SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE STUDENT LOAN CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
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4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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<PAGE>
[LOGO]
99 Garnsey Road
Pittsford, New York 14534
April 6, 1998
Dear Stockholder:
You are cordially invited to the Annual Meeting of Stockholders of The
Student Loan Corporation.
It will be held on Friday, May 8, 1998 at 11:00 a.m. at One Court Square,
50th Floor, Long Island City, New York 11120.
We urge you to attend, if at all possible, since the Annual Meeting is an
excellent opportunity for you and your management to discuss your corporation's
progress in person. If you cannot attend in person, please vote your preferences
on the enclosed proxy card and return it promptly.
Sincerely,
/s/ Bill Beckmann
Bill Beckmann
President
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date: Friday, May 8, 1998
Time: 11:00 a.m.
Place: One Court Square
50th Floor
Long Island City, New York 11120
At the Annual Meeting, the following proposals are on the agenda for
action by the stockholders:
o To elect two directors to hold office until the annual meeting in
the year 2001, and until the election and qualification of their
successors;
o To ratify the selection of KPMG Peat Marwick LLP as independent
auditors; and
o To transact such other business as may properly come before the
meeting.
Please complete the proxy card and return it promptly in the enclosed
envelope. If you do decide to attend the meeting, you can withdraw your proxy
and vote in person at that time. Voting is by secret ballot. Stockholders of
record at the close of business (5:00 P.M., Eastern Time) on March 31, 1998 are
entitled to one vote for each share held. A list of these stockholders will be
available for inspection for 10 days preceding the meeting at 425 Park Avenue,
2nd Floor, New York, New York 10043, and also will be available for inspection
at the meeting itself.
By order of the Board of Directors,
/s/ Stephen E. Dietz
Stephen E. Dietz
Secretary
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of The Student Loan Corporation
(the "Corporation"). These proxies will be voted at the Annual Meeting of
Stockholders of the Corporation on May 8, 1998. Stockholders of record at the
close of business (5:00 P.M., Eastern Time) on March 31, 1998 are entitled to
one vote for each share held. On that date there were 20,000,000 shares of the
Corporation's common stock outstanding and eligible to vote. This Proxy
Statement and Form of Proxy are first being sent to stockholders on April 6,
1998.
I. DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTOR
The Corporation has six directors. The term of office of two of the six
directors will expire at the Annual Meeting and, accordingly, two nominees have
been proposed for election as directors of the Corporation. The affirmative vote
of a plurality of the votes cast at the Annual Meeting by stockholders entitled
to vote thereon is required for the election of each nominee as a director of
the Corporation.
The following information with respect to each nominee or director is set
forth below: name, age, positions and offices held by the nominee or director of
the Corporation, principal occupation, certain other of the nominee's or
director's activities and term of office as director. Messrs. Gallant and
Levinson and Ms. Williamson are officers of Citicorp or its subsidiaries,
Citibank, N.A. or Citicorp Mortgage, Inc. Citicorp owns indirectly 80% of the
outstanding common stock of the Corporation.
Bill Beckmann, 37. Mr. Beckmann has been the President and Chief Operating
Officer of the Corporation since October 1997. Before joining the Corporation,
from 1984 to 1994, he held a number of jobs with Citicorp subsidiaries,
including managing strategic planning for the Citicorp Card Products Group,
managing planning for Citicorp's private label credit card program and managing
asset dispositions for a provider of real-time financial information. From 1994
to 1997, Mr. Beckmann was a Vice President of International Business Machines,
most recently with responsibility for developing IBM's Internet business.
Mr. Beckmann was elected a director of the Corporation in October 1997. His
current term as director expires at the 1998 annual meeting. Mr. Beckmann is a
nominee for election as director for a term that expires at the annual meeting
occurring in the year 2001.
Christopher F. Edley, 70. Mr. Edley is the President Emeritus of The College
Fund/UNCF ("UNCF"), and from 1973 to 1991 served as President and Chief
Executive Officer of UNCF. Before joining UNCF, he served at The Ford
Foundation, where he was Program Officer-in-Charge of the Government and Law
Program. He is also a director of The Great Atlantic & Pacific Tea Company and
AMR Corporation.
Mr. Edley has been a director of the Corporation since April 1993. His current
term as director expires at the 1998 annual meeting. Mr. Edley will retire as a
director at the 1998 annual meeting.
Peter M. Gallant, 54. Mr. Gallant joined Citibank in 1974 after 10 years in the
paper and printing business. His first 6 years at Citicorp were with the World
Corporation Group; 1980 to 1984 were with Treasury London, setting up the
Customer Dealing business and then building the second version of Trestel, the
dealer trading system. 1984-1985 was spent at Midland Bank.
In 1985, Mr. Gallant rejoined Citibank in New York in the Treasury Unit and held
a number of jobs, including managing Treasury Marketing, the financial
engineering piece of New York's treasury, and the funding books for North
America, Latin America and Citicorp. From 1987 to 1990 he was in the Investment
Bank in London, initially in charge of distribution in the Eurosecurities
businesses, then as Chief of Staff to the head of the Investment Bank. Between
1991 and 1993 Mr. Gallant was responsible for the Global Finance Europe balance
sheet, as Regional Treasurer and then as Asset Manager for Europe. Mr. Gallant
was appointed Treasurer of Citicorp/Citibank, N.A. in September 1993.
1
<PAGE>
Mr. Gallant has been a director of the Corporation since January 1996. His
current term as director expires at the 1999 annual meeting.
Glenda B. Glover, 45. Dr. Glover has been the Dean of the School of Business of
Jackson State University since 1994. From 1990 to 1994, she was the Chairperson
of the Department of Accounting and an Assistant Professor at Howard University.
