<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBERS 001-13251
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SLM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 52-2013874
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11600 SALLIE MAE DRIVE, RESTON, VIRGINIA 20193
(Address of Principal Executive Offices) (Zip Code)
(703) 810 3000
(Registrant's Telephone Number, Including Area Code)
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This Amendment No. 1 is filed to include Exhibit 23 to the registrant's
Annual Report on Form 10-K for the year ended December 31, 1999.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K.
3. Exhibits
The exhibits listed in the Exhibit Index on page 3 to this Amendment
No. 1 are filed or incorporated by reference herein.
(c) Exhibits.
*2 Agreement and Plan of Reorganization by and among the Student
Loan Marketing Association, SLM Holding Corporation, and Sallie
Mae Merger Company.
**3.1 Amended and Restated Certificate of Incorporation of the
Registrant.
**3.2 By-Laws of the Registrant.
**4 Warrant Certificate No. W-2, dated as of August 7, 1997.
*10.1 Board of Director's Restricted Stock Plan.
*10.2 Board of Director's Stock Option Plan.
*10.3 Deferred Compensation Plan for Directors.
*10.4 Incentive Performance Plan.
*10.5 Stock Compensation Plan.
*10.6 1993-1998 Stock Option Plan.
*10.7 Supplemental Pension Plan.
*10.8 Supplemental Employees' Thrift & Savings Plan (Sallie Mae 401(K)
Supplemental Savings Plan).
***10.9 Directors Stock Plan.
***10.10 Management Incentive Plan.
*21 Subsidiaries of the Registrant.
+23 Consent of Arthur Andersen LLP.
****27 Financial Data Schedule.
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* Incorporated by reference to the correspondingly numbered exhibits
to the Registrant's Registration Statement on Form S-4, as amended
(File No. 333-21217).
** Incorporated by reference to the correspondingly numbered
exhibits to the Registrant's Registration on Form S-1 (File No.
333-38391).
*** Incorporated by reference to the Registrant's Definitive Proxy
Statement on Schedule 14A, as filed with the Securities and
Exchange Commission on April 10, 1998 (File No. 001-13751).
**** Filed with the Securities and Exchange Commission on March 30,
2000 with the registrant's Annual Report on Form 10-K for the
year ended December 31, 1999.
+ Filed with the Securities and Exchange Commission with this
Form 10-K/A.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 13, 2000
SLM HOLDING CORPORATION
BY: /s/ JOHN F. REMONDI
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Name: John F. Remondi
Title: Senior Vice President, Finance
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*2 Agreement and Plan of Reorganization by and among the Student Loan
Marketing Association, SLM Holding Corporation, and Sallie Mae
Merger Company.
**3.1 Amended and Restated Certificate of Incorporation of the
Registrant.
**3.2 By-Laws of the Registrant.
**4 Warrant Certificate No. W-2, dated as of August 7, 1997.
*10.1 Board of Director's Restricted Stock Plan.
*10.2 Board of Director's Stock Option Plan.
*10.3 Deferred Compensation Plan for Directors.
*10.4 Incentive Performance Plan.
*10.5 Stock Compensation Plan.
*10.6 1993-1998 Stock Option Plan.
*10.7 Supplemental Pension Plan.
*10.8 Supplemental Employees' Thrift & Savings Plan (Sallie Mae 401(K)
Supplemental Savings Plan).
***10.9 Directors Stock Plan.
***10.10 Management Incentive Plan.
*21 Subsidiaries of the Registrant.
+23 Consent of Arthur Andersen LLP.
****27 Financial Data Schedule.
--------------------------------------
* Incorporated by reference to the correspondingly numbered exhibits
to the Registrant's Registration Statement on Form S-4, as amended
(File No. 333-21217).
** Incorporated by reference to the correspondingly numbered exhibits
to the Registrant's Registration on Form S-1 (File No. 333-38391).
*** Incorporated by reference to the Registrant's Definitive Proxy
Statement on Schedule 14A, as filed with the Securities and
Exchange Commission on April 10, 1998 (File No. 001-13251).
**** Filed with the Securities and Exchange Commission on March 30,
2000 with the registrant's Annual Report on Form 10-K for the year
ended December 31, 1999.
+ Filed with the Securities and Exchange Commission with this Form
10-K/A.
