FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SLM HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 52-2013874
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
11600 SALLIE MAE DRIVE
RESTON, VA 20193
(703) 810-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
MARIANNE M. KELER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
SLM HOLDING CORPORATION
11600 SALLIE MAE DRIVE
RESTON, VA 20193
(703) 810-3000
(Address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
RONALD O. MUELLER
GIBSON, DUNN & CRUTCHER LLP
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PER UNIT OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE (1) OFFERING PRICE (1) FEE
Common Stock, par value $0.20 per share 82,514 Shares $40.8125 $3,367,602.60 $936.19
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the high and low prices
for the common stock of $40.8125, as reported by the New York Stock Exchange
on May 27, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING STOCKHOLDERS MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE IN WHICH AN OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
JUNE 4, 1999
SLM HOLDING CORPORATION
82,514 SHARES OF COMMON STOCK
PAR VALUE $.20 PER SHARE
- - The selling stockholders may sell, from time to time, up to 82,514 shares of
our common stock. We will not receive any proceeds from sales of these shares.
The selling stockholders may offer the shares through public or private
transactions at prevailing market prices, at prices related to prevailing
market prices or at privately negotiated prices. See "Plan of Distribution" on
page 7.
- - The selling stockholders received these shares of our common stock when
Electronic Marketing Resource Group, Inc. merged into EMRG Acquisition
Corporation, our wholly owned subsidiary. We consummated this merger on April
27, 1999.
- - Our common stock is listed on the New York Stock Exchange under the symbol
"SLM". On June 3, 1999, the closing price of our common stock on the NYSE was
$42.1875.
- - You should read this prospectus carefully before you invest.
- - We are required to include the following legend: OBLIGATIONS OF SLM HOLDING
AND ANY SUBSIDIARY OF SLM HOLDING ARE NOT GUARANTEED BY THE FULL FAITH AND
CREDIT OF THE UNITED STATES, AND NEITHER SLM HOLDING NOR ANY SUBSIDIARY OF SLM
HOLDING IS A GOVERNMENT-SPONSORED ENTERPRISE (OTHER THAN STUDENT LOAN
MARKETING ASSOCIATION) OR AN INSTRUMENTALITY OF THE UNITED STATES.
- - NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
, 1999
TABLE OF CONTENTS
PAGE
-----
About this Prospectus.................................................................. 2
Where You can Find More Information.................................................... 3
Forward-Looking Statements............................................................. 4
SLM Holding............................................................................ 5
Use of Proceeds........................................................................ 5
Selling Stockholders................................................................... 5
Plan of Distribution................................................................... 7
Legal Matters.......................................................................... 8
Experts................................................................................ 8
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the SEC.
The selling stockholders may use this prospectus to sell up to 82,514 shares of
our common stock, as described in this prospectus, in one or more offerings.
The selling stockholders received these shares of our common stock when
Electronic Marketing Resource Group, Inc. merged into EMRG Acquisition
Corporation, our wholly owned subsidiary. We consummated this merger on April
27, 1999. We issued shares to the selling stockholders in the merger under an
exemption provided by Section 4(2) of the Securities Act of 1933.
You should read this prospectus together with the additional information
described under the heading "Where You Can Find More Information." To see more
details about us, you should read the exhibits we filed with our registration
statement.
Our principal executive offices are located at 11600 Sallie Mae Drive,
Reston, VA 20193, and our telephone number is (703) 810-3000.
2
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports, proxy statements and other information with the
Securities and Exchange Commission. You may inspect and copy these reports and
other information at the SEC's public reference facilities in Washington, D.C.
(located at 450 Fifth Street, N.W., Washington, D.C. 20549), Chicago (located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661) and New York (located at Seven World Trade Center, 13th Floor,
New York, New York 10048). You can also obtain copies of these materials from
the SEC's public reference section (located at 450 Fifth Street, N.W.,
Washington, D.C. 20549) at prescribed rates. Please call the SEC at
1-800-SEC-0300 for further information about the public reference rooms. The SEC
also maintains a site on the World Wide Web at http://www.sec.gov. This site
contains reports, proxy and information statements and other information about
registrants that file electronically with the SEC. You can also inspect reports
and other information we file at the office of the New York Stock Exchange, Inc.