Prior to joining Howard University, from 1985 to 1990, Dr. Glover was the Chief
Financial Officer and a Senior Vice President of Metters Industries, Inc. From
1979 to 1984, she was the Project Manager for Tax Administration and Coordinator
of Investor Relations at Potomac Electric Power Co. Dr. Glover founded the
National Center for Enterprise Zone Research in 1987 and is currently the
President of this non-profit economic development corporation.
Dr. Glover is a nominee for election as director for a term that expires at the
annual meeting occurring in the year 2001.
Evelyn E. Handler, 64. Dr. Handler retired in 1998 from her position as
Executive Director of the California Academy of Sciences, a position she held
since 1994. From 1991 to 1993, she was an Associate in Education at Harvard
University. Dr. Handler was a Senior Fellow of the Carnegie Foundation for the
Advancement of Teaching from 1990 to 1993. She served as President of Brandeis
University from 1983 to 1991 and President of the University of New Hampshire
from 1980 to 1983. Prior to joining the University of New Hampshire, she was
Dean of Sciences and Mathematics at Hunter College of the City University of New
York. Dr. Handler is also a director of The New England Mutual Life Insurance
Company.
Dr. Handler has been a director of the Corporation since April 1993. Her current
term as director expires at the annual meeting occurring in the year 2000.
Carl E. Levinson, 51. Mr. Levinson is the Chairman and Chief Executive Officer
of the Corporation. He is also Division Executive of Citicorp's Consumer Assets
Division and has been Chairman of Citicorp Mortgage, Inc. since August 1992. Mr.
Levinson joined Citicorp in 1973 as a manager of Funds Transfer in the New York
Operating Group. In 1975 he became head of Finance, Administration and
Operations for Citicorp Remittance Services and in 1979 was appointed Business
Manager for Citicorp Remittance Services, a global check processing and cash
management business. From 1982 to 1984, Mr. Levinson was the Global Product
Manager for Citicorp Travelers Checks. In June 1984, Mr. Levinson moved into
Citicorp Retail Services as Director of Business Development and Commercial
Credit. In September 1986 he was appointed President and General Manager of
Citicorp Retail Services, which offers private label credit card programs to
leading retailers. He was appointed General Manager of Card Services in 1991 and
spearheaded a corporate expense task force during the first half of 1992.
Mr. Levinson has been a director of the Corporation since October 1994. His
current term as director expires at the annual meeting occurring in the year
2000.
Laura D. Williamson, 44. Ms. Williamson joined Citicorp in 1982 and has served
in a number of senior corporate finance and capital markets positions, serving
for four years as head of Citicorp's corporate finance staff responsible for
evaluation and execution of strategic acquisitions and divestitures. She is
currently head of Citicorp's Global Institutional Liquidity Business within
Citicorp Global Asset Management.
Ms. Williamson has been a director of the Corporation since November 1992. Her
term as director expires at the 1999 annual meeting.
2
<PAGE>
Share Ownership of Directors and Named Executives
The following directors, nominees and named executives and all current
directors and executive officers as a group own, as of February 9, 1998, the
number of shares of the Corporation's common stock set forth below. All owners
have sole voting power and investment power with respect to such shares. The
current directors and executive officers of the Corporation as a group
beneficially own less than 1% of the total shares outstanding.
- -------------------------------------------------------------------------------
Name Shares
- -------------------------------------------------------------------------------
Bill Beckmann.................................................. None
Stephen C. Biklen.............................................. 800
Gerald J. Bystrak.............................................. 150
Frederick J. Eckert............................................ None
Christopher F. Edley........................................... 1,000
Peter M. Gallant............................................... None
Glenda B. Glover............................................... None
Evelyn E. Handler.............................................. None
Carl E. Levinson............................................... None
Michael S. Piemonte............................................ 3,000
Thomas R. Quinn, Jr............................................ None
Laura D. Williamson............................................ 1,510
All directors and executive officers as a group (10 persons)... 2,660
The following directors, nominees and named executives and all current
directors and executive officers as a group own, as of February 9, 1998, the
number of shares of Citicorp common stock set forth below. All owners have sole
voting power and investment power with respect to such shares. The current
directors and executive officers of the Corporation as a group beneficially own
less than 1% of the total shares outstanding of Citicorp.
- ------------------------------------------------------------------------------
Name Shares(1)
- ------------------------------------------------------------------------------
Bill Beckmann................................................ 1,294
Stephen C. Biklen............................................ 6,387
Gerald J. Bystrak............................................ None
Frederick J. Eckert.......................................... 938
Christopher F. Edley......................................... None
Peter M. Gallant............................................. 158,865
Glenda B. Glover............................................. None
Evelyn E. Handler............................................ None
Carl E. Levinson............................................. 34,833
Michael S. Piemonte.......................................... 1,446
Thomas R. Quinn, Jr.......................................... 369
Laura D. Williamson.......................................... 16,827
All directors and executive officers as a group (10 persons). 212,188
(1) Includes the following shares of Citicorp common stock which the directors
and named executives have the right to acquire within 60 days of February
9, 1998 pursuant to Citicorp employee benefit plans: Mr. Biklen--5,800
shares; Mr. Gallant--128,000 shares; Mr. Levinson--34,500 shares; Mr.
Piemonte--1,100 shares; Ms. Williamson--12,500 shares; and all current
directors and executive officers as a group--175,000 shares.
