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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-4346
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of registrant as specified in its charter)
388 Greenwich Street
New York, New York 10013
(212) 816-6000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Common Stock, par value $1.00 per share
Preferred Stock Purchase Rights
Depositary Shares, Each Representing a One-Twentieth Interest in a
Share of 8.08% Cumulative Preferred Stock, Series D
8.08% Cumulative Preferred Stock, Series D*
Depositary Shares, Each Representing a One-Twentieth Interest in a
Share of 8.40% Cumulative Preferred Stock, Series E
8.40% Cumulative Preferred Stock, Series E*
Depositary Shares, Each Representing a One-Twentieth Interest in a
Share of 9.50% Cumulative Preferred Stock, Series F
9.50% Cumulative Preferred Stock, Series F*
(Title of each class of securities covered by this Form)
6-1/4% Exchangeable Notes Due February 1, 2001 (Subject
to Exchange into Common Shares, Par Value $1.00
Per Share, of Cincinnati Bell Inc.)
Nikkei 225 Index Securities Due August 20, 2002
6-5/8% Notes due June 1, 2000
Resettable Exchangeable Standard & Poor's 500 Index Notes (SPINs) Due 2001
Senior Floating Interest Notes (FINs(sm)) Due 2003
Smith Barney S&P 500 Equity Linked Notes due August 13, 2001
Smith Barney S&P 500 Equity Linked Notes due March 11, 2002
Smith Barney S&P 500 Equity Linked Notes due October 3, 2003
9-1/2% Trust Preferred Stock(sm) (TruPS(sm)) Units (and the Guarantee
with respect thereto)
U.S. Dollar Increase Warrants on the Japanese Yen Expiring June 25, 1998
(Titles of all other classes of securities for which a duty to file reports
under Section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(i) [X]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [ ]
Approximate number of holders of record One holder of the Common
as of the certification or notice date: Stock and no holders of
each of the other
classes of securities
covered by this Form
* Application made for listing, not for trading, in connection with the
registration of the applicable series of Depositary Shares.
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Effective as of November 28, 1997, pursuant to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of September 24, 1997,
among Travelers Group Inc. ("Travelers"), Diamonds Acquisition Corp.
("Diamonds") and the Registrant, Diamonds, a wholly owned subsidiary of
Travelers, merged (the "Merger") with and into the Registrant. In
connection with the Merger, pursuant to the Merger Agreement, (i) each
share of the Registrant's Common Stock, par value $1.00 per share, together
with each associated Preferred Stock Purchase Right, was converted into the
right to receive 1.695 shares of the common stock of Travelers, par value
$.01 per share, (ii) each share of the Registrant's 8.08% Cumulative
Preferred Stock, Series D ("Salomon Series D"), 8.40% Cumulative Preferred
Stock, Series E ("Salomon Series E"), and 9.50% Cumulative Preferred Stock,
Series F, was converted into the right to receive one share of Travelers'
8.08% Cumulative Preferred Stock, Series J ("Travelers Series J"), 8.40%
Cumulative Preferred Stock, Series K ("Travelers Series K"), and 9.50%
Cumulative Preferred Stock, Series L, respectively, and (iii) each
Depositary Share representing a one-twentieth interest in a share of
Salomon Series D or Salomon Series E, was converted into the right to
receive one Depositary Share representing a one-twentieth interest in a
share of Travelers Series J or Travelers Series K, respectively. As a
result of the Merger, as of the date hereof, Travelers is the only holder
of record of the Registrant's Common Stock, and there are no holders of
record of any of the other classes of securities covered by this Form.
Pursuant to the requirements of the Securities Exchange Act of
1934, Salomon Smith Barney Holdings Inc. has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
SALOMON SMITH BARNEY HOLDINGS INC.
Date: December 10, 1997 by /s/ Thomas W. Jasper
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Name: Thomas W. Jasper
Title: Treasurer