(located at 20 Broad Street, New York, New York 10005). You can also obtain
copies of documents we file with the SEC at our site on the World Wide Web,
located at http://www.salliemae.com.
The SEC permits us to "incorporate by reference" the information and reports
we file with it. This means that we can disclose important information to you by
referring to another document. The information that we incorporate by reference
is considered to be part of this prospectus, and later information that we file
with the SEC automatically updates and supersedes this information.
Specifically, we incorporate by reference:
- our annual report on Form 10-K for the fiscal year ended December 31,
1998, which we filed on March 29, 1999 (File Number 1-13251);
- our quarterly report on Form 10-Q for the quarter ended March 31, 1999,
which we filed on May 14, 1999 (File Number 1-13251);
- the description of our common stock set forth in our Form 8-A, which we
filed on August 7, 1997 (File Number 1-13251), and any amendments or
reports filed for the purpose of updating this description; and
- all documents we file with the SEC pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this prospectus and prior
to the termination of the offering of the shares offered by this
prospectus.
We will provide a copy of these filings to each person, including any
beneficial owner, to whom we deliver this prospectus, upon written or verbal
request. You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
Corporate Secretary
SLM Holding Corporation
11600 Sallie Mae Drive
Reston, VA 20193
(703) 810-3000
You should rely only on the information incorporated by reference or
provided in this prospectus and any supplement. We have not authorized anyone
else to provide you with different information.
3
FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus that are based on
our management's beliefs and assumptions and on information currently available
to our management. Forward-looking statements include information concerning our
possible or assumed future results of operations and statements preceded by,
followed by or that include the words "believes," "expects," "anticipates,"
"intends," "plans," "estimates" or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in these
forward-looking statements. You are cautioned not to put undue reliance on any
forward-looking statements. Except as may be required by law, we do not have any
intention or obligation to update forward-looking statements after we distribute
this prospectus.
You should understand that the following important factors could cause our
results to differ materially from those expressed in forward-looking statements:
- changes in the terms of student loans and the educational credit
marketplace arising from the implementation of applicable laws and
regulations and from changes in these laws and regulations, which may
reduce the volume, average term and costs of yields on student loans under
the Federal Family Education Loan Program or result in loans being
originated or refinanced under non-FFELP programs or affect the terms upon
which banks and others agree to sell FFELP loans to us;
- changes in the demand for educational financing or in financing
preferences of lenders, educational institutions, students and their
families, which could reduce demand for our products and services or
increase our costs;
- changes in the general interest rate environment and in the securitization
markets for student loans, which could increase the costs or limit the
availability of financings necessary to initiate, purchase or carry
student loans; and
- interruptions in our operations or others' operations resulting from the
inability of computers or other systems to process year 2000-related
information, which could impact our liquidity and our ability to obtain,
generate or process documents or payments that we receive from or are due
to others.
4
SLM HOLDING CORPORATION
We were formed in 1997 in connection with the reorganization of the Student
Loan Marketing Association under the Student Loan Marketing Association
Reorganization Act of 1996. We do business under the name "Sallie Mae." Our
principal business is financing and servicing education loans. We presently
conduct a majority of this business through two wholly owned subsidiaries:
Student Loan Marketing Association, a government-sponsored enterprise chartered
by an act of Congress, and Sallie Mae Servicing Corporation, a Delaware
corporation. We are the largest non-governmental source of financing and
servicing for education loans in the United States.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the selling
stockholders.
SELLING STOCKHOLDERS
The selling stockholders may from time to time offer and sell pursuant to
this prospectus any or all of 82,514 shares of our common stock. The selling
stockholders received these shares when Electronic Marketing Resource Group,
Inc. merged into EMRG Acquisition Corporation, our wholly owned subsidiary. We
consummated this merger on April 27, 1999.