Certain Other Share Owners
Citibank (New York State), 99 Garnsey Road, Pittsford, New York 14534, a
wholly-owned subsidiary of Citicorp, is the only person known by the Corporation
to own beneficially more than 5% of the Corporation's
3
<PAGE>
outstanding common stock.Citibank (New York State) is the owner of 16,000,000
shares of the Corporation's common stock, comprising 80% of the Corporation's
outstanding common stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Based on its review of the reports furnished to the Corporation for 1997
pursuant to Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act"), the Corporation believes that all of the reports required to be filed
under Section 16 were filed on a timely basis.
Classification of the Board
The Corporation's Certificate of Incorporation provides that the directors
are divided into three classes, so that each director serves for a term ending
on the date of the annual meeting of stockholders in the year in which the term
of the applicable class of which such director is a member expires. The
directors of each class serve three years, with the terms of office of each
class of directors expiring in successive years. The stockholders of the
Corporation generally will elect one-third of the directors at each annual
meeting. Of the current members, Mr. Beckmann and Mr. Edley serve for a term
expiring at the 1998 annual meeting, Mr. Gallant and Ms. Williamson serve for a
term expiring at the 1999 annual meeting and Dr. Handler and Mr. Levinson serve
for a term expiring at the 2000 annual meeting. Mr. Beckmann and Dr. Glover are
nominated for election at the 1998 annual meeting as members of the class which
will hold office until the third annual meeting following such election and
until the election and qualification of their successors. If any nominee is
unable to serve out his or her term, the Board may appoint a successor to fill
the unexpired portion.
Board Meeting Data
There were 7 meetings of the Board during 1997. All directors attended 75%
or more of the total Board and committee meetings held except that Mr. Gallant
attended 57% of the total Board meetings.
Board Committees
The Board has constituted an Audit Committee and a Compensation Committee.
The Board does not have a standing Nominating Committee. The Audit Committee,
which is comprised of Mr. Edley, Dr. Handler and Ms. Williamson, had four
meetings during 1997. The Compensation Committee, which is comprised of Mr.
Edley and Dr. Handler, had three meetings during 1997.
The principal functions of the Audit Committee include recommending
independent auditors to be employed by the Corporation and conferring with such
auditors; considering the adequacy of internal financial controls and the
results of fiscal policies and financial management of the Corporation; and
recommending to the Board policies and procedures for dealing with potential
conflicts of interest.
The principal functions of the Compensation Committee are reviewing and
recommending compensation for all executive officers of the Corporation,
evaluating annually individual and corporate performance, evaluating information
provided to the Corporation by independent third parties concerning such matters
as competitive compensation levels and employee benefit programs and
administering the Corporation's stock option plan.
Board Compensation
Directors of the Corporation who are employees of the Corporation or of
Citicorp or one of its subsidiaries do not receive any fees or additional
compensation for services as members of the Board or any committee thereof. In
1997 Directors who were not employees of the Corporation or of Citicorp or one
of its subsidiaries received an annual fee of $20,000 for service on the Board,
an annual fee of $5,000 for service as Chairman of the Audit Committee or the
Compensation Committee and a fee of $1,000 for attendance at each Board or
4
<PAGE>
committee meeting. All directors are reimbursed for travel and other related
expenses incurred in attending meetings of the Board or committees thereof.
EXECUTIVE OFFICERS
The executive officers of the Corporation and their ages and positions
with the Corporation as of March 31, 1998 are set forth below. Officers serve at
the pleasure of the Board.
Name Age Position and Office Held
- ---- --- ------------------------
Carl E. Levinson 51 Chairman and Chief Executive Officer
Bill Beckmann 37 President and Chief Operating Officer
Gerald J. Bystrak 51 Vice President and Director of Operations
John R. Coffin 49 Vice President and General Counsel
Thomas R. Quinn, Jr. 38 Vice President and Director of Sales
Yiannis Zographakis 35 Vice President, Chief Financial Officer and
Treasurer
The present principal occupations and five-year employment history of each
of the above executive officers (except Mr. Beckmann's and Mr. Levinson's which
are set forth on pages 1 and 2 respectively) is set forth below:
Mr. Bystrak has been Vice President and Director of Operations since 1990.
From 1986 until 1990, Mr. Bystrak served as Director of Finance and Credit of
the Citibank Student Loan Business. Mr. Bystrak joined Citibank in 1974.
Mr. Coffin joined the Corporation in 1994 and was appointed as Vice
President and General Counsel in March 1995. Mr. Coffin joined Citicorp in 1983
and, since 1986, has held various positions with Citibank (New York State),
including General Counsel and Commercial Risk Manager. Mr. Coffin is currently
Secretary of Citibank (New York State).
Mr. Quinn joined the Corporation in April 1997. Prior to joining the
Corporation, Mr. Quinn held various positions with Citibank, Federal Savings
Bank, and was in charge of its Connecticut mortgage sales office. Mr. Quinn
joined Citibank in 1992.
Mr. Zographakis joined the Corporation in March 1998. Prior to joining the
Corporation, Mr. Zographakis held various positions with Citibank, N.A.,
including Director of Finance for the Consumer Assets Division of Citibank and
Financial Controller for Citibank Consumer Finance. Mr. Zographakis joined
Citibank in 1990.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation has engaged and expects to continue to engage in a variety
of business relationships with Citicorp and certain of its affiliates. Such
relationships are conducted pursuant to a number of agreements and transactions
initially entered into when the Corporation's operations were conducted by
Citibank (New York State). Management believes that such agreements and
transactions are on terms no less favorable to the Corporation than those that
could be obtained from unaffiliated third parties. It is the intention of the
Corporation that such agreements and the transactions provided for therein be
conducted on an arm's-length basis and, taken as a whole, accommodate the
parties' interests in a manner that is fair to each of the parties.
