on the Series A Preferred
Stock shall accrue from but not including November 16, 1999 and are payable
when, as and if declared by the Board of Directors quarterly in arrears on
January 31, April 30, July 30 and October 31 of each year (each, a "Dividend
Payment Date") commencing on January 31, 2000. If a Dividend Payment Date is
not a "Business Day," the related dividend shall be paid on the next Business
Day with the same force and effect as though paid on the Dividend Payment
Date, without any increase to account for the period from such Dividend
Payment Date through the date of actual payment. For these purposes,
"Business Day" means a day other than (i) a Saturday or Sunday, (ii) a day on
which New York City banks are closed or (iii) a day on which the offices of
the Corporation are closed.
The "Dividend Period" relating to a Dividend Payment Date shall be
the period from but not including the preceding Dividend Payment Date (or
from but not including November 16, 1999, in the case of the first Dividend
Payment Date) through and including the related Dividend Payment Date. If
declared, the dividend payable in respect of the first Dividend Period will
be $0.7357 per share. The amount of dividends payable in respect of any
quarterly Dividend Period other than the first Dividend Period shall be
computed at a rate equal to 6.970% divided by 4; the amount of dividends
payable in respect of any shorter period shall be computed on the basis of
twelve 30-day months and a 360-day year. Each such dividend shall be paid to
the holders of record of outstanding shares of the Series A Preferred Stock
as they appear in the books and records of the Corporation on such record
date as shall be fixed in advance by the Board of Directors, not to be
earlier than 45 days nor later than 10 days preceding the applicable Dividend
Payment Date.
No dividends shall be declared or paid or set apart for payment on the
Common Stock or any other class or series of stock ranking junior to or (except
as hereinafter provided) on a parity with the Series A Preferred Stock with
respect to the payment of dividends unless all accrued and unpaid dividends have
been declared and paid or set apart for payment on the outstanding Series A
Preferred Stock in respect of all prior Dividend Periods. In the event that the
Corporation shall not pay any one or more dividends or any part thereof on the
Series A Preferred Stock, the holders of that Series A Preferred Stock shall not
have any cause of action against the Corporation in respect of such non-payment
so long as no dividend is paid on any junior or parity stock in violation of the
next preceding sentence.
No Common Stock or any other stock of the Corporation ranking junior to
or on a parity with the Series A Preferred Stock as to dividends may be
redeemed, purchased or otherwise acquired for any consideration (or any payment
be made to or available for a sinking fund for the redemption of any shares of
such stock) unless all accrued and unpaid dividends have been declared and paid
or set apart for payment on the outstanding Series A Preferred Stock in respect
of all prior Dividend Periods; provided, however, that any moneys theretofore
deposited in any
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sinking fund with respect to any such stock in compliance with the provision of
such sinking fund may thereafter be applied to the purchase or redemption of
such stock in accordance with the terms of such sinking fund, regardless of
whether at the time of such application full cumulative dividends upon the
Series A Preferred Stock outstanding to the most recent Dividend Payment Date
shall have been paid or declared and set apart for payment by the Corporation;
provided that, if and when authorized by the Board of Directors, any such junior
or parity stock or Common Stock may be converted into or exchanged for stock of
the Corporation ranking junior to the Series A Preferred Stock as to dividends.
(b) If, prior to May 16, 2001, one or more amendments to the Internal
Revenue Code of 1986, as amended (the "Code"), are enacted that reduce the
percentage of the dividends-received deduction (70% as of November 10, 1999) as
specified in section 243(a)(1) of the Code or any successor provision (the
"Dividends-Received Percentage"), certain adjustments may be made in respect of
the dividends payable by the Corporation, and Post Declaration Date Dividends
and Retroactive Dividends (as such terms are defined below) may become payable,
as described below. Notwithstanding anything to the contrary herein, the
Corporation will make no adjustment for any amendments to the Code on or after
May 16, 2001 that reduce the Dividends-Received Percentage.
