<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 26, 1998
---------------------
Salomon Smith Barney Holdings Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-4346 22-166-0266
- --------------- ----------- ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, NY 10013
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 816-6000
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
SALOMON SMITH BARNEY HOLDINGS INC.
CURRENT REPORT ON FORM 8-K
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibits:
Exhibit No. Description
----------- -----------
1.01 Terms Agreement, dated February 26, 1998, between
Salomon Smith Barney Holdings Inc. (the "Company")
and Smith Barney Inc. and CIBC Oppenheimer Corp.,
as Underwriters, relating to the offer and sale of
the Company's Equity Linked Notes based upon the
Dow Jones Industrial Average(SM) Due September 6,
2005.
4.01 Form of Note for the Company's Equity Linked Notes
based upon the Dow Jones Industrial Average(SM) Due
September 6, 2005.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 2, 1998 SALOMON SMITH BARNEY HOLDINGS INC.
By: /s/ Mark I. Kleinman
---------------------------
Mark I. Kleinman
Deputy Treasurer
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<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.01 Terms Agreement, dated February 26, 1998, between
Salomon Smith Barney Holdings Inc. (the "Company")
and Smith Barney Inc. and CIBC Oppenheimer Corp.,
as Underwriters, relating to the offer and sale of
the Company's Equity Linked Notes based upon the
Dow Jones Industrial Average(SM) Due September 6,
2005.
4.01 Form of Note for the Company's Equity Linked Notes
based upon the Dow Jones Industrial Average(SM) Due
September 6, 2005.
<PAGE> 1
Exhibit 1.01
TERMS AGREEMENT
February 26, 1998
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Attention: Chief Financial Officer
Dear Sirs:
We understand that Salomon Smith Barney Holdings Inc., a Delaware
corporation (the "Company"), proposes to issue and sell $39,000,000 aggregate
principal amount of its Equity Linked Notes based upon the Dow Jones Industrial
Average_ Due September 6, 2005 (the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, we, as
underwriters (the "Underwriters"), offer to purchase, severally and not jointly,
the principal amount of the Securities as set forth opposite our respective
names on the list attached hereto at 97.5% of the principal amount thereof. The
Closing Date shall be March 4, 1998 at 9:00 a.m. The closing will take place at
the offices of Salomon Smith Barney Holdings Inc., 388 Greenwich Street, New
York, New York 10013.
Delivery to the Underwriters of and payment for any Additional
Securities (defined below) to be purchased by the Underwriters shall be made at
the aforementioned office of Salomon Smith Barney Holdings Inc. at such time on
such date (the "Option Closing Date"), which may be the same as the Closing Date
but shall in no event be earlier than the Closing Date nor earlier than one nor
later than three business days after the giving of the notice hereinafter
referred to, as shall be specified in a written notice from Smith Barney Inc. on
behalf of the
<PAGE> 2
Underwriters to the Company of the Underwriters' determination to purchase a
number, specified in such notice, of Additional Securities. The place of closing
for any Additional Securities and the Option Closing Date for such Additional
Securities may be varied by agreement among Smith Barney Inc. and the Company.
<PAGE> 3
The Securities shall have the following terms:
<TABLE>
<CAPTION>
<S> <C>
Title: Equity Linked Notes based upon
the Dow Jones Industrial Average_
Due September 6, 2005
Maturity: September 6, 2005
Interest Rate: The Securities will bear no peri-
odic payments of interest. Hold-
ers of the Securities will be
entitled to receive the principal
amount thereof plus a payment, if
any, equal to the Supplemental
Redemption Amount (as defined in
the Prospectus Supplement, dated
February 26, 1998, relating to
the Securities) in respect of
such principal amount.
Interest Payment
Dates: Not applicable
Regular Record
Dates: Not applicable
Initial Price
To Public: 100% of the principal amount thereof
Redemption
Provisions: The Securities are not redeemable by
the Company prior to maturity
Trustee: The Bank of New York
Indenture: Senior Debt Indenture, dated as of
October 27, 1993, as supplemented by
a First Supplemental Indenture, dated
as of November 28, 1997
</TABLE>
All the provisions contained in the document enti-
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tled "Salomon Smith Barney Holdings Inc. - Debt Securities - Underwriting
Agreement Basic Provisions" and dated December 1, 1997 (the "Basic
Provisions"), a copy of which you have previously received, are, except as
indicated below, herein incorporated by reference in their entirety and shall be
deemed to be a part of this Terms Agreement to the same extent as if the Basic
Provisions had been set forth in full herein. Terms defined in the Basic
Provisions are used herein as therein defined.
