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OMB APPROVAL |
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OMB Number:
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3235-0145
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Expires:
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February 28, 2009
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Estimated average burden hours per response
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. . . . . . . . . . . . . . . 10.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. ___)*
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SLM CORPORATION
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(Name of Issuer)
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6.97% Cumulative Redeemable Preferred Stock, Series A, par value $.20 per share
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(Title of Class of Securities)
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78442P205
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(CUSIP Number)
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September 30, 2008
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(Date of Event Which Requires Filing of this Statement
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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[X] |
Rule 13d-1(b) |
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[ ] |
Rule 13d-1(c) |
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[ ] |
Rule 13d-1(d) |
* |
The
remainder of this cover page shall be filled out for a reporting persons initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a
prior cover page. |
The information required in the
remainder of this cover page shall not be deemed to be filed for the purpose
of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Donald A. Yacktman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ] (b) [X]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
536,323
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
182,323(1)
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
536,323
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
14,900(1) |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,223
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.7%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) |
Represents
shares beneficially owned by Yacktman Asset Management Co.; Donald A. Yacktman holds
100% of the outstanding shares of capital stock of Yacktman Asset Management Co. |
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(2) |
Based
upon an aggregate of 3,300,000 shares outstanding as of June 30, 2008. |
Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
The Yacktman Funds, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ] (b) [X]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
354,000
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
0
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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(1) |
Based
upon an aggregate of 3,300,000 shares outstanding as of June 30, 2008. |
Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
Yacktman Asset Management Co.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ] (b) [X]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
182,323
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
0
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
14,900
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,223
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1) |
Based
upon an aggregate of 3,300,000 shares outstanding as of June 30, 2008. |
Page 4 of 9 Pages
Item 1(a). |
Name
of Issuer: |
Item 1(b). |
Address
of Issuers Principal Executive Offices: |
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12061
Bluemont Way Reston, Virginia 20190 |
Item 2(a). |
Name
of Person Filing: |
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The
persons filing this Schedule 13G are: (i) Donald A. Yacktman
(Mr. Yacktman); (ii) The Yacktman Funds, Inc. (The Yacktman
Funds), an investment company registered under the Investment Company Act of 1940;
and (iii) Yacktman Asset Management Co. (Yacktman Asset Management), an
investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
Mr. Yacktman holds 100% of the outstanding shares of capital stock of Yacktman Asset
Management. Attached as Exhibit 1 hereto is an agreement among Mr. Yacktman, The Yacktman
Funds and Yacktman Asset Management that this Schedule 13G is filed on behalf of each of
them. |
Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
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(for
each of Mr. Yacktman, The Yacktman Funds and Yacktman Asset Management) |
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6300
Bridgepoint Parkway, Bldg. 1, Suite 320 Austin, TX 78730 |
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Mr.
Yacktman is a citizen of the United States. The Yacktman Funds is a
Maryland corporation. Yacktman Asset Management is an Illinois
corporation. |
Item 2(d). |
Title
of Class of Securities: |
Page 5 of 9 Pages
Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
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[ ] |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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[ ] |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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[ ] |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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|X| |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8). |
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|X| |
An
investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). |
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[ ] |
An
employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F). |
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|X| |
A
parent holding company or control person in accordance with section
240.13d-1(b)(1)(ii)(G) (as to Mr. Yacktman) |
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[ ] |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813); |
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[ ] |
A
church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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[ ] |
Group,
in accordance with section 240.13d-1(b)(1)(ii)(J). |
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(a) |
Amount
Beneficially Owned: 551,223 |
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(b) |
Percent
of Class: 16.7% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 536,323 |
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(ii) |
shared
power to vote or to direct the vote: 182,323 |
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(iii) |
sole
power to dispose or to direct the disposition of: 536,323 |
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(iv) |
shared
power to dispose or to direct the disposition of: 14,900 |
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Mr.
Yacktmans beneficial ownership consists of (i) 354,000 shares
of common stock beneficially owned by The Yacktman Funds; and (vi) 197,223
shares of common stock beneficially owned by Yacktman Asset
Management. |
Page 6 of 9 Pages
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(a) |
Amount
Beneficially Owned: 354,000 |
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(b) |
Percent
of Class: 10.7% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 354,000 |
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(ii) |
shared
power to vote or to direct the vote: 0 |
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(iii) |
sole
power to dispose or to direct the disposition of: 0 |
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(iv) |
shared
power to dispose or to direct the disposition of: 0 |
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Yacktman
Asset Management |
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(a) |
Amount
Beneficially Owned: 197,223 |
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(b) |
Percent
of Class: 6.0% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 182,323 |
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(ii) |
shared
power to vote or to direct the vote: 0 |
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(iii) |
sole
power to dispose or to direct the disposition of: 14,900 |
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(iv) |
shared
power to dispose or to direct the disposition of: 0 |
Item 5. |
Ownership
of Five Percent or Less of a Class. |
Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company. |
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Mr.
Yacktman holds 100% of the outstanding shares of capital stock of
Yacktman Asset Management, whose Item 3 classification is Item 3(e),
an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
Item 8. |
Identification
and Classification of Members of the Group. |
Item 9. |
Notice
of Dissolution of Group. |
Page 7 of 9 Pages
By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or
effect.
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1. |
Agreement
to file Schedule 13G jointly. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: October 6, 2008
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/s/ Donald A. Yacktman |
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Donald A. Yacktman |
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THE YACKTMAN FUNDS, INC. |
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By: /s/ Donald A. Yacktman |
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Donald A. Yacktman, President |
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YACKTMAN ASSET MANAGEMENT CO. |
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By: /s/ Donald A. Yacktman |
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Donald A. Yacktman, President |
Page 8 of 9 Pages
EXHIBIT 1
AGREEMENT
dated as of October 6, 2008 by and among Donald A. Yacktman (Mr. Yacktman),
a citizen of the United States, The Yacktman Funds, Inc. (The Yacktman Funds),
a Maryland corporation, and Yacktman Asset Management Co. (Yacktman Asset
Management), an Illinois corporation.
WHEREAS,
in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the
Act), only one such statement need be filed whenever two or more persons are
required to file a statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such statement is filed on
behalf of each of them.
NOW,
THEREFORE, in consideration of the premises and mutual agreements herein contained, the
parties hereto agree as follows:
Mr.
Yacktman, The Yacktman Funds and Yacktman Asset Management hereby agree, in
accordance with Rule 13d-1(k) under the Act, to file one Statement on Schedule
13G relating to their ownership of the Common Stock of SLM Corporation and
hereby further agree that said Statement shall be filed on behalf of Mr.
Yacktman, The Yacktman Funds and Yacktman Asset Management. Nothing herein
shall be deemed to be an admission that the parties hereto, or any of them, are
members of a group (within the meaning of Section 13(d) of the Act
and the rules promulgated thereunder) with respect to any securities of SLM
Corporation
IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first written
above.
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/s/ Donald A. Yacktman |
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Donald A. Yacktman |
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THE YACKTMAN FUNDS, INC. |
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By: /s/ Donald A. Yacktman |
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Donald A. Yacktman, President |
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YACKTMAN ASSET MANAGEMENT CO. |
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By: /s/ Donald A. Yacktman |
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Donald A. Yacktman, President |
Page 9 of 9 Pages