Citibank (New York State) has made available to the Corporation credit
facilities pursuant to which the Corporation may borrow up to $8.0 billion for
specified terms and at specified variable interest rates. At December 31, 1997,
the Corporation's outstanding borrowings under these facilities were
approximately $7.3 billion. During 1997, the Corporation incurred approximately
$372 million in interest and fees to Citibank (New York State) and its
affiliates pursuant to these credit facilities. The Corporation believes that
the terms of these facilities are no less favorable to the Corporation than
those that could be obtained from unaffiliated parties.
Citicorp has agreed that neither Citicorp nor any of its majority-owned
subsidiaries (other than the Corporation) will engage in the business of
originating guaranteed student loans under the federal guaranteed student loan
program or successor legislation ("Guaranteed Student Loans") or certain
"alternative" student loans until December 22, 1999. The agreement will not
prevent Citicorp or its affiliates from acquiring any institution that is in the
business of originating Guaranteed Student Loans or alternative student loans,
provided that Citicorp or its affiliates must cease or dispose of the business
within a specified period.
5
<PAGE>
The agreement does not restrict Citicorp and its affiliates from acquiring,
holding or servicing Guaranteed Student Loans or alternative student loans.
Currently, Citicorp and its subsidiaries (other than the Corporation) do not
hold or service any material amount of Guaranteed Student Loans or alternative
student loans, and have no plans to engage in such business to any significant
extent. In addition, the agreement contains no restrictions on any lending
activity, other than originating Guaranteed Student Loans or alternative student
loans, by Citicorp and its affiliates. Citibank (New York State) and other bank
subsidiaries of Citicorp are in the business of making personal loans, including
loans specifically for the purpose of funding education costs and loans the
proceeds of which may be used for those purposes.
The agreement also restricts the Corporation from engaging in certain
business activities that would compete with other affiliates of Citicorp. The
Corporation does not believe that the agreement imposes any material
restrictions on its current or planned operations.
Citicorp has licensed to the Corporation, for as long as the Corporation
remains a direct or indirect majority-owned subsidiary of Citicorp, certain
trade names and trademarks for use in the Corporation's business. In addition,
Citibank (New York State) and certain of its bank affiliates have agreed for a
period which expires December 31, 1999 to allow the use of their mailing lists
and provide other marketing arrangements to the Corporation, and the Corporation
will allow the use of its customer list by Citibank (New York State) and its
affiliates during that period.
The Corporation and Citibank (New York State) have agreed that Citibank
(New York State) or its affiliates will continue to perform for the Corporation
certain functions and services previously provided by them. These services
consist primarily of financial and regulatory reporting, financial systems, data
processing, payroll and benefits administration, telecommunications, audit,
payment processing, legal affairs and support staff. The Corporation incurred
approximately $6.4 million for the cost of those services provided by Citibank
(New York State) and its affiliates in 1997.
Citibank (New York State) provides the Corporation's office facility and
furniture in Pittsford under a one-year lease agreement that, during 1997,
provided for annual payments of approximately $2.0 million, which included the
Corporation's allocable share of utilities, security and cafeteria expenses. The
agreement expires in December 1998, with an option to renew for an additional
one-year term.
In order to comply with the provisions of the federal Higher Education Act
of 1965, as amended, all of the Corporation's Guaranteed Student Loans are held,
and all new Guaranteed Student Loans are originated, by the Corporation through
a trust established solely for the benefit of the Corporation (the "Trust"). An
institution qualifying as an eligible lender under the provisions of the Act
will act as trustee of the Trust. Citibank (New York State) currently acts as
trustee. As such, it has certain administrative and record-keeping
responsibilities, for which it is entitled to receive reasonable annual
compensation as agreed by the Corporation and Citibank (New York State) plus
reimbursement of expenses; however, no such compensation or reimbursement was
requested by Citibank (New York State) or made in 1997. In addition, the
Corporation has agreed to indemnify Citibank (New York State) for certain
liabilities that may arise out of the trustee's performance of its duties. The
Corporation believes that the terms of the Trust, including the trustee's
compensation, are no less favorable than those that could be obtained from
unaffiliated parties.
The Corporation is included in the consolidated federal income tax return
of which Citibank (New York State) is a member for federal income tax purposes,
and is included in the consolidated, combined or unitary
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state/local income or franchise tax returns of which Citibank (New York State)
or certain of its affiliates are members for certain state/local income or
franchise tax purposes. The Corporation and Citibank (New York State) have
entered into an agreement which provides that, for the period up to and
including the last day on which the Corporation is a member of such
consolidated, combined or unitary returns, or with respect to (i) (B) and (ii)
(B) below, its activity is included in such a return, (i) the Corporation will
pay to Citibank (New York State) (A) an amount equal to the federal, state and
local taxes the Corporation would have paid had it filed its federal, state and
local income or franchise tax returns on a separate company basis and (B) the
amount, if any, by which the tax liability of any unitary group (of which
Citibank (New York State) or any of its affiliates (other than the Corporation)
are members) is increased by virtue of the inclusion of the Corporation's
activity in the group's unitary return and (ii) Citibank (New York State) will
pay to the Corporation (A) an amount equal to the tax benefit of the actual tax
loss of the Corporation as if the Corporation filed a separate return and (B)
the amount, if any, by which the tax liability of any unitary group (of which
Citibank (New York State) or any of its affiliates (other than the Corporation)
are members) is reduced by virtue of the inclusion of the Corporation's activity
in the group's unitary return. The agreement also provides that the Corporation
will pay to Citibank (New York State) one-half of the tax benefit derived by the
Corporation as a result of payments by the Corporation in exchange for the
transfer of assets to the Corporation by Citibank (New York State) and the
execution of the noncompetition agreement. During 1997, the Corporation paid
approximately $30.3 million to Citibank (New York State) pursuant to this
agreement.
