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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
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Date of Report: September 24, 1997
(Date of earliest event reported)
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 1-4346 22-1660266
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
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388 Greenwich Street
New York, New York 10013
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (212) 816-6000
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Salomon Smith Barney Holdings Inc. hereby amends its Current
Report on Form 8-K originally filed with the Securities and Exchange Commission
(the "Commission") on September 29, 1997 (and as amended by its Current Report
on Form 8-K/A filed with the Commission on October 28, 1997 (the "Report"), as
set forth in more detail below:
ITEM 5. OTHER EVENTS
The second paragraph of Item 5 of the Report is hereby amended
to read in its entirety as follows:
"Smith Barney's Annual Report on Form 10-K for the year ended
December 31, 1996, which includes the consolidated financial statements of Smith
Barney and its subsidiaries as of December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996, is being filed as Exhibit
99.03 to this Form 8-K and is incorporated in by reference herein. Smith
Barney's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
which includes the unaudited condensed consolidated financial statements of
Smith Barney and its subsidiaries as of June 30, 1997 and for the six-month
periods ended June 30, 1997 and 1996, is being filed as Exhibit 99.04 to this
Form 8-K and is incorporated by reference herein. Unaudited Pro Forma Condensed
Combined Financial Statements for Smith Barney which give effect to the merger
of the Registrant and Smith Barney are being filed as Exhibit 99.06 to this Form
8-K and are incorporated by reference herein."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Item 7 of the Report is hereby amended by deleting in its
entirety each of Exhibits 23.01, 99.01, 99.02, and 99.05 to the Report and by
deleting any and all references to each such exhibit in Item 7.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report or amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: December 1, 1997
Salomon Smith Barney Holdings Inc.
By: /s/ Robert H. Mundheim
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Name: Robert H. Mundheim
Title: General Counsel
