Pricing Supplement No Euro H 009 Dated May 26, 1998 Rule 424(b)(2)
(To Prospectus dated December 1, 1997 and File No. 333-38931
Prospectus Supplement dated December 5, 1997)
This Pricing Supplement consists of 7 page(s)
SALOMON SMITH BARNEY HOLDINGS INC.
Medium-Term Notes, Series H
(Bearer Notes)
Due More Than Nine Months from Date of Issue
Principal Amount or Face Amount: 1,000,000,000 JPY
Issue Price: 100.0000000000%
Proceeds to Company on original issuance: Yen 1,000,000,000
Commission or Discount on original issuance: USD 18,750
Salomon Brothers International Limited's capacity on original issuance:
|X| As agent | | As principal
If as principal
| | The Bearer Notes are being offered at varying prices related
to prevailing market prices at the time of resale.
| | The Bearer Notes are being offered at a fixed initial public
offering price of % of Principal Amount or Face Amount.
Original Issue Date: May 28, 1998
Stated Maturity: May 29, 2001
Specified Currency: JPY
(If other than U.S. Dollars)
Authorized Denominations: 100,000,000 JPY
(If other than as set forth in the Prospectus Supplement)
Interest Payment Dates: May 28 and November 28,commencing November 28,1998.
Accrue to Pay: |X| Yes | | No
Indexed Principal Note: | | Yes (See Attached) |X| No
Type of Interest on Note: | | Fixed Rate |X| Floating Rate | | Indexed Rate
(See Attached)
Interest Rate (Fixed Rate Notes):
Initial Interest Rate (Floating Rate Notes): .566410%
Base Rate: | | CD Rate | | Commercial Paper Rate | | Federal Funds Rate
| | LIBOR Telerate | | LIBOR Reuters | | Treasury Rate
| | Treasury Rate Constant Maturity | | Other (See Attached)
Calculation Agent (If other than Citibank): | | Salomon Brothers
|x| Other (See Attached)
Computation of Interest: | | 30 over 360 | | Actual over Actual
|X| Actual over 360 | | Other (See Attached)
(If other than as set forth in the Prospectus Supplement)
Interest Reset Dates: May 28 and November 28,commencing November 28,1998.
Rate Determination Dates: See Attached
(If other than as set forth in the Prospectus Supplement)
Index Maturity: n/a.
Spread (+/-): n/a.
Spread Multiplier: n/a.
Change in Spread, Spread Multiplier or Fixed Interest Rate prior to
Stated Maturity: | | Yes (See Attached) |X| No
Maximum Interest Rate: See Attached
Minimum Interest Rate: n/a.
Amortizing Note: | | Yes (See Attached) |X| No
Optional Redemption: | | Yes |X| No
Optional Redemption Dates:
Redemption Prices:
Redemption: | | In whole only and not in part | | May be in whole or in part
Optional Repayment: | | Yes |X| No
Optional Repayment Dates:
Optional Repayment Prices:
Discount Note: | | Yes |X| No
Total Amount of OID:
Bond Yield to Call:
Bond Yield to Maturity:
Listed on Luxembourg Stock Exchange: | | Yes |X| No
Common Code: 8740631
ISIN: xs0087406319
DESCRIPTION OF THE NOTES
GENERAL
The description in this Pricing Supplement of the
particular terms of the Bearer Note offered hereby (the "Note")
supplements, and to the extent inconsistent therewith replaces,
the descriptions of the general terms and provisions of the
Bearer Notes set forth in the accompanying Prospectus and
Prospectus Supplement, to which descriptions reference is hereby
made. The Note offered hereby is an Floating Rate Note, as
described under "Description of Bearer Notes" in the accompanying
Prospectus Supplement, to which description reference is hereby
made.
RISK FACTORS
As explained more fully below under "Interest", the
interest rate on the Note is linked to 6 Month JPY LIBOR BBA (as
defined below), provided, however, that in no event will the
interest rate for the Initial Interest Period or any Interest
Reset Period be more than the Maximum Interest Rate for such
period (as explained more fully below). HOLDERS OF THE NOTE
SHOULD BE PREPARED NOT TO EARN MORE THAN THE MAXIMUM INTEREST
RATE ON THEIR PRINCIPAL DURING THE INITIAL INTEREST PERIOD OR ANY
INTEREST RESET PERIOD.