In 1997 the Corporation launched an alternative loan product, CitiAssist.
In order to comply with applicable banking laws, CitiAssist loans are originated
by Citibank (New York State) and serviced by the Corporation. Expenses incurred
by the Corporation in underwriting, disbursing and servicing CitiAssist loans
for Citibank (New York State) are reflected in a service fee charged to Citibank
(New York State) pursuant to an intercompany agreement. During 1997, Citibank
(New York State) paid the Corporation approximately $526,000 in fees in
connection with the agreement. CitiAssist loans are purchased by the Corporation
at a premium shortly after the final disbursement is made. As of December 31,
1997, the Corporation's CitiAssist loan portfolio totaled $13.7 million.
In December 1997 the Corporation formulated a restructuring plan to realign
its business and processing structure. In 1998 and 1999, the Corporation will
outsource a significant part of its operations to subsidiaries of Citicorp.
Services to be provided by subsidiaries of Citicorp will be obtained in
accordance with the terms of a proposal approved by the Corporation's Board of
Directors. Management believes that the terms of this proposal are no less
favorable than those that could be obtained from unaffiliated parties.
COMPENSATION
Employees of the Corporation continue to participate in the compensation
plans of Citicorp and its affiliates. The Corporation reimburses Citicorp for
all expenses incurred in connection with its employees' salaries and benefits.
These plans are designed to attract, retain and appropriately reward individuals
for their short- and long-term contributions to Citicorp and its businesses.
Generally, compensation for the Corporation's executive officers consists of
salary, an annual cash incentive award and stock options, as well as a
retirement plan, a savings incentive plan, a stock purchase plan, a medical plan
and other benefit plans available to employees generally, in which executive
officers also participate.
The tables on pages 8 through 10 set forth a profile of the Corporation's
executive compensation and show, among other things, salaries and bonuses paid
during the last three years, options granted in 1997 and aggregate option
exercises in 1997 for the two people who served as Chief Executive Officer at
any time during 1997 and each of the five other most highly compensated
executive officers.
7
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
- -------------------------------------------------------------------------------------------------------------------
Number of
Securities
Underlying All Other
Name and Principal Position Year Salary Bonus(1) Options Compensation(3)
Granted(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Carl E. Levinson, 1997 $337,500 $350,000 17,000 $20,250
Chairman and Chief Executive Officer(4) 1996 322,833 315,625 11,000 19,370
1995 310,000 328,125 11,000 18,600
Stephen C. Biklen, 1997 223,860 72,000 -0- 13,432
President and Chief Executive Officer(5) 1996 217,000 144,000 3,000 13,020
1995 208,333 140,000 2,800 12,500
Bill Beckmann, 1997 41,667 200,000 10,000 1,250
President and Chief Operating Officer(6) 1996 -0- -0- -0- -0-
1995 -0- -0- -0- -0-
Gerald J. Bystrak, 1997 155,167 80,000 -0- 9,310
Vice President and Director of 1996 142,633 60,000 1,500 8,558
Operations 1995 132,983 45,000 1,500 7,939
Frederick J. Eckert, 1997 140,405 20,000 -0- 8,424
Vice President and Director of 1996 136,193 32,000 -0- 8,172
Sales 1995 130,800 34,000 500 7,848
Michael S. Piemonte, 1997 160,000 -0- -0- 9,600
Vice President, Treasurer and 1996 159,583 40,000 1,000 9,575
Chief Financial Officer(7) 1995 155,916 35,000 -0- 9,353
Thomas R. Quinn, Jr., 1997 114,776 45,000 -0- 6,375
Vice President and Director of Sales(8) 1996 150,659 -0- -0- 4,800
1995 140,987 -0- -0- 4,800
</TABLE>
(1) Bonus awards were made in 1998 based on 1997 performance.
(2) Options for 1997 were granted in January 1998, options for 1996 were
granted in January 1997 and options for 1995 were granted in January 1996.
All options given to the named executives indicated in the table above are
options to purchase the common stock of Citicorp.
(3) Cash compensation earned pursuant to the Citicorp Savings Incentive Plan.
Any amounts in excess of contribution limits established by the Internal
Revenue Service are paid in cash to the named executive officer.
(4) Mr. Levinson was appointed Chairman and Chief Executive Officer of the
Corporation in October 1997. Mr. Levinson is employed by an affiliate of
Citicorp. All of Mr. Levinson's compensation indicated in the table above
was paid by an affiliate of Citicorp.
(5) Mr. Biklen was President and Chief Executive Officer of the Corporation
until October 1997.
(6) Mr. Beckmann's employment with the Corporation commenced in October 1997.
Mr. Beckmann's annual salary rate for 1997 was $250,000. Mr. Beckmann
received a sign-on bonus for 1997 of $200,000.
(7) Mr. Piemonte was employed by the Corporation until March 1998. Yiannis
Zographakis was appointed Chief Financial Officer and Treasurer in March
1998.
(8) Mr. Quinn's employment with the Corporation commenced in April 1997. Prior
to April 1997, Mr. Quinn worked for a Citicorp subsidiary. Mr. Quinn's
compensation indicated in the table above was paid by a Citicorp subsidiary
prior to April 1997. The Corporation awarded Mr. Quinn for 1997 a sign-on
bonus of $15,000 and a bonus of $30,000 based on 1997 performance.