The amount of each dividend payable (if declared) per share of Series A
Preferred Stock for dividend payments made on or after the effective date of
such change in the Code will be adjusted by multiplying the amount of the
dividend payable pursuant to clause (a) of this Section 2 (before adjustment) by
a factor, which shall be the number determined in accordance with the following
formula (the "DRD Formula"), and rounding the result to the nearest cent (with
one-half cent rounded up):
1 - .35 (1 - .70)
-----------------
1 - .35 (1 - DRP)
For the purposes of the DRD Formula, "DRP" means the Dividends-Received
Percentage (expressed as a decimal) applicable to the dividend in question;
PROVIDED, HOWEVER, that if the Dividends-Received Percentage applicable to the
dividend in question is less than 50%, then the DRP will equal .50. No amendment
to the Code, other than a change in the percentage of the dividends-received
deduction set forth in section 243(a)(1) of the Code or any successor provision,
or a change in the percentage of the dividends-received deduction for certain
categories of stock, which change is applicable to the Series A Preferred Stock,
will give rise to an adjustment.
Notwithstanding the foregoing provisions, if, with respect to any such
amendment, the Corporation receives an unqualified opinion of nationally
recognized independent tax counsel selected by the Corporation or a private
letter ruling or similar form of assurance from the Internal Revenue Service
(the "IRS") to the effect that such an amendment does not apply to a dividend
payable on the Series A Preferred Stock, then such amendment shall not result in
the adjustment provided for pursuant to the DRD Formula with respect to such
dividend. The opinion referenced in the previous sentence shall be based upon
the legislation amending or
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establishing the DRP or upon a published pronouncement of the IRS addressing
such legislation. Unless the context otherwise requires, references to dividends
herein shall mean dividends as adjusted by the DRD Formula. The Corporation's
calculation of the dividends payable as so adjusted shall be final and not
subject to review absent manifest error.
Notwithstanding the foregoing, if any such amendment to the Code is
enacted after the dividend payable on a Dividend Payment Date has been declared
but before such dividend is paid, the amount of the dividend payable on such
Dividend Payment Date shall not be increased. Instead, additional dividends (the
"Post Declaration Date Dividends"), equal to the excess, if any, of (x) the
product of the dividend paid by the Corporation on such Dividend Payment Date
and the DRD Formula (where the DRP used in the DRD Formula would be equal to the
greater of the Dividends-Received Percentage applicable to the dividend in
question and .50) over (y) the dividend paid by the Corporation on such Dividend
Payment Date, shall be payable (if declared) to holders of Series A Preferred
Stock on the record date applicable to the next succeeding Dividend Payment
Date, or, if the Series A Preferred Stock is called for redemption prior to such
record date, to holders of Series A Preferred Stock on the applicable redemption
date, as the case may be, in addition to any other amounts payable on such date.
Notwithstanding the foregoing provisions, if, with respect to any such
amendment, the Corporation receives either an unqualified opinion of nationally
recognized independent tax counsel selected by the Corporation or a private
letter ruling or similar form of assurance from the IRS to the effect that such
amendment does not apply to a divided so payable on the Preferred Stock, then
such amendment will not result in the payment of Post Declaration Date
Dividends. The opinion referenced in the previous sentence must be based upon
the legislation amending or establishing the DRP or upon a published
pronouncement of the IRS addressing such legislation.
If any such amendment to the Code is enacted and the reduction in the
Dividends-Received Percentage retroactively applies to a Dividend Payment Date
as to which the Corporation previously paid dividends on the Series A Preferred
Stock (each, an "Affected Dividend Payment Date"), the Corporation shall pay (if
declared) additional dividends (the "Retroactive Dividends") to holders of the
Series A Preferred Stock on the record date applicable to the next succeeding
Dividend Payment Date (or, if such amendment is enacted after the dividend
payable on such Dividend Payment Date has been declared, to holders on the
record date applicable to the second succeeding Dividend Payment Date following
the date of enactment) in an amount equal to the excess of (x) the product of
the dividend paid by the Corporation on each Affected Dividend Payment Date and
the DRD Formula (where the DRP used in the DRD Formula would be equal to the
greater of the Dividends-Received Percentage and .50 applied to each Affected
Dividend Payment Date) over (y) the sum of the dividend paid by the Corporation
on each Affected Dividend Payment Date. The Corporation will make only one
payment of Retroactive Dividends for any such amendment. Notwithstanding the
foregoing provisions, if, with respect to any such amendment, the Corporation
receives either an unqualified opinion of nationally recognized independent tax
counsel selected by the Corporation or a private letter ruling or similar form
of assurance from the IRS to the effect that such amendment does not apply to a
dividend payable on an Affected Dividend Payment Date for the Series A Preferred
Stock, then such amendment will not result in the payment of Retroactive
Dividends with respect to such Affected Dividend Payment Date. The opinion
referenced in the
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previous sentence must be based upon the legislation amending or establishing
the DRP or upon a published pronouncement of the IRS addressing such
legislation.
