SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by
the Registrant x
Filed
by a
Party other than the Registrant o
Check
the appropriate box:
| o |
Preliminary
Proxy Statement
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| o |
Confidential,
for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
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| o |
Definitive
Proxy Statement
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| o |
Definitive
Additional Materials
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| x |
Soliciting
Material Pursuant to Rule
14a-12
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SLM
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):
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fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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| o |
Fee
paid previously with preliminary materials.
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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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(1)
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Previously Paid:
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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SLM
CORPORATION
12061
Bluemont Way
Reston,
Virginia 20190
703-984-5002,
Fax 703-984-5031
THOMAS
J. FITZPATRICK
Chief
Executive Officer
April
16, 2007
TO: All
Sallie Mae Employees
Today
we announced the acquisition of Sallie Mae and our subsidiaries by an investment
group led by private equity firm J.C. Flowers & Co. and including Bank of
America and JPMorgan Chase. Our Board of Directors and management team welcome
and embrace this transaction. Employees can be equally excited by this news,
as
some of the world’s greatest financial institutions have come together in this
transaction to invest in the next generation of America’s students. This new
chapter in our history is a testament to our growth and success. For
example:
| · |
We
have transformed from a government-sponsored secondary market to
a
full-service financial services provider. Today’s announcement is the next
logical phase of our
transformation.
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| · |
Over
the past 10 years, we have helped to address college affordability
and
rising student debt by offering industry-leading student loan discounts
and an array of loan products and other services.
|
| · |
The
new investments made by the J.C. Flowers group in Sallie Mae will
bring
additional resources to help us address these critical market
needs.
|
This
transaction will also enhance our ability to introduce additional philanthropic
initiatives. Since 1999:
| · |
We
have generated nearly $2 billion to address college access and
affordability through six foundations that support academic preparation,
financial literacy, and college
access.
|
| · |
We
targeted our philanthropy to lower-income families, students from
underrepresented groups and the institutions that serve them.
|
| · |
We
have been recognized as one of the nation’s leading corporate citizens and
philanthropists
|
We
are proud that, as part of this transaction, our new owners plan to make
additional investments to increase higher education access for the neediest
Americans.
No
doubt, this exciting news creates a number of questions for Sallie Mae
employees. All employees are invited to attend a Town Hall meeting on Monday,
April 16, 2007. Additional details regarding our Town Hall meeting will be
forthcoming. I look forward to speaking with you and answering your questions
during the call.
Thank
you for your dedication, hard-work, and support, which have contributed to
this
transformation. This is an exciting, new chapter in Sallie Mae’s history. We
have evolved over the years to offer innovative products to students, and we
have collaborated with leading policymakers to address concerns about debt
levels and repayment options. We look forward to continuing this
legacy.
Sincerely,
Tim
Fitzpatrick
IMPORTANT
ADDITIONAL INFORMATION REGARDING THE MERGER WILL BE FILED WITH THE
SEC:
In
connection with the proposed merger, the Company will file a proxy statement
with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES
TO THE MERGER. Investors and security holders may obtain a free copy of the
proxy statement (when available) and other relevant documents filed with
the SEC
from the SEC’s website at http://www.sec.gov. The Company's security holders and
other interested parties will also be able to obtain, without charge, a copy
of
the proxy statement and other relevant documents (when available) by directing
a
request by mail or telephone to Investor Relations, SLM Corporation,
12061
Bluemont Way, Reston, Va. 20190,
telephone (703)
984-6746,
or from the Company’s Web site, http://www.salliemae.com.
The
Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation
of
proxies from the Company’s shareholders with respect to the Merger. Information
about the Company’s directors and executive officers and their ownership of the
Company’s common stock is set forth in the proxy statement for the Company’s
2007 Annual Meeting of Shareholders, which was filed with the SEC on April
9,
2007. Shareholders and investors may obtain additional information regarding
the
interests of the Company and its directors and executive officers in the
Merger,
which may be different than those of the Company’s shareholders generally, by
reading the proxy statement and other relevant documents regarding the Merger,
which will be filed with the SEC.