Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: POS AM Slm Holding Corporation Form S-4 194 1.06M
2: EX-3.1A Majority Dir Form of Amend & Restrated Certivicate 4 23K
3: EX-3.2A By-Law of Slm Holding Corporation 12 67K
4: EX-10.9 Lt Agreement Dated May 27, 1997 4 22K
5: EX-23.1 Consent of Ernst & Young 1 7K
6: EX-23.2 Consent of Persons Who Have Agreed to Serve 10 16K
7: EX-27 Financial Data Statement 2± 8K
8: EX-99.3 Proxy Statement Supp. of the Majority Directors 29 158K
EX-10.9 — Lt Agreement Dated May 27, 1997
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EXHIBIT 10.9
May 27, 1997
Committee to Restore Value
at Sallie Mae
c/o Mr. Albert L. Lord
LCL, Ltd.
1317 F Street, N.W.
Suite 202
Washington, D.C. 20004
Re: Settlement Agreement
Dear Al:
This letter sets forth the mutual understanding between the Student Loan
Marketing Association ("Sallie Mae") and the Committee to Restore Value at
Sallie Mae (the "CRV") regarding the procedures for obtaining shareholder
approval of the privatization of Sallie Mae and other matters to be presented to
shareholders in connection therewith.
1. Sallie Mae, with the cooperation and assistance of counsel for Sallie
Mae and counsel for the CRV, shall use its best efforts to promptly prepare and,
within ten days from the effective date of this Letter Agreement, file with the
Securities and Exchange Commission (the "SEC") a post-effective amendment,
including any subsequent amendments relating thereto filed in response to any
comments received from the SEC in respect of such post-effective amendment or
any related subsequent amendments (collectively, the "Amendment"), to its
Registration Statement on Form S-4, No. 333-21217 (the "Form S-4"). Except with
respect to the part of the Amendment setting forth the information contained in
the annexes described in paragraph 2 hereof, the form, content and appearance of
the Amendment shall be mutually agreed upon by Sallie Mae and the CRV. Without
limiting the foregoing, any cover letter to shareholders prepared and filed with
the SEC as part of the Amendment shall be neutral in tone and in a form that is
mutually agreed upon by Sallie Mae and the CRV. The Amendment shall state that
shareholders of Sallie Mae are being asked to approve, by a separate vote, a
plan of reorganization (the "Reorganization Proposal") pursuant to which Sallie
Mae will become a subsidiary of SLM Holding Corporation, a Delaware-chartered
holding company (the "Holding Company"). Each of Sallie Mae and the CRV agree to
recommend that shareholders vote for the Reorganization Proposal. The
Reorganization Proposal will be implemented through consummation of the
Agreement and Plan of Reorganization contained as an appendix to the existing
Form S-4. In addition, the Amendment shall state that shareholders are being
asked to select, by a separate vote (on a non-cumulative basis), a slate of
nominees that will be appointed as the initial Holding Company Board of
Directors upon approval of the Reorganization Proposal (the "Board Slate
Proposal"). Each of the slate of nominees proposed by Sallie Mae (the "Sallie
Mae Slate") and the slate of nominees proposed by the CRV (the "CRV Slate")
shall consist of up to fifteen members, and the size of the Holding Company
Board shall be fixed at fifteen. It is understood that shareholders will not
have the opportunity to withhold authority for any individual nominee. Assuming
the presence of a quorum and shareholder approval of the Reorganization Proposal
under the terms of the Student Loan Marketing Association Reorganization Act of
1996 (the "Privatization Act"), the fifteen nominees receiving the highest
plurality of the votes cast in person or by proxy, shall as soon as possible
after such shareholder approval of the Reorganization Proposal, be appointed by
Sallie Mae as directors of the Holding Company, which nominees shall not be
removed from the Holding Company Board prior to the consummation of the
reorganization. In the event that, as a result of the votes cast in respect of
the Board Slate Proposal, one party is entitled to minority representation on
the Holding Company Board, such party, since all of its nominees shall have
received the same number of votes cast in
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respect of the Board Proposal, shall select the individual(s) to be appointed by
Sallie Mae to such minority position(s) on the Holding Company Board from among
any of its nominees who have consented to serve as a minority director with the
other party's nominees.