In the event that the amount of dividends payable per share of the
Series A Preferred Stock is adjusted pursuant to the DRD Formula and/or Post
Declaration Date Dividends or Retroactive Dividends are to be paid, the
Corporation will give notice of each such adjustment and, if applicable, any
Post Declaration Date Dividends and Retroactive Dividends to be paid as soon as
practicable to the holders of Series A Preferred Stock.
(c) Notwithstanding any other provision of this Certificate, the Board
of Directors, in its discretion, may choose to pay dividends on the Series A
Preferred Stock without the payment of any dividends on the Common Stock or any
other class or series of stock from time to time outstanding ranking junior to
the Series A Preferred Stock with respect to the payment of dividends.
(d) No dividend shall be declared or paid or set apart for payment on
any shares of the Series A Preferred Stock if at the same time any arrears or
default exists in the payment of dividends on any outstanding class or series of
stock of the Corporation ranking prior to or (except as provided herein) on a
parity with the Series A Preferred Stock with respect to the payment of
dividends.
(e) Holders of shares of the Series A Preferred Stock shall not be
entitled to any dividends, in cash or in property, other than as herein provided
and shall not be entitled to interest, or any sum in lieu of interest, on or in
respect of any dividend payment.
3. OPTIONAL REDEMPTION
(a) The Series A Preferred Stock shall not be redeemable prior to
November 16, 2009. Subject to this limitation and to any further limitations
imposed by law, the Corporation may redeem the Series A Preferred Stock, in
whole or in part, at any time or from time to time, out of funds legally
available therefor, at the redemption price of $50.00 per share plus an amount,
determined in accordance with Section 2 above, equal to the amount of the
dividend accrued and unpaid for all prior Dividend Periods and for the
then-current Dividend Period to but not including the date of such redemption.
If less than all of the outstanding shares of the Series A Preferred Stock are
to be redeemed, the Corporation shall select shares to be redeemed from the
outstanding shares not previously called for redemption by lot or pro rata (as
nearly as possible) or by any other method which the Corporation in its sole
discretion deems equitable.
(b) In the event the Corporation shall redeem any or all of the Series
A Preferred Stock as aforesaid, notice of such redemption shall be given by the
Corporation by first class mail, postage prepaid, mailed not less than 30 and
not more than 60 days prior to the redemption date, to each holder of record of
the shares of the Series A Preferred Stock being redeemed, at such holder's
address as the same appears in the books and records of the Corporation. Each
such notice shall state the number of shares being redeemed, the redemption
price, the redemption date and the place at which such holder's certificate(s)
representing shares of the Series A Preferred Stock must be presented for
cancellation or exchanges, as the case may be,
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upon such redemption. Any notice that is so mailed shall be conclusively
presumed to have been duly given, whether or not the stockholder received such
notice. Failure to duly give notice, or any defect in the notice or in the
mailing thereof, to any holder of the Series A Preferred Stock shall not affect
the validity of the proceedings for the redemption of any other shares of Series
A Preferred Stock being redeemed.
(c) If any redemption date is not a Business Day, then payment of the
redemption price may be made on the next Business Day with the same force and
effect as if made on the redemption date, and no interest, additional dividends
or other sums will accrue on the amount payable from the redemption date to the
next Business Day.
(d) Notice having been mailed as aforesaid, from and after the
redemption date specified therein and upon payment of the consideration set
forth in Section 3(a) above, said shares of the Series A Preferred Stock shall
no longer be deemed to be outstanding, and all rights of the holders thereof as
holders of the Series A Preferred Stock shall cease, with respect to shares so
redeemed.
(e) Subject to applicable law, any shares of the Series A Preferred
Stock which shall have been redeemed shall, after such redemption, no longer
have the status of authorized, issued or outstanding shares.
(f) The shares of Series A Preferred Stock shall not be subject to any
sinking fund or to any mandatory redemption.