DEFINITIONS
"Business Day" means any day, other than a Saturday or a
Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in (i)
New York, New York, (ii) London, England or (iii) Tokyo, Japan.
"London Business Day" means any day, other than a Saturday
or a Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in
London, England.
If any date specified herein for the making of any payment,
calculation, determination or other action with respect to the
Notes would be a day that is not a Business Day or a London
Business Day, as the case may be, such action shall be taken on
the next succeeding Business Day or London Business Day, as
applicable, provided, however, that if such next succeeding
Business Day or London Business Day is in the next succeeding
calendar month, such action shall be taken on the immediately
preceding Business Day or London Business Day.
"6 Month JPY LIBOR BBA" for the Initial Interest Period and
each relevant Interest Reset Period will be determined by the
Calculation Agent as follows:
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(i) On the second London Business Day prior to (A) the
Original Issue Date, with respect to the Initial Interest
Period or (B) the Interest Reset Date, with respect to any
Interest Reset Period (each, a "LIBOR Determination Date"),
the Calculation Agent will determine the offered rates for
deposits in Japanese Yen for a period of six months
commencing on such Original Issue Date or Interest Reset
Date, as the case may be, which appear at approximately
11:00 a.m., London time on such LIBOR Determination Date on
the display designated as page "3750" on the Dow Jones
Markets Service (or such other page as may replace page
"3750" on such service or such other service as may be
nominated by the British Bankers' Association for the
purpose of displaying the London interbank offered rates of
major banks), and 6 Month JPY LIBOR for the Initial Interest
Period or any such Interest Reset Period will be the
relevant offered rate as determined by the Calculation
Agent.
(ii) If 6 Month JPY LIBOR BBA cannot be determined as
above on such LIBOR Determination Date, the Calculation
Agent will request the principal London offices of each of
four major banks in the London interbank market selected by
the Calculation Agent to provide the Calculation Agent with
its offered quotations for deposits in Japanese Yen for a
period of six months commencing on such Original Issue Date
or Interest Reset Date, as the case may be, to prime banks
in the London interbank market at approximately 11:00 a.m.,
London time on such LIBOR Determination Date and in a
principal amount equal to an amount of not less than
U.S.$1,000,000 or the approximate equivalent thereof in
Japanese Yen that is representative of a single transaction
in such market at such time. If at least two such
quotations are provided, "6 Month JPY LIBOR BBA" for the
Initial Interest Period or any such Interest Reset Period
will be the arithmetic mean of such quotations. If fewer
than two such quotations are provided, "6 Month JPY LIBOR
BBA" for the Initial Interest Period or any such Interest
Reset Period will be the arithmetic mean of rates quoted by
three major banks in The City of New York selected by the
Calculation Agent at approximately 11:00 a.m., New York
City time on such LIBOR Determination Date for loans in
Japanese Yen to leading European banks for the period of
six months, commencing on such Original Issue Date or
Interest Reset Date, and in a principal amount equal to an
amount of not less than U.S.$1,000,000 or the approximate
equivalent thereof in Japanese Yen that is representative
of a single transaction in such market at such time;
provided, however, that if fewer than three banks selected
as aforesaid by such Calculation Agent are quoting rates as
mentioned in this sentence, "6 Month JPY LIBOR BBA" for the
Initial Interest Period or any such Interest Reset Period
will be the same as 6 Month JPY LIBOR BBA for the
immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, 6 Month JPY LIBOR BBA
with respect to the Initial Interest Period).