Basic Provisions varied with respect to this Terms Agreement:
(A) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriters hereby agree that the
Securities will be in the form of Book-Entry Notes and shall be
delivered on March 4, 1998 against payment of the purchase price to the
Company by wire transfer in immediately available funds to such
accounts with such financial institutions as the Company may direct.
(B) In the first line of Section 2(a), delete "A registration statement on
Form S-3 (File No. 333-38931), including a prospectus, relating to the
Securities has been prepared" and insert in lieu thereof "Registration
Statements on Form S-3 (File Nos. 333-38931 and 333-01807), including a
prospectus, relating to the Securities have been prepared." In the
tenth line of Section 2(a), delete "has been filed with the Commission
and has become effective. Such registration statement and prospectus
may have been amended or supplemented from time to time" and insert in
lieu thereof "have been filed with the Commission and have become
effective. Such registration statements and prospectus may have been
amended or supplemented from time to time." Any references in the Basic
Provisions to a Registration Statement shall be deemed a reference to
such Registration Statements on Form S-3.
(C) A new paragraph shall be added to the end of Section 1 of the Basic
Provisions and read as follows: "THE COMPANY ALSO AGREES, SUBJECT TO
ALL THE TERMS AND CONDITIONS SET FORTH HEREIN, TO SELL TO THE
UNDERWRIT-
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ERS, AND, UPON THE BASIS OF THE REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE COMPANY HEREIN CONTAINED AND SUBJECT TO ALL THE
TERMS AND CONDITIONS SET FORTH HEREIN, THE UNDERWRITERS SHALL HAVE THE
RIGHT TO PURCHASE FROM THE COMPANY, AT THE PURCHASE PRICE PER SHARE,
PURSUANT TO AN OPTION (THE "OVER-ALLOTMENT OPTION") WHICH MAY BE
EXERCISED AT ANY TIME AND FROM TIME TO TIME PRIOR TO 9:00 P.M., NEW
YORK CITY TIME, ON THE 30TH DAY AFTER THE DATE OF THE PROSPECTUS (OR,
IF SUCH 30TH DAY SHALL BE A SATURDAY OR SUNDAY OR A HOLIDAY, ON THE
NEXT BUSINESS DAY THEREAFTER WHEN THE NEW YORK STOCK EXCHANGE IS OPEN
FOR TRADING), UP TO AN AGGREGATE OF 5,850,000 ADDITIONAL SECURITIES
(THE "ADDITIONAL SECURITIES") FROM THE COMPANY. ADDITIONAL SECURITIES
MAY BE PURCHASED ONLY FOR THE PURPOSE OF COVERING OVER-ALLOTMENTS MADE
IN CONNECTION WITH THE OFFERING OF THE SECURITIES. UPON ANY EXERCISE OF
THE OVER-ALLOTMENT OPTION, EACH UNDERWRITER, SEVERALLY AND NOT JOINTLY,
AGREES TO PURCHASE FROM THE COMPANY THE NUMBER OF ADDITIONAL SECURITIES
(SUBJECT TO SUCH ADJUSTMENTS AS YOU MAY DETERMINE IN ORDER TO AVOID
FRACTIONAL SHARES) WHICH BEARS THE SAME PROPORTION TO THE NUMBER OF
ADDITIONAL SECURITIES TO BE SOLD BY THE COMPANY AS THE NUMBER OF
SECURITIES SET FORTH OPPOSITE THE NAME OF SUCH UNDERWRITER IN THE
SCHEDULE ATTACHED HERETO (OR SUCH NUMBER OF SECURITIES INCREASED AS SET
FORTH IN SECTION 8 HEREOF) BEARS TO THE AGGREGATE NUMBER OF SECURITIES
TO BE SOLD BY THE COMPANY."
(D) Paragraph 4(j) of the Basic Provisions shall be amended and restated as
follows: "The Company will not, without the consent of Smith Barney
Inc., offer or sell, or publicly announce its intention to offer or
sell, any debt securities denominated in the currency in which the
Securities are denominated having a maturity of more than one year
(except under prior contractual commitments or pursuant to bank credit
agreements) during the period beginning the date of the Terms Agreement
and ending the business day following the Closing Date."
(E) A new paragraph 5(i) shall be added to the Basic Provisions and read as
follows: "Cleary, Gottlieb, Steen & Hamilton, tax counsel to the
Company, shall
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<PAGE> 6
have furnished to you an opinion, dated the Closing Date, as to certain
tax matters relating to the Securities, in a form reasonably
acceptable to the Underwriters and their counsel."