The following table sets forth, as of April 28, 1999, the number of shares
of our common stock that each selling stockholder beneficially owns. The term
"selling stockholders" includes the holders listed below and their transferees,
pledgees, donees or other successors. We have prepared this table based upon
information furnished to us by or on behalf of the selling stockholders. Based
on information provided to us by the selling stockholders, no selling
stockholder other than David T. Waldron owns shares of our common stock other
than those received in the merger and listed in the table below. Based on
information provided to us by Mr. Waldron, he beneficially owns three shares of
our common stock other than those listed in the table below.
None of the selling stockholders owns more than 1% of our outstanding common
stock. As indicated in the table below, 16 of the selling stockholders became
employees of EMRG Acquisition Corporation, our wholly owned subsidiary, on April
27, 1999. None of the selling stockholders has had any other material
relationship with us during the past three years.
The selling stockholders confirmed at the time they acquired the shares
listed below that they acquired the shares for investment purposes only and not
with a view toward their resale, and acknowledged the existence of restrictions
on resale applicable to these shares. This offering relates only to the sale of
shares held or to be held by the selling stockholders named in the following
table. Since the date on which they provided us with the information below, the
selling stockholders may have sold, transferred or otherwise disposed of some or
all of their shares of our common stock in transactions exempt from the
Securities Act's registration requirements.
5
SELLING STOCKHOLDERS
WHO BECAME EMPLOYEES OF SHARES SELLING STOCKHOLDERS SHARES
EMRG ACQUISITION CORP. REGISTERED WHO ARE NOT EMPLOYEES OF REGISTERED
ON APRIL 27, 1999 HEREBY EMRG ACQUISITION CORP. HEREBY
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David T. Waldron 26,176 The Development Council of Buffalo County 11,788
Terry H. Sinnard 7,974 John S. Hagood 8,559
Robert L. Pike 2,363 Larry Callen 2,922
Nancy S. Williams 1,190 Carol L. Swiger 2,524
Nancy L. Straatmann 866 Quad Equities, Inc. 2,380
Rebecca L. Kuehner 626 Patrick J. Ruszkowski 2,121
Linda D. Waldron 586 Michael D. Swiger 1,870
Beverly Hochberger 477 Richard Roenfeldt 1,044
Debra Roberts 426 Mary C. Hagood 885
Lennis D. Sytsma 386 Darrel G. Albers 696
Rhonda Engels 297 Jester Farms Partnership 655
Kathy McGlinn 205 Randall J. Straatmann 602
Sherri D. Ellsworth 185 Thomas C. Myers 598
Randall L. Harrison 173 David J. Raymond 597
Joanne Pabian 56 Gene H. and Connie S. Koepke 530
Anna Trampe 49 Ron and Mary Scott 530
TOTAL: 42,035 J. Michael Keenan 519
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Jerry D. Sestak 339
Trowbridge Enterprises Partnership 339
Richard F. and Kathleen A. Pilakowski 296
Alan M. Donley 262
Barbara E. Schug 219
Darlene G. Fuerstenau 204
TOTAL: 40,479
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The information regarding the selling stockholders may change from time to
time. If required, we will set forth these changes in one or more prospectus
supplements. Because the selling stockholders may offer all or some portion of
the shares pursuant to this prospectus, and because there are no agreements,
arrangements or understandings with respect to the sale of the shares, we cannot
estimate the number of shares that the selling stockholders will hold upon
termination of this offering.
6
PLAN OF DISTRIBUTION
The selling stockholders can use this prospectus to sell the shares at any
time while the prospectus is in effect, unless we have notified the selling
stockholders that the prospectus is not then available. Each of the selling
stockholders will determine if, when and how it will sell the shares it owns.
Any sales may occur in one or more of the following types of transactions:
- transactions on the New York Stock Exchange or any other organized market
where the shares may be traded; or
- privately negotiated transactions between the selling stockholder and the
purchaser; or
- transactions effected with or through a broker-dealer acting as either
agent or principal.
These transactions may involve transfer of the shares upon exercise or
settlement of put or call options, or delivery of the shares to replace shares
that were previously borrowed from another stockholder. If a broker-dealer is
used in the sale of shares, that person may solicit potential purchasers. The
shares may also be transferred as a gift or pursuant to a pledge, or may be sold
to a broker-dealer acting as principal, in which case the donee, pledgee or
broker-dealer may be subject to the same obligations and liabilities under the
Securities Act as a selling stockholder. These persons may then sell the shares
to another person, either directly or through another broker-dealer, subject to
compliance with the requirements of the Securities Act.