2. The Amendment shall contain such updating of financial and other
information as is required by the rules and regulations of the SEC. In addition,
with respect to the Board Slate Proposal, each of Sallie Mae and the CRV shall
include appropriate information (the "Information") in annexes forming a portion
of the Amendment (or such other form acceptable to the SEC and mutually agreed
upon by Sallie Mae and the CRV) relating to the members of its proposed slate of
directors, the business plan that such slate intends to implement and the
charter and by-laws that such slate intends to adopt as the Holding Company's
governing documents immediately prior to privatization. The Information when
filed shall be complete and accurate. Should any portion of the Information
change, become inaccurate or be supplemented, the party responsible for such
changed, inaccurate or supplemental Information shall promptly file with the SEC
such changed, corrected or supplemental Information, as the case may be. Sallie
Mae shall cooperate with the CRV in causing any such filing to be promptly filed
electronically with the SEC. Each of Sallie Mae and the CRV acknowledges that
the Information may contain modifications or changes from that previously
furnished to shareholders as part of the solicitations made to date relating to
the special meetings of shareholders in respect of privatization. The
Information relating to each of Sallie Mae and the CRV shall be prepared by
Sallie Mae and the CRV, respectively, and shall be furnished in separate
documents to be filed by Sallie Mae as annexes to the Amendment. Each of Sallie
Mae and the CRV agree that each party shall be free to prepare its respective
portion of the Information as it deems, in its sole and absolute discretion,
appropriate. In addition, Sallie Mae and the CRV shall secure from their
respective slate of nominees written consent from each proposed nominee stating
each such nominee's consent to serve on the slate that nominated such nominee.
Such consents shall be filed as exhibits to the Amendment. In the Amendment,
each of the parties hereto shall be permitted to disclaim any and all
responsibility and liability for any of the Information furnished by the other
party. Each of Sallie Mae and the CRV shall be permitted to use its own form of
mutually agreed upon proxy card. The Amendment (other than the exhibits thereto,
the Information and the proxy cards) shall be mailed by Sallie Mae by first
class mail to all shareholders without proxy cards no earlier than four days
after the Record Date (as defined in paragraph 3 hereof) and in any event at
least one day prior to Sallie Mae's and the CRV's respective distributions of
the Information portion of the Amendment and their respective proxy cards.
3. The votes on the Reorganization Proposal and the Board Slate Proposal
shall be held at a new special meeting of shareholders of Sallie Mae (the
"Special Meeting") to be called exclusively for such purpose. A record date for
the Special Meeting shall be fixed by the Sallie Mae Board for a date that is
ten days after the date of issuance of the joint press release contemplated by
paragraph 7 hereof (the "Record Date"). The Special Meeting shall be set by the
Sallie Mae Board to take place in Washington, D.C. at 11:00 a.m. on the first
Thursday following the date that is twenty days after the date on which the
Amendment is first mailed to shareholders.
The Special Meeting shall be conducted pursuant to a mutually agreed upon
script and shall not be adjourned to a later date except by mutual agreement of
Sallie Mae and the CRV. Sallie Mae shall make arrangements for each of Sallie
Mae and the CRV to have access to comparable facilities at the Special Meeting.
Corporate Election Services shall serve as the independent inspector of
elections for the Special Meeting pursuant to instructions mutually agreed upon,
prior to the Special Meeting, by Sallie Mae and the CRV.
Each of Sallie Mae and the CRV shall have equal access to shareholder
mailing and position information and shall be entitled to as many copies of the
Amendment as it may reasonably request.
4. All members of the Sallie Mae Board shall vote to amend Sallie Mae's
By-laws to permit the next annual meeting of Sallie Mae to occur after the
Special Meeting.
5. Each of Sallie Mae and the CRV agree, upon effectiveness of this Letter
Agreement, to cancel all special meetings of shareholders called to date in
respect of the privatization and to void all proxies solicited to date.