"7 Month JPY LIBOR BBA" for each relevant Interest Reset
Period will be determined by the Calculation Agent as follows:
(i) On the LIBOR Determination Date for the relevant
Interest Reset Period, the Calculation Agent will determine
the offered rates for deposits in Japanese Yen for a period
of seven months commencing on such Interest Reset Date,
which appear at
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<PAGE>
approximately 11:00 a.m., London time on such LIBOR
Determination Date on the display designated as page "3750"
on the Dow Jones Markets Service (or such other page as may
replace page "3750" on such service or such other service
as may be nominated by the British Bankers' Association for
the purpose of displaying the London interbank offered
rates of major banks), and 7 Month JPY LIBOR for such
Interest Reset Period will be the relevant offered rate as
determined by the Calculation Agent.
(ii) If 7 Month JPY LIBOR BBA cannot be determined as
above on such LIBOR Determination Date, the Calculation
Agent will request the principal London offices of each of
four major banks in the London interbank market selected by
the Calculation Agent to provide the Calculation Agent with
its offered quotations for deposits in Japanese Yen for a
period of seven months commencing on such Interest Reset
Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time on such LIBOR
Determination Date and in a principal amount equal to an
amount of not less than U.S.$1,000,000 or the approximate
equivalent thereof in Japanese Yen that is representative
of a single transaction in such market at such time. If at
least two such quotations are provided, "7 Month JPY LIBOR
BBA" for such Interest Reset Period will be the arithmetic
mean of such quotations. If fewer than two such quotations
are provided, "7 Month JPY LIBOR BBA" for such Interest
Reset Period will be the arithmetic mean of rates quoted by
three major banks in The City of New York selected by the
Calculation Agent at approximately 11:00 a.m., New York
City time on such LIBOR Determination Date for loans in
Japanese Yen to leading European banks for the period of
seven months, commencing on such Interest Reset Date, and
in a principal amount equal to an amount of not less than
U.S.$1,000,000 or the approximate equivalent thereof in
Japanese Yen that is representative of a single transaction
in such market at such time; provided, however, that if
fewer than three banks selected as aforesaid by such
Calculation Agent are quoting rates as mentioned in this
sentence, "7 Month JPY LIBOR BBA" for such Interest Reset
Period will be the same as 7 Month JPY LIBOR BBA for the
immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the Initial Interest
Rate).
The Calculation Agent will be Salomon Brothers International
Limited, which is a wholly-owned subsidiary of the Company.
Neither the Calculation Agent nor the Company will have any
responsibility for errors or omissions in making such
calculations or determinations. The Calculation Agent shall not
be an agent of the Holders of the Note, and its calculations and
determinations hereunder shall (except in the case of manifest
error) be final and binding on the Company and such Holders. The
Company shall not bear any liability for any mistake,
misstatement or misquotation of 6 Month JPY LIBOR BBA or 7 Month
JPY LIBOR BBA by the Dow Jones Markets Service or any other
publisher thereof.
INTEREST
Initial Interest Period. For the period from the Original
Issue Date to but excluding November 28, 1998 (the "Initial
Interest Period"), the Note will bear interest each day at a rate
equal 6 Month JPY LIBOR BBA determined as of the second London
Business Day prior to the
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<PAGE>
Original Issue Date, calculated on the basis of Actual over 360
and payable on November 28, 1998; provided, however, that the
Maximum Interest Rate for the Initial Interest Period shall be
0.90% per annum and that in no event shall the interest rate in
effect for such period exceed such Maximum Interest Rate.
Subsequent Interest Reset Periods.
(i) For the period from November 28, 1998 (the "First
Interest Reset Date") to but excluding May 28, 1999 (the "First
Interest Reset Period"), the Note will bear interest each day at
a rate equal to 6 Month JPY LIBOR BBA determined as of the second
London Business Day prior to the First Interest Reset Date,
calculated on the basis of Actual over 360 and payable on May 28,
1999; provided, however, that the Maximum Interest Rate for the
First Interest Reset Period shall be 0.90% per annum and that in
no event shall the interest rate in effect for such period exceed
such Maximum Interest Rate.