8
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR(1)
- ---------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value at Assumed
Annual Rates of Stock Price
Individual Grants Appreciation for Option Term(4)
- ---------------------------------------------------------------------------------------------------------------------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted(2) Fiscal Year ($/share) Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carl E. Levinson 17,000 (3) $120.625 1/20/03 $-0- $-0-
Stephen C. Biklen -0- N/A N/A N/A N/A N/A
Bill Beckmann 10,000 (3) 120.625 1/20/08 758,604 1,922,452
Gerald J. Bystrak -0- N/A N/A N/A N/A N/A
Frederick J. Eckert -0- N/A N/A N/A N/A N/A
Michael S. Piemonte -0- N/A N/A N/A N/A N/A
Thomas R. Quinn, Jr. -0- N/A N/A N/A N/A N/A
</TABLE>
(1) Options for 1997 were granted in January 1998. The 1997 options are
options to purchase the common stock of Citicorp.
(2) Options in respect of Citicorp common stock granted to Mr. Levinson for
1997 have a term of five years and vest only when the price of Citicorp
common stock reaches $200 per share. Options in respect of Citicorp common
stock granted to Mr. Beckmann for 1997 have a term of ten years and vest on
the third anniversary of the date of grant to the extent of 50% of such
options and on the fourth anniversary of the grant date to the extent of
the balance.
(3) Each of Messrs. Levinson and Beckmann was granted fewer than 0.25% of the
total options granted to Citicorp employees for 1997. The options granted
to Messrs. Levinson and Beckmann represent 48.23% and 28.37% respectively,
of the total Citicorp options granted to officers or employees of The
Student Loan Corporation for 1997.
(4) Amounts for the named executive officers shown in these columns have been
derived by multiplying the exercise price by the annual appreciation rate
shown (compounded for the term of the options), multiplying the result by
the number of shares covered by the options, and subtracting the aggregate
exercise price of the options. The dollar amounts set forth under this
heading are the result of calculations at the 5% and 10% rates set by the
Securities and Exchange Commission and therefore are not intended to
forecast possible future appreciation, if any, of the stock price of
Citicorp.
<TABLE>
<CAPTION>
AGGREGATED STUDENT LOAN CORPORATION OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
- ----------------------------------------------------------------------------------------------------------------------------
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-The-Money Options
on Value Options at Fiscal Year-End at Fiscal Year-End(1)
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carl E. Levinson -0- $ -0- -0- -0- $ -0- $-0-
Stephen C. Biklen -0- -0- -0- 25,000 -0- 831,250
Bill Beckmann -0- -0- -0- -0- -0- -0-
Gerald J. Bystrak -0- -0- -0- 6,000 -0- 199,500
Frederick J. Eckert -0- -0- -0- 6,000 -0- 199,500
Michael S. Piemonte -0- -0- -0- 6,000 -0- 199,500
Thomas R. Quinn, Jr. -0- -0- -0- -0- -0- -0-
(1) Based on the market value of the Corporation's common stock on the New York
Stock Exchange composite tape at close of business on December 31, 1997
which was $49.375 per share.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED CITICORP OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE
- ------------------------------------------------------------------------------------------------------------------------------
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-The-Money Options
on Value Options at Fiscal Year-End(3) at Fiscal Year-End(3)
Exercise(1) Realized(2) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carl E. Levinson 28,018 $ 2,364,143.50 34,500 39,000 $2,555,281.25 $936,187.50
Stephen C. Biklen -0- -0- -0- 3,000 -0- 47,812.50
Bill Beckmann -0- -0- -0- 10,000 -0- 58,125.00
Gerald J. Bystrak -0- -0- -0- 3,000 -0- 114,187.50
Frederick J. Eckert 1,100 28,318.75 -0- 500 -0- 30,093.75
Michael S. Piemonte -0- -0- 1,100 1,000 95,631.25 15,937.50
Thomas R. Quinn, Jr. -0- -0- -0- -0- -0- -0-
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes all exercises during 1997.
(2) The value realized equals the market value of Citicorp common stock
acquired on the date of exercise minus the exercise price.
(3) The value of those options reflected in the table is the market value of
common stock on December 31, 1997 minus the related exercise price. The
market value of Citicorp's common stock on the New York Stock Exchange
composite tape as of December 31, 1997 was $126.4375 per share.
Citicorp also provides compensation to the employees of the Corporation in
the form of a benefit under the Retirement Plan. The following table sets forth
the estimated annual retirement benefits as of December 31, 1997, as provided by
the Retirement Plan and supplemental non-qualified pension plans, payable upon
retirement to employees in specified remuneration and years-of-service
classifications. Amounts include estimated Social Security benefits that would
be deducted in calculating benefits payable under the Retirement Plan. The
estimated amounts are based on the assumption that payments under the Retirement
Plan will commence upon retirement at age 65.
PENSION PLAN TABLE(1)
- --------------------------------------------------------------------------------
Years of Service
Remuneration 15 20 25 30 35
- --------------------------------------------------------------------------------
$100,000................ $ 30,000 $ 40,000 $ 50,000 $ 60,000 $63,750
130,000................ 39,000 52,000 65,000 78,000 82,875
160,000................ 48,000 64,000 80,000 96,000 102,000
190,000................ 57,000 76,000 95,000 114,000 121,125
220,000................ 66,000 88,000 110,000 132,000 140,250
250,000................ 75,000 100,000 125,000 150,000 159,375
300,000................ 90,000 120,000 150,000 180,000 191,250
350,000................ 105,000 140,000 175,000 210,000 223,125
400,000................ 120,000 160,000 200,000 240,000 255,000
- --------------------------------------------------------------------------------
(1) This table reflects a straight life annuity benefit.