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6. The Sallie Mae Board agrees to abide by the results of the shareholders'
vote on the Reorganization Proposal and to cause Sallie Mae to appoint, as soon
as possible after shareholder approval of the Reorganization Proposal under the
terms of the Privatization Act, the fifteen nominees receiving the highest
plurality of votes cast in respect of the Board Slate Proposal (with any
minority representation on the Holding Company Board to which any party may be
entitled to be determined in accordance with paragraph 1 hereof) as the Holding
Company Board, the members of which Board shall not be removed prior to the
consummation of the reorganization. If the slate so appointed consists of a
majority of members affiliated with the CRV, the CRV Slate, in their capacity as
Holding Company directors, shall designate new officers of the Holding Company
and Sallie Mae Merger Company to effectuate the reorganization, which officers
shall make or cause to be made any filing with the Delaware Secretary of State
to effect any necessary amendment to such companies' certificates of
incorporation and to effect the reorganization.
7. The substance of this Letter Agreement shall be disclosed in a joint
press release approved by both Sallie Mae and the CRV.
8. Prior to the Record Date, Sallie Mae shall not issue any additional
voting securities of Sallie Mae, other than pursuant to currently exercisable
stock options or as required by the terms of benefit plans currently in effect
on the date hereof.
9. The parties hereto agree to take, or cause to be taken, all such further
action as shall be necessary or appropriate to effect privatization and the
other matters presented to shareholders in connection therewith consistent with
the terms of the Privatization Act and this Letter Agreement.
10. The Sallie Mae Board shall authorize the payment of (i) all Approved
Expenses of the CRV incurred to date and upon the effectiveness of this
Agreement shall reimburse the CRV for all Approved Expenses incurred to date, in
each case in connection with the solicitations made to date relating to
privatization (including the solicitation to call a special meeting and all
litigation filed to date relating to such solicitation), (ii) all Approved
Expenses of the CRV incurred in connection with the preparation and filing with
the SEC of the Amendment and any supplemental Information, and (iii) all
Approved Expenses of the CRV incurred in connection with the solicitation of
proxies for the Special Meeting provided for under this Letter Agreement. Sallie
Mae agrees to pay and/or reimburse promptly such Approved Expenses upon being
presented with evidence thereof. For purposes of this paragraph, "Approved
Expenses" shall mean those expenses (including the payment of proxy solicitors,
costs of printing and distributing proxy cards and the annexes, advisors, travel
and related expenses, and attorneys fees) that have been determined to be
reasonable by Mr. Robert Huret, which in the case of expenses incurred to date
shall be consistent with the estimates of such expenses presented to the Sallie
Mae Board. The parties hereto acknowledge that all expenses of Sallie Mae in
connection with the privatization, including those expenses of the nature
addressed by this paragraph, have been authorized and approved previously by a
resolution of the Sallie Mae Board of Directors.
11. Sallie Mae agrees to dismiss with prejudice the currently pending
litigation (Civil Action No. 97-784 (HHG)). Sallie Mae and the CRV each agree to
release the CRV and Sallie Mae, respectively, from any claim or counterclaim
that could have been brought against such party (and/or its directors, officers,
affiliates, members, agents, representatives, advisors or "participants" (as
such term is defined in SEC Regulation 14A) in its solicitation) relating to
such litigation. Each of Sallie Mae and the CRV further agree not to initiate or
authorize any action, claim or other litigation relating to the privatization or
the solicitation of proxies in respect thereof against the other party (and/or
its directors, officers, affiliates, members, agents, representatives, advisors
or "participants" (as such term is defined in SEC Regulation 14A) in its
solicitation) after the date hereof, unless such action, claim or other
litigation (i) if initiated or authorized by Sallie Mae, is authorized by a vote
of its Board of Directors and if initiated or authorized by the CRV, is
authorized by a majority of its members, and (ii) does not seek monetary relief
or recovery.
12. The parties hereto represent and agree that this Letter Agreement shall
become effective upon approval by a majority of the Sallie Mae Board and a
majority of the CRV, respectively.
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If the foregoing accurately reflects our understanding, please so indicate
by signing and dating below.
Sincerely,
/s/ WILLIAM ARCENEAUX
--------------------------------------
William Arceneaux
Chairman of the Board
Agreed:
/s/ ALBERT L. LORD
---------------------------------------------------
Name: Albert L. Lord
Title:
Date: May 27, 1997
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘POS AM’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/13/97 |
| | 5/27/97 | | 1 | | 4 | | | 10-QT |
| List all Filings |
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