4. PREFERRED STOCK BOARD COMMITTEE; LIMITED RIGHTS TO VOTE AND
ELECT BOARD OBSERVERS
At the first regularly scheduled meeting of the Board of Directors
after the issuance of the Series A Preferred Stock, the Board of Directors shall
form a committee (the "Preferred Stock Committee") of the Board of Directors
whose purpose shall be to monitor and evaluate proposed actions of the
Corporation that may impact the rights of holders of Series A Preferred Stock,
including the payment of dividends on the Series A Preferred Stock, and to
report to the Board of Directors thereon. The Board of Directors shall designate
from among its "independent directors" (as such term is defined (i) by the
Corporation's Bylaws as then in effect or (ii) by New York Stock Exchange rules)
at least three directors to serve on the Preferred Stock Committee. In
designating the independent directors to serve on the Preferred Stock Committee,
the Board of Directors may, in its sole discretion, apply either of the
foregoing definitions. The Preferred Stock Committee shall meet at least once a
year.
Except as set forth in this Section 4 and in Section 9(h) below, the
shares of the Series A Preferred Stock shall not have any voting powers, either
general or special. Whenever dividends on any shares of Series A Preferred Stock
are in arrears for four or more quarterly Dividend Periods, whether or not
consecutive:
(a) The holders of the Series A Preferred Stock, voting together as
single class with all other classes or series of capital stock of the
Corporation upon which like voting rights have
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been conferred and are exercisable and which are entitled to vote as a class
with the Series A Preferred Stock in the election of two observers to the board
of directors, will be entitled to vote for the election of a total of two board
observers at a special meeting called by an officer of the Corporation at the
request of holders of record of at least 10% of the outstanding Series A
Preferred Stock or by the holders of any such other class or series of capital
stock of the Corporation and at each subsequent annual meeting of stockholders,
until all dividends accumulated on the Series A Preferred Stock for all prior
Dividend Periods and the then current Dividend Period have been fully paid.
(b) If and when full cumulative dividends on the Series A Preferred
Stock for all prior Dividend Periods and the then current Dividend Period have
been paid in full or declared and a sum sufficient for the payment thereof set
aside for payment in full, the right of holders of Series A Preferred Stock to
elect those two board observers will cease and, unless there are other classes
and series of capital stock of the Corporation upon which like voting rights
have been conferred and are exercisable, all rights of each of the two board
observers will immediately and automatically terminate.
(c) The Corporation shall provide to the board observers notice, and a
detailed agenda (to the extent prepared for any member of the Board of
Directors), of all meetings of the Board of Directors and any committee of the
Board of Directors which has been delegated responsibility for matters relating
to the payment or nonpayment of dividends, including the Preferred Stock
Committee. The Corporation shall also provide to the board observers copies of
all materials that may in any way be related to the payment or nonpayment of
dividends that are provided to the Board of Directors and to the members of any
such committees. The board observers shall be subject to the same
confidentiality obligations with respect to such materials as bind the Board of
Directors. The board observers may attend any meeting of the Board of Directors
or any committee thereof which has been delegated responsibility for matters
relating to the payment or nonpayment of dividends, including the Preferred
Stock Committee; the board observers may participate in any such meeting,
include statements in the minutes of such meetings, and present information and
make recommendations to, and ask questions of, the Board of Directors or the
Preferred Stock Committee with respect to all matters.
If a special meeting of the holders of the Series A Preferred Stock for
the election of the board observers is not called by an officer of the
Corporation within 30 days after request, then the holders of record of at least
10% of the outstanding shares of Series A Preferred Stock may designate a holder
of Series A Preferred Stock to call that meeting at the Corporation's expense.
The Corporation will pay all costs and expenses of calling and holding any
meeting and of electing board observers as described above.
The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
will be effected, all outstanding shares of Series A Preferred Stock have been
redeemed or called for redemption and sufficient funds have been deposited in
trust to effect such redemption.
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In any matter in which the Series A Preferred Stock is entitled to
vote, including any action by written consent, each share of the Series A
Preferred Stock shall be entitled to one vote, except that when shares of any
other class or series of capital stock of the Corporation have the right to vote
with the Series A Preferred Stock as a single class on any matter, the Series A
Preferred Stock and the shares of each such other class or series will have one
vote for each $50.00 of liquidation preference (excluding accrued dividends).
5. NO CONVERSION OR EXCHANGE RIGHTS
The holders of shares of the Series A Preferred Stock shall not have
any right to convert such shares into or exchange such shares for any other
class or series of stock or obligations of the Corporation.
6. NO PREEMPTIVE RIGHTS
No holder of the Series A Preferred Stock shall as such holder have any
preemptive right to purchase or subscribe for any other shares, rights, options
or other securities of any class of the Corporation which at any time may be
sold or offered for sale by the Corporation.