The years of credited service under the Retirement Plan as of December 31,
1997 for Messrs. Levinson, Biklen, Beckmann, Bystrak, Eckert, Piemonte and Quinn
were approximately 25, 24, 11, 24, 12, 5 and 6 years, respectively. Covered
compensation under the Retirement Plan and the supplemental non-qualified
pension plans is the participant's base salary and, with respect to the
individuals named in the Summary Compensation Table, does not differ
substantially (by more than 10%) from the salary compensation set forth therein.
The benefit payable at retirement is based on a specified percentage of the
average of covered compensation for the five highest-paid years of the last ten
years of employment. Messrs. Levinson, Biklen, Beckmann, Bystrak, Eckert,
Piemonte and Quinn will be credited with 35, 35, 35, 35, 24, 28 and 32 years of
service, respectively, upon normal retirement at age 65. Mr. Biklen retired as a
director and officer of the Corporation effective February 1, 1998.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Corporation's Board of Directors (the
"Committee") is responsible for reviewing and recommending compensation for all
executive officers of the Corporation. The Committee, which met three times
during 1997, consists of two directors who are not employees of the Corporation
or Citicorp and who are not eligible to participate in any of the Corporation's
or Citicorp's compensation programs. The Committee annually evaluates individual
and corporate performance.
10
<PAGE>
The Corporation is 80% owned by Citibank (New York State), a subsidiary of
Citicorp. Accordingly, Citicorp management plays an important role in
determining not only compensation for the Chief Executive Officer and Chief
Operating Officer of the Corporation in particular and all other employees
generally but also financial and other business goals of the Corporation. The
Corporation's relationship with Citicorp is an integral component of the
Committee's determination of compensation levels.
During 1997, two individuals acted as Chief Executive Officer of the
Corporation. Mr. Biklen was the Chief Executive Officer and President of the
Corporation until October 1997, when Mr. Levinson became the Chief Executive
Officer. At the time of Mr. Levinson's appointment as Chief Executive Officer,
the managerial structure of the Corporation was changed, with Mr. Levinson being
appointed Chairman and Chief Executive Officer and Mr. Beckmann being appointed
President and Chief Operating Officer. Mr. Beckmann performs many of the tasks
formerly performed by Mr. Biklen.
Mr. Levinson is employed and compensated by a subsidiary of Citicorp. His
compensation is determined by the senior management of Citicorp, based on the
performance of the Corporation, as well as on the performance of other Citicorp
businesses for which Mr. Levinson is responsible.
Mr. Biklen's compensation for 1997 was initially recommended by the
Citicorp executive responsible for Citicorp's investment in the Corporation. The
Committee then reviewed the performance of Mr. Biklen and the level of
compensation recommended by Citicorp management and determined the appropriate
compensation for approval by the Board. Compensation for executive officers
other than Mr. Biklen was determined by the Committee based on input from, and
recommendations made by, Mr.
Levinson and Mr. Biklen.
Compensation for the Corporation's executive officers consists of salaries
and annual cash incentive awards. The Committee is also authorized to grant
awards under the Corporation's Stock Incentive Plan. In addition, all employees
of the Corporation are eligible to participate in certain of the compensation
plans of Citicorp and its affiliates, including Citicorp's Savings Incentive
Plan, Stock Purchase Plan and Retirement Plan. The Corporation reimburses
Citicorp for expenses incurred in connection with compensation and benefits
provided under Citicorp's plans.
Total annual compensation of executive officers is based on individual and
corporate performance. While corporate performance measures are considered in
setting compensation levels, no specific quantitative formula is used in making
compensation decisions or recommendations.
Salaries for Mr. Biklen and other executive officers are established at
levels considered appropriate in light of the duties and scope of
responsibilities of each officer's position. Salaries are reviewed periodically
and adjusted as warranted to reflect competitive pay levels. Annual cash
incentive awards for Mr. Biklen and other executive officers are based on an
assessment of individual performance and corporate results in attaining or
exceeding a set of targets agreed on by the management of the Corporation and
Citicorp and approved by the Committee.
Incentive awards, including stock option grants, vary based on assessments
of each executive officer's individual contributions as well as corporate
performance. The Committee reviews options granted to executive officers of the
Corporation to purchase shares of Citicorp stock when determining whether or not
to grant to executive officers options to purchase the Corporation's stock.
Certain executive officers of the Corporation received Citicorp stock options
for 1997. In light of these grants, after consultation with management of the
Corporation and with the other members of the Corporation's Board of Directors,
the Committee determined not to grant any options to purchase the Corporation's
stock for 1997. No additional options to purchase the Corporation's stock may be
granted under the Corporation's Stock Incentive Plan after January 1, 1998.
By the Compensation Committee
Christopher F. Edley, Chairman
Evelyn E. Handler
11
<PAGE>
STOCK PRICE PERFORMANCE
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
THE STUDENT LOAN CORPORATION, THE S&P 500 AND
THE STUDENT LOAN MARKETING ASSOCIATION
[GRAPHIC OMITTED: INFORMATION RELFECTED IN TABLE BELOW]
- ---------------------------------------------------------------------------------------------------------------------------
1993(1) 1994(1) 1995(1) 1996(1) 1997(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Student Loan Corporation.................................................. $ 100 $ 98 $ 184 $ 203 $ 273
S&P 500....................................................................... $ 100 $ 101 $ 140 $ 172 $ 229
Student Loan Marketing Association............................................ $ 100 $ 75 $ 155 $ 223 $ 337
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The dollar amounts set forth under this column are based on the closing
prices on December 31, 1993, 1994, 1995, 1996 and 1997, respectively.