The price at which sales of the shares occur may be based on market prices
or may be negotiated between the parties, and the consideration may be cash or
another form negotiated between the parties. Broker-dealers acting as agents or
principals may be paid compensation in the form of discounts, concessions or
commissions from the selling stockholder and/or from the purchasers of the
shares, or both. Any profits on the resale of shares by a broker-dealer acting
as principal might be deemed to be underwriting discounts or commissions under
the Securities Act. Discounts, concessions, commissions and similar selling
expenses, if any, attributable to the sale of shares will be borne by the
selling stockholder and/or the purchasers. We have agreed to pay certain of the
costs, expenses and fees of preparing, filing and maintaining this prospectus
and the registration statement of which this prospectus is a part, but we will
not receive any proceeds from sale of these shares.
The selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares, nor is there an underwriter
or coordinating broker acting in connection with a proposed sale of shares by
any selling stockholder. If we are notified by a selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares, we will file a supplement to this prospectus, if required, disclosing:
- the name of each such selling stockholder and of the participating
broker-dealer(s);
- the number of shares involved;
- the price at which the shares were sold;
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable; and
- other facts material to the transaction.
If the selling stockholders use this prospectus for any sale of the shares,
they will be subject to the prospectus delivery requirements of the Securities
Act. For transactions effected on or through the NYSE, those requirements may be
satisfied by our delivery of copies of this prospectus to the NYSE in compliance
with Securities Act Rule 153. Instead of using this prospectus for any sale of
the shares, a
7
selling stockholder may resell shares in compliance with the criteria and
requirements of Securities Act Rule 144. Resales in reliance upon Rule 144 may
not be made before April 27, 2000.
A selling stockholder may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares if
liabilities are imposed on it under the Securities Act.
LEGAL MATTERS
Marianne M. Keler, Esq., our General Counsel, has passed upon the validity
of the shares offered by this prospectus. Ms. Keler owns shares of our common
stock and holds stock options and stock-based awards under our compensation
plans, and she may receive additional awards under our compensation plans in the
future.
EXPERTS
The financial statements and schedules included in our annual report on Form
10-K for the fiscal year ended December 31, 1998 and incorporated by reference
in this prospectus have been audited by Arthur Andersen LLP, independent public
accountants for the fiscal years ended December 31, 1998 and December 31, 1997,
as indicated in their reports thereon, and by Ernst & Young LLP, independent
auditors, for the fiscal year ended December 31, 1996, as indicated in their
report thereon, and are incorporated by reference in this prospectus and
registration statement in reliance upon the authority of such firms as experts
in accounting and auditing.
8
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NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE UNDER THIS
PROSPECTUS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US OR THE
SELLING STOCKHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
UNDER THIS PROSPECTUS WILL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THERE HAS BEEN
NO CHANGE IN OUR AFFAIRS OR THAT THE INFORMATION IN THIS PROSPECTUS IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE AS OF WHICH THE INFORMATION IS GIVEN. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES OFFERED UNDER THIS PROSPECTUS TO ANYONE IN ANY
JURISDICTION IN WHICH THE OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION.
SLM HOLDING CORPORATION
82,514 SHARES OF COMMON STOCK
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PROSPECTUS
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, 1999
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses payable by us in connection with
the offering of the shares being registered, other than discounts and
commissions. The selling stockholders will not share any portion of these
expenses.