7. LIQUIDATION RIGHTS AND PREFERENCE
(a) Except as otherwise set forth herein, upon the voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, after
payment of or provision for the liabilities of the Corporation and the expenses
of such dissolution, liquidation or winding up, the holders of the outstanding
shares of the Series A Preferred Stock shall be entitled to receive out of the
assets of the Corporation available for distribution to stockholders, before any
payment or distribution shall be made on the Common Stock or any other class or
series of stock of the Corporation ranking junior to the Series A Preferred
Stock upon liquidation, the amount of $50.00 per share plus an amount,
determined in accordance with Section 2 above, equal to all accrued and unpaid
dividends for all prior Dividend Periods and for the then-current Dividend
Period through and including the date of payment in respect of such dissolution,
liquidation or winding up, and the holders of the outstanding shares of any
class or series of stock of the Corporation ranking on a parity with the Series
A Preferred Stock upon liquidation shall be entitled to receive out of the
assets of the Corporation available for distribution to stockholders, before any
such payment or distribution shall be made on the Common Stock or any other
class or series of stock of the Corporation ranking junior to the Series A
Preferred Stock and to such parity stock upon liquidation, any corresponding
preferential amount to which the holders of such parity stock may, by the terms
thereof, be entitled; provided, however, that if the assets of the Corporation
available for distribution to stockholders shall be insufficient for the payment
of the full amounts to which the holders of the outstanding shares of the Series
A Preferred Stock and the holders of the outstanding shares of such parity stock
shall be entitled to receive upon such dissolution, liquidation or winding up of
the Corporation as aforesaid, then all of the assets of the Corporation
available for distribution to stockholders shall be distributed to the holders
of outstanding shares of the Series A Preferred Stock and to the holders of
outstanding shares of such parity stock pro rata, so that the amounts so
distributed to holders of the Series A Preferred Stock and to holders of such
classes or series of such parity stock, respectively, shall bear to each
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other the same ratio that the respective distributive amounts to which they are
so entitled (including any adjustment due to changes in the Dividends-Received
Percentage) bear to each other. After the payment of the aforesaid amounts to
which they are entitled, the holders of outstanding shares of the Series A
Preferred Stock and the holders of outstanding shares of any such parity stock
shall not be entitled to any further participation in any distribution of assets
of the Corporation.
(b) Neither the sale of all or substantially all of the property or
business of the Corporation, nor the merger, consolidation or combination of the
Corporation into or with any other corporation or entity, shall be deemed to be
a dissolution, liquidation or winding up for the purpose of this Section 7.
8. ADDITIONAL CLASSES OR SERIES OF STOCK
The Board of Directors shall have the right at any time in the future
to authorize, create and issue, by resolution or resolutions, one or more
additional classes or series of stock of the Corporation, and to determine and
fix the distinguishing characteristics and the relative rights, preferences,
privileges and other terms of the shares thereof. Any such class or series of
stock may rank on a parity with or junior to the Series A Preferred Stock as to
dividends or upon liquidation or otherwise. No such class or series of stock of
the Corporation may rank prior to the Series A Preferred Stock as to dividends
or upon liquidation or otherwise.
9. MISCELLANEOUS
(a) Any stock of any class or series of the Corporation shall be
deemed to rank:
(i) on a parity with shares of the Series A Preferred Stock,
either as to dividends or upon liquidation, whether or not the dividend
rates or amounts, dividend payment dates or redemption of liquidation
prices per share, if any, be different from those of the Series A
Preferred Stock, if the holders of such class or series shall be
entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, as the case
may be, in proportion to their respective dividend rates or amounts or
liquidation prices, without preference or priority, one over the other,
as between the holders of such class or series and the holders of
shares of the Series A Preferred Stock; and
(ii) junior to shares of the Series A Preferred Stock, either
as to dividends or upon liquidation, if such class or series shall be
Common Stock, or if the holders of shares of the Series A Preferred
Stock shall be entitled to receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the
Corporation, as the case may be, in preference or priority to the
holders of shares of such class or series.
(b) The Corporation and any agent of the Corporation may deem and treat
the holder of a share or shares of Series A Preferred Stock, as shown in the
Corporation's books and records, as the absolute owner of such share or shares
of Series A Preferred Stock for the purpose of receiving payment of dividends in
respect of such share or shares of Series A Preferred Stock
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and for all other purposes whatsoever, and neither the Corporation nor any agent
or the Corporation shall be affected by any notice to the contrary. All payments
made to or upon the order of any such persons shall be valid and, to the extent
of the sum or sums so paid, effectual to satisfy and discharge liabilities for
moneys payable by the Corporation on or with respect to any such share or shares
of Series A Preferred Stock.
