AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 2001
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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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, VA 20193
(703) 810-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MARIANNE M. KELER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
USA EDUCATION, INC.
11600 SALLIE MAE DRIVE
RESTON, VA 20193
(703) 810-3000
(Address, including zip code, and telephone number, including area code, of
agent for service)
COPIES TO:
DIANA DE BRITO, ESQ.
CADWALADER, WICKERSHAM & TAFT
1201 F STREET, N.W.
WASHINGTON D.C. 20004
(202) 862-2400
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,
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: /X/ File No. 333-46056
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(1)
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
PROPOSED TO BE REGISTERED(2) AMOUNT TO BE REGISTERED(1) OFFERING PRICE REGISTRATION FEE
Debt Securities (3), Common Stock, $0.20 par
value per share (4), Preferred Stock, no par
value, and Warrants............................ 64,000,000 $64,000,000(5)(6)(7)(8) $16,000
(1) The amount of securities being registered represents 20% of $320,000,000
aggregate principal amount of securities registered by the Registrant under
Registration Statement No. 333-46056 and not previously sold.
(2) Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(3) The Debt Securities to be offered hereunder will consist of one or more
series of senior debt securities or subordinated debt securities or any
combination thereof, as more fully described herein.
(4) Common Stock is registered primarily for the purpose of allowing flexibility
to make sales of Common Stock in connection with the settlement of privately
negotiated equity forward contracts. Common Stock may also be issued upon
conversion, exercise or exchange of any Debt Securities, Preferred Stock or
Warrants.
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(6) No separate consideration will be received for Debt Securities, Common Stock
or Preferred Stock that are issued upon the conversion of Debt Securities or
Preferred Stock.
(7) In U.S. Dollars or the equivalent thereof in one or more foreign currencies
or composite currencies.
(8) Also includes such additional principal amount as may be necessary such
that, if Debt Securities are issued with an original issue discount, the
aggregate initial offering price of all Debt Securities will equal
$64,000,000 less the dollar amount of other securities previously issued.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION IV OF FORM S-3.
The contents of Registration Statement No. 333-46056 are incorporated by
reference into this Registration Statement. Pursuant to General Instruction IV
of Form S-3 and Rule 462(b)(3) of the Securities and Exchange Commission's Rules
and Regulations under the Securities Act of 1933, as amended, this Registration
Statement is part of Registration Statement No. 333-46056 as of the date of the
filing of this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference:
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
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*5.1 Opinion of Marianne M. Keler, Esq.
*23.1 Consent of Marianne M. Keler, Esq. (to be included in
Exhibit 5.1 to this Registration Statement)
*23.2 Consent of Arthur Andersen LLP
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* Filed herewith.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, USA Education,
Inc. 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 June 7, 2001.
USA EDUCATION, INC.
/S/ ALBERT L. LORD*
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By: Albert L. Lord
Its: CHIEF EXECUTIVE OFFICER
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
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/s/ EDWARD A. FOX* Chairman of the Board of Directors
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Edward A. Fox June 7, 2001
/s/ ALBERT L. LORD* Chief Executive Officer (principal
---------------------------------- executive officer)
Albert L. Lord June 7, 2001
/s/ JOHN F. REMONDI* Senior Vice President and Treasurer
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John F. Remondi accounting officer) June 7, 2001
Director
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Charles L. Daley
/s/ WILLIAM M. DIEFENDERFER* Director
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William M. Diefenderfer June 7, 2001
Director
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Thomas J. Fitzpatrick
Director
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Diane S. Gilleland
Director
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Earl A. Goode
/s/ ANN TORRE GRANT* Director
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Ann Torre Grant June 7, 2001
/s/ RONALD F. HUNT* Director
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Ronald F. Hunt June 7, 2001
/s/ BENJAMIN J. LAMBERT, III* Director
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Benjamin J. Lambert, III June 7, 2001
II-2
SIGNATURE TITLE DATE
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/s/ JAMES C. LINTZENICH* Director
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James C. Lintzenich June 7, 2001
/s/ BARRY A. MUNITZ* Director
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Barry A. Munitz June 7, 2001
/s/ A. ALEXANDER PORTER* Director
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A. Alexander Porter June 7, 2001
/s/ WOLFGANG SCHOELLKOPF* Director
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Wolfgang Schoellkopf June 7, 2001
/s/ STEVEN L. SHAPIRO* Director
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Steven L. Shapiro June 7, 2001
/s/ BARRY L. WILLIAMS* Director
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Barry L. Williams June 7, 2001
*By /s/ MARY F. EURE
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Mary F. Eure
Attorney-in-fact
II-3
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
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*5.1 Opinion of Marianne M. Keler, Esq.
*23.1 Consent of Marianne M. Keler, Esq. (to be included in
Exhibit 5.1 to this Registration Statement)
*23.2 Consent of Arthur Andersen LLP
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* Filed herewith.