II. STOCKHOLDER APPROVAL OF SELECTION OF INDEPENDENT AUDITORS
The Board believes it appropriate to submit for action by the stockholders
its selection of KPMG Peat Marwick LLP ("KPMG"), certified public accountants,
as auditors of the Corporation for the year 1998. The appointment of this firm
is proposed by the Board based, in part, on KPMG's review of and familiarity
with the Corporation's business as part of its audit of Citicorp. KPMG has
served as the independent auditor for the Corporation since it commenced
operations in 1992, for Citibank since 1964 and for Citicorp since it commenced
operations in 1968.
Representatives of KPMG are expected to be present at the Annual Meeting
with the opportunity to make a statement and to be available to respond to
questions regarding these or any other appropriate matters.
Adoption of this proposal requires the affirmative vote of the holders of a
majority of the votes cast at the meeting by the stockholders entitled to vote
thereon.
The Board of Directors recommends a vote FOR this proposal.
OTHER MATTERS
The cost of solicitation of proxies will be borne by the Corporation.
Proxies may be solicited by mail, personal interview or telephone. Directors,
officers and regular employees of the Corporation may solicit proxies by such
methods without additional compensation. Banks, brokerage houses and other
institutions, nominees and fiduciaries will be requested to forward the
soliciting material to their principals and to obtain authorizations for the
execution of proxy cards and will, upon request, be reimbursed for reasonable
expenses incurred. Employees of Georgeson & Co. Inc. will also solicit proxies
at a fee of approximately $600 plus out-of-pocket expenses.
12
<PAGE>
As of the date of this Proxy Statement, the Corporation does not intend to
present and has not been informed that any other person intends to present any
business not specified in this Proxy Statement for action at the meeting. If any
other matters come before the meeting, proxies will be voted on such matters in
accordance with the judgment of the person or persons authorized to vote the
proxies.
Only stockholders of record at the close of business (5:00 P.M., Eastern
Time) on March 31, 1998, will be entitled to notice of and to vote at the
meeting. Stockholders are urged to sign the enclosed proxy card, solicited on
behalf of the Corporation's Board, and to return it promptly in the enclosed
envelope. Proxies will be voted in accordance with stockholders' directions.
Signing the proxy card does not affect a stockholder's right to vote in person
at the meeting, and the proxy may be revoked prior to its exercise by
appropriate notice to the undersigned. If no directions are given, proxies will
be voted for the election of directors and for the approval of the selection of
independent auditors. Citibank (New York State), a wholly-owned subsidiary of
Citicorp, which exercises sole voting power over a majority of the outstanding
shares of common stock, has advised the Corporation that it intends to vote all
such shares in favor of the election of the nominees named herein and for the
ratification of the Corporation's independent auditors. Because of the voting
power of Citibank (New York State), those nominees are assured election and the
ratification of independent auditors is assured passage. On any of these
matters, abstentions and broker non-votes are not considered votes cast.
Copies of the Corporation's Annual Report to Stockholders and Form 10-K may
be obtained without charge by writing to the Corporation at 99 Garnsey Road,
Pittsford, New York 14534, Attention: Investor Relations, or by telephone
request to (716) 248-7187.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR INCLUSION IN THE STUDENT LOAN
CORPORATION'S 1999 PROXY STATEMENT
In accordance with Rule 14a-8 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, the Corporation will
accept proposals of stockholders for possible inclusion in the Corporation's
1999 Proxy Statement through the close of business on December 4, 1998.
By order of the Board of Directors,
/s/ Stephen E. Dietz
Stephen E. Dietz
Secretary
<PAGE>
1998 PROXY THE STUDENT LOAN CORPORATION
Annual Meeting of Stockholders--May 8, 1998, 11:00 A.M. (Eastern time),
One Court Square, 50th Floor, Long Island City, New York
INSTRUCTIONS--To withhold authority to vote for any
individual nominee, write that nominee's
name on the line provided below.
Bill Beckmann, Glenda B. Glover
Stock is NOT to be voted for the following nominee(s) for director:
------------------------------------------------------
The undersigned appoints Bill Beckmann, Carl E. Levinson and Yiannis
Zographakis, or any of them, proxies, each having power to substitute another
person to vote all the stock of The Student Loan Corporation held of record by
the undersigned on March 31, 1998 at the Annual Meeting of Stockholders of The
Student Loan Corporation to be held on May 8, 1998 and at any adjournment
thereof. The proxies have authority to vote such stock, as indicated on the
reverse side hereof, (1) to elect directors and (2) to ratify the selection of
Independent Auditors. The proxies are further authorized to vote such stock upon
any other business that may properly come before the meeting or any adjournment
thereof.
Please indicate on the reverse side of this card how your stock is to be voted.
Unless you otherwise indicate, this proxy will be voted "FOR" the election of
directors and "FOR" the proposal on Independent Auditors.
Please date and sign this proxy on the reverse side and return it promptly
whether or not you expect to attend the meeting. You may, nevertheless, vote in
person if you do attend. We thank you for your interest.
This Proxy is Solicited on Behalf of the Board of Directors
<PAGE>
PROPOSALS OF THE BOARD OF DIRECTORS
The Directors Recommend a Vote FOR
I. Election of Directors FOR WITHHOLD* ABSTAIN
[_] [_] [_]
II. Ratification of Independent Auditors FOR WITHHOLD* ABSTAIN
[_] [_] [_]
*To withhold authority to vote for any individual mark this box AND write
that nominee's name on the line provided on the reverse side of this card.
Unless you otherwise indicate, this proxy will be voted "FOR" the election of
directors and "FOR" the proposal on Independent Auditors.
This Proxy is Solicited on Behalf
of the Board of Directors
Please Sign Here exactly as your name(s) appear(s) to the left.
__________________________________________
__________________________________________
Dated:__________________________________
When signing as attorney, executor, administrator, trustee or guardian,
please give full title.