(c) The shares of the Series A Preferred Stock, when duly issued, shall
be fully paid and non-assessable.
(d) For purposes of this Certificate, the term "the Corporation" means
SLM Holding Corporation and any successor thereto by operation of law or by
reason of a merger, consolidation or combination.
(e) Any notice, demand or other communication which by any provision of
this Certificate is required or permitted to be given or served to or upon the
Corporation shall be given or served in writing addressed (unless and until
another address shall be published by the Corporation) to SLM Holding
Corporation, 11600 Sallie Mae Drive, Reston, Virginia 20193, Attn: General
Counsel's Office. Such notice, demand or other communication to or upon the
Corporation shall be deemed to have been sufficiently given or made only upon
actual receipt of a writing by the Corporation. Any notice, demand or other
communication which by any provision of this Certificate is required or
permitted to be given or served by the Corporation hereunder may be given or
served by being deposited first class, postage prepaid, in the United States
mail addressed (i) to the holder as such holder's name and address may appear at
such time in the books and records of the Corporation or (ii) to a person or
entity other than a holder of record of the Series A Preferred Stock, to such
person or entity at such address as appears to the Corporation to be appropriate
at such time. Such notice, demand or other communication shall be deemed to have
been sufficiently given or made, for all purposes, upon mailing.
(h) The Corporation, by or under the authority of the Board of
Directors, may amend, alter, supplement or repeal any provision of this
Certificate pursuant to applicable law and the following terms and conditions:
(i) The consent of the holders of at least 66 2/3% of all of
the shares of the Series A Preferred Stock at the time outstanding,
given in person or by proxy, either in writing or by a vote at a
meeting called for the purpose at which the holders of shares of the
Series A Preferred Stock shall vote together as a class, shall be
necessary for authorizing, effecting or validating the amendment,
alteration, supplementation or repeal of the provisions of this
Certificate if such amendment, alteration, supplementation or repeal
would materially and adversely affect the powers, preferences, rights,
privileges, qualifications, limitations, restrictions, terms or
conditions of the Series A Preferred Stock. The creation and issuance
of any other class or series of stock, or the issuance of additional
shares of any existing class or series of stock of the Corporation
(including the Series A Preferred Stock), whether ranking on parity
with or junior to the Series A Preferred Stock, shall not be deemed to
constitute such an amendment, alteration, supplementation or repeal.
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(ii) Holders of the Series A Preferred Stock shall be entitled
to one vote per share on matters on which their consent is required
pursuant to subparagraph (i) of this paragraph (h). In connection with
any meeting of such holders, the Board of Directors shall fix a record
date, neither earlier than 60 days nor later than 10 days prior to the
date of such meeting, and holders of record of shares of the Series A
Preferred Stock on such record date shall be entitled to notice of and
to vote at any such meeting and any adjournment. The Board of
Directors, or such person or persons as it may designate, may establish
reasonable rules and procedures as to the solicitation of the consent
of holders of the Series A Preferred Stock at any such meeting or
otherwise, which rules and procedures shall conform to the requirements
of any national securities exchange on which the Series A Preferred
Stock maybe listed at such time.
(i) RECEIPT AND ACCEPTANCE OF A SHARE OR SHARES OF THE SERIES A
Preferred Stock BY OR ON BEHALF OF A HOLDER SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE HOLDER (AND ALL OTHERS HAVING BENEFICIAL OWNERSHIP OF SUCH
SHARE OR SHARES) OF ALL OF THE TERMS AND PROVISIONS OF THIS CERTIFICATE. NO
SIGNATURE OR OTHER FURTHER MANIFESTATION OF ASSENT TO THE TERMS AND PROVISIONS
OF THIS CERTIFICATE SHALL BE NECESSARY FOR ITS OPERATION OR EFFECT AS BETWEEN
THE CORPORATION AND THE HOLDER (AND ALL SUCH OTHERS).
In witness whereof, I have hereunto set my hand and the seal of the
Corporation this 10th day of November, 1999.
[seal]
/s/ Mary F. Eure
---------------------------------------
Mary F. Eure, Secretary
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