Registration Fee................................................. $ 936.19
Printing Expenses................................................ 1,000.00
Legal Fees and Expenses.......................................... 2,500.00
Accounting Fees and Expenses..................................... 2,500.00
Miscellaneous.................................................... 563.81
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Total........................................................ $ 7,500
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ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article XIII of SLM Holding's By-Laws provides for indemnification of the
officers and directors of SLM Holding to the fullest extent permitted by
applicable law. Section 145 of the Delaware General Corporation Law provides, in
relevant part, that a corporation organized under the laws of Delaware shall
have the power, and in certain cases the obligation, to indemnify any person who
was or is a party or is threatened to be made a party to any suit or proceeding
because such person is or was a director, officer, employee or agent of the
corporation or is or was serving, at the request of the corporation, as a
director, officer, employee or agent of another corporation, against all costs
actually and reasonably incurred by him in connection with such suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal proceeding, he had no reason to believe his conduct was
unlawful. Similar indemnity is permitted to be provided to such persons in
connection with an action or suit by or in right of the corporation, provided
such person acted in good faith and in a manner he believed to be in or not
opposed to the best interests of the corporation, and provided further (unless a
court of competent jurisdiction otherwise determines) that such person shall not
have been adjudged liable to the corporation.
The directors and officers of SLM Holding and its subsidiaries are covered
by a policy of insurance under which they are insured, within limits and subject
to certain limitations, against certain expenses in connection with the defense
of actions, suits or proceedings, and certain liabilities that might be imposed
as a result of such actions, suits or proceedings in which they are parties by
reason of being or having been directors or officers.
II-1
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference:
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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*2 Agreement and Plan of Merger, dated as of March 8, 1999, by and among SLM Holding
Corporation, EMRG Acquisition Corporation and Electronic Marketing Resources Group, Inc.
*5 Opinion of Marianne M. Keler, Esq.
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ernst & Young LLP
**24.1 Power of Attorney
- ------------------------
*Filed herewith.
**Included on the signature page of this registration statement.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in the post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities
II-2
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, SLM Holding
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Reston, Virginia on the 4th day of June, 1999.
SLM HOLDING CORPORATION
By: /s/ EDWARD A. FOX
---------------------------------------------
Edward A. Fox
Its: Chairman of the Board of Directors
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints J. Paul
Carey as his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for such person and in his or her name,
place and stead, in any and all capacities, to sign any or all further
amendments (including post-effective amendments) to this Registration Statement
(and any additional Registration Statement related hereto permitted by Rule
462(b) promulgated under the Securities Act of 1933 (and all further amendments,
including post-effective amendments, thereto)), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ EDWARD A. FOX
- ------------------------------ Chairman of the Board of June 4, 1999
Edward A. Fox Directors
/s/ ALBERT L. LORD Chief Executive Officer
- ------------------------------ (principal executive June 4, 1999
Albert L. Lord officer)
/s/ MARK G. OVEREND Chief Financial Officer
- ------------------------------ (principal financial and June 4, 1999
Mark G. Overend accounting officer)
/s/ JAMES E. BRANDON
- ------------------------------ Director June 4, 1999
James E. Brandon
II-4
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ CHARLES L. DALEY
- ------------------------------ Director June 4, 1999
Charles L. Daley
/s/ WILLIAM M. DIEFENDERFER
- ------------------------------ Director June 4, 1999
William M. Diefenderfer
/s/ DIANE S. GILLELAND
- ------------------------------ Director June 4, 1999
Diane S. Gilleland
/s/ ANN TORRE GRANT
- ------------------------------ Director June 4, 1999
Ann Torre Grant
/s/ RONALD F. HUNT
- ------------------------------ Director June 4, 1999
Ronald F. Hunt
/s/ BENJAMIN J. LAMBERT, III
- ------------------------------ Director June 4, 1999
Benjamin J. Lambert, III
/s/ MARIE V. MCDEMMOND
- ------------------------------ Director June 4, 1999
Marie V. McDemmond
/s/ BARRY A. MUNITZ
- ------------------------------ Director June 4, 1999
Barry A. Munitz
/s/ A. ALEXANDER PORTER
- ------------------------------ Director June 4, 1999
A. Alexander Porter
- ------------------------------ Director
Wolfgang Schoellkopf
/s/ STEVEN L. SHAPIRO
- ------------------------------ Director June 4, 1999
Steven L. Shapiro
/s/ RANDOLPH H. WATERFIELD
- ------------------------------ Director June 4, 1999
Randolph H. Waterfield
II-5