================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2001 ------------------ USA EDUCATION, INC. Formerly known as 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, VIRGINIA 20193 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 810-3000 ================================================================================ ITEM 5. OTHER EVENTS On April 11, 2001, USA Education, Inc. consummated the issuance of $115,000,000 of Senior Notes due February 18, 2003, increasing the aggregate principal amount of the outstanding notes of this series to $615,000,000. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired: Not applicable. (b) Pro Form Financial Information: Not applicable. (c) Exhibits: 1.1 Underwriting Agreement, dated April 6, 2001, between USA Education, Inc. and Goldman, Sachs & Co. and Banc of America Securities LLC 1.2 Pricing Agreement, dated April 6, 2001, between USA Education, Inc. and Goldman, Sachs & Co. and Banc of America Securities LLC 4.1.1 Amendment to Second Supplemental Indenture, dated as of April 11, 2001, between USA Education, Inc. and The Chase Manhattan Bank, as trustee 4.1.2 Form of Global Certificates for $115,000,000 of Senior Notes Due February 18, 2003 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. USA EDUCATION, INC. By: /s/ JOHN F. REMONDI -------------------------------------- Name: John F. Remondi Title: Executive Vice President and Chief Financial Officer Dated: April 13, 2001 USA EDUCATION, INC. Form 8-K CURRENT REPORT EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 1.1 Underwriting Agreement, dated April 6, 2001, between USA Education, Inc. and Goldman, Sachs & Co. and Banc of America Securities LLC 1.2 Pricing Agreement, dated April 6, 2001, between USA Education, Inc. and Goldman, Sachs & Co. and Banc of America Securities LLC 4.1.1 Amendment to Second Supplemental Indenture, dated April 11, 2001, between USA Education, Inc. and The Chase Manhattan Bank, as trustee 4.1.2 Form of Global Certificates for $115,000,000 of Senior Notes Due February 18, 2003