(ii) For the period from May 28, 1999 (the "Second Interest
Reset Date") to but excluding November 28, 1999 (the "Second
Interest Reset Period"), the Note will bear interest
each day at a rate equal to 6 Month JPY LIBOR BBA determined as
of the second London Business Day prior to the Second Interest
Reset Date, calculated on the basis of Actual over 360 and
payable on November 28, 1999; provided, however, that the Maximum
Interest Rate for the Second Interest Reset Period shall be 1.10%
per annum and that in no event shall the interest rate in effect
for such period exceed such Maximum Interest Rate.
(iii) For the period from November 28, 1999 (the "Third
Interest Reset Date") to but excluding May 28, 2000 (the "Third
Interest Reset Period"), the Note will bear interest each day at
a rate equal to 6 Month JPY LIBOR BBA determined as of the second
London Business Day prior to the Third Interest Reset Date,
calculated on the basis of Actual over 360 and payable on May 28,
2000; provided, however, that the Maximum Interest Rate for the
Third Interest Reset Period shall be 1.10% per annum and that in
no event shall the interest rate in effect for such period exceed
such Maximum Interest Rate.
(iv) For the period from May 28, 2000 (the "Fourth Interest
Reset Date") to but excluding November 28, 2000 (the "Fourth
Interest Reset Period"), the Note will bear interest
each day at a rate equal to 6 Month JPY LIBOR BBA determined as
of the second London Business Day prior to the Fourth Interest
Reset Date, calculated on the basis of Actual over 360 and
payable on November 28, 2000; provided, however, that the Maximum
Interest Rate for the Fourth Interest Reset Period shall be 1.30%
per annum and that in no event shall the interest rate in effect
for such period exceed such Maximum Interest Rate.
(v) For the period from November 28, 2000 (the "Fifth
Interest Reset Date") to but excluding May 29, 2001 (the "Fifth
Interest Reset Period"), the Note will bear interest each day at
a rate determined by means of a straight line interpolation
between 6 Month JPY LIBOR BBA and 7 Month JPY LIBOR BBA, each
determined as of the second London Business Day prior to May 29,
2001 and calculated on the basis of Actual over 360, and payable
on May 29, 2001; provided, however, that the Maximum Interest
Rate for the Fifth Interest Reset Period shall be
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<PAGE>
1.30% per annum and that in no event shall the interest rate in
effect for such period exceed such Maximum Interest Rate.
The formula to be used in calculating the straight line
interpolation referred to in the preceding sentence is:
IR = 6 Month JPY LIBOR BBA plus (DIFF times 1/31).
where:
"IR" means the interpolation rate; and
"DIFF" means 7 Month JPY LIBOR BBA minus 6 Month JPY LIBOR
BBA.
EVENTS OF DEFAULT AND ACCELERATION
In case of default in payment at the maturity date of the
Notes (whether at Stated Maturity or upon acceleration), from and
after the maturity date, the Notes shall bear interest, payable
upon demand of the Trustee, at the rate of 6.125% per annum (to
the extent that payment of such interest shall be legally
enforceable) on the unpaid amount due and payable on such date in
accordance with the terms of the Notes to the date payment of
such amount is made or duly provided for.
DESCRIPTION OF JAPANESE YEN
The yen is the national currency of Japan. Japanese bank
notes are issued by The Bank of Japan, which is Japan's central
bank and the sole bank of issue. On May 26, 1998, the noon buying
rate for cable transfers in New York City payable in yen, as
reported by the Federal Reserve Bank of New York, was (Y)137.38 =
$1.00.
The exchange rate between the yen and the U.S. dollar is,
at any moment, a result of the supply of and the demand for the
two currencies, and changes in such exchange rate result over
time from the interaction of many factors directly or indirectly
affecting economic conditions in Japan and in the United States,
including economic and political developments in other countries.
Of particular importance are rates of inflation, interest rate
levels, the balance of payments (both on capital and current
account) and the extent of governmental surpluses or deficits in
Japan and in the United States, all of which are in turn
sensitive to the monetary, fiscal and trade policies
pursued by the governments of Japan, the United States and other
countries prominent in international trade and finance. In recent
years, rates of exchange between the U.S. dollar and the Japanese
yen have been highly volatile.
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