UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
SLM Holding Corporation
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(Name of Issuer)
Common Stock, par value $.20 per share
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(Title of Class of Securities)
78442A109
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(CUSIP Number)
July 31, 2000
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see Notes).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior page.
<PAGE>
SCHEDULE 13G
CUSIP No. 518439 10 4
(1) Names of Reporting Persons USA Group Foundation, Inc.
I.R.S. Identification 35-1813228
Nos. of Above Persons
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With
(5) Sole Voting Power 9,034,505
(6) Shared Voting Power None
(7) Sole Dispositive Power 9,034,505
(8) Shared Dispositive Power None
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,034,505
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain Shares [ ]
(11) Percent of Class Represented
by Amount in Row 9 5.77%
(12) Type of Reporting Person CO
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ITEM 1.
(a) Name of Issuer
SLM Holding Corporation (the "Issuer")
(b) Address of Issuer's Principal Executive Offices
11600 Sallie Mae Drive
Reston, VA 20193
ITEM 2.
(a) Name of Person Filing
USA Group Foundation, Inc. (the "Company")
(b) Address of Principal Business Office
30 South Meridian Street
Indianapolis, IN 46204-3503
(c) Citizenship
Organized in the State of Delaware
(d) Title of Class of Securities
This report covers the Issuer's Common Stock, par value $.20 per
share.
(e) CUSIP No.
The CUSIP number of the Common Stock is 78442A109.
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<PAGE>
ITEM 3.
Not applicable.
ITEM 4. Ownership
The Company holds 9,034,505, which represent 5.77 percent of the
Common Stock. The Company has the sole power to vote and dispose of
the Stock.
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [ ].
ITEM 6. Ownership of More Than Five Percent on Behalf of Another Person
No person other than those described in Item 4 is known to have the
right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Common Stock owned by the
Corporation.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person
Not applicable.
ITEM 8. Identification and Classification of Members of the Group
Not applicable.
ITEM 9. Notice of Dissolution of the Group
Not applicable.
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<PAGE>
ITEM 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Dated: August 9, 2000
USA Group Foundation, Inc.
/s/ J. David Maas
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By: J. David Maas
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