(F) A new paragraph shall be added at the end of Section 5 of the Basic
Provisions and read as follows: "IF THE OVER-ALLOTMENT OPTION IS
EXERCISED AFTER THE FIRST BUSINESS DAY PRIOR TO THE CLOSING DATE, THE
SEVERAL OBLIGATIONS OF THE UNDERWRITERS TO PURCHASE ADDITIONAL
SECURITIES HEREUNDER SHALL BE SUBJECT TO THE SATISFACTION ON AND AS OF
ANY OPTION CLOSING DATE OF THE CONDITIONS SET FORTH IN THIS SECTION 5,
EXCEPT THAT, THE CERTIFICATES, OPINIONS AND LETTERS REFERRED TO IN
PARAGRAPHS (C) THROUGH (I) SHALL BE DATED THE OPTION CLOSING DATE IN
QUESTION AND THE OPINIONS CALLED FOR BY PARAGRAPHS (C), (D), (E) AND
(I) SHALL BE REVISED TO REFLECT THE SALE OF ADDITIONAL SECURITIES."
The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Section 2720 to the By-Laws of the National Association of
Securities Dealers, Inc.
Robert H. Mundheim, Esq., is counsel to the Company. Cleary, Gottlieb,
Steen & Hamilton is tax counsel to the Company. Skadden, Arps, Slate, Meagher &
Flom LLP is counsel to the Underwriters.
Please accept this offer no later than 9:00 p.m. on February 26, 1998,
by signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
6
<PAGE> 7
"We hereby accept your offer, set forth in the Terms Agreement, dated
February 26, 1998, to purchase the Securities on the terms set forth therein."
Very truly yours,
SMITH BARNEY INC.
CIBC OPPENHEIMER CORP.
By: SMITH BARNEY INC.
By: /s/ Edward G. Watson
--------------------------------
Name: Edward G. Watson
Title: Director
ACCEPTED:
SALOMON SMITH BARNEY HOLDINGS INC.
By: /s/ Mark I. Kleinman
----------------------------
Name: Mark I. Kleinman
Title: Deputy Treasurer
7
<PAGE> 8
<TABLE>
<CAPTION>
Underwriters Principal Amount
- ------------ ----------------
<S> <C>
Smith Barney Inc. $ 35,821,050
CIBC Oppenheimer Corp. 2,008,950
Dain Rauscher Incorporated 510,000
J.C. Bradford & Co. 375,000
Stifel, Nicolaus & Company 225,000
First Albany Corporation 30,000
Jahney Montgomery Scott Inc. 30,000
------------
Total $ 39,000,000
</TABLE>
8
<PAGE> 1
FORM OF NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO SALOMON SMITH BARNEY HOLDINGS INC. OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1 PRINCIPAL AMOUNT
CUSIP 795 49B 826 REPRESENTED
$[ ]
SALOMON SMITH BARNEY HOLDINGS INC.
Equity Linked Notes based upon the Dow Jones Industrial Average(SM)
due September 6, 2005
Salomon Smith Barney Holdings Inc., a Delaware corporation (hereinafter
referred to as the "Company" which term includes any successor corporation
under the Indenture herein referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the principal sum of [ ]
DOLLARS ($[ ]) (the "Principal Amount") plus the Supplemental Redemption
Amount, as defined below, on September 6, 2005 (the "Stated Maturity"). This
Note will not bear periodic payments of interest, is not subject to redemption
or any sinking fund prior to maturity, and is not subject to the defeasance
provisions of the within-mentioned indenture.
Payment of the Principal Amount and the Supplemental Redemption Amount
with respect to this Note shall be made upon presentation and surrender of this
Note at the corporate trust office of the Trustee in the Borough of Manhattan,
The City and State of New York, in such coin or currency of the United States
as at the time of payment is legal tender for payment of public and private
debts.
This Note is one of the series of Equity Linked Notes based upon the Dow
Jones Industrial Average(SM) due September 6, 2005 (the "Notes").
<PAGE> 2
SUPPLEMENTAL REDEMPTION AMOUNT
The "Supplemental Redemption Amount" with respect to this Note equals:
Ending Index Value-Starting Index Value
Principal Amount X --------------------------------------- X Participation Rate
Starting Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The Participation Rate equals 102.5%. The "Starting Index Value"
equals 8490.67, which was the closing value of the Dow Jones Industrial Average
(the "Index") on February 26, 1998. The Ending Index Value will be determined
by Smith Barney Inc. (the "Calculation Agent", which term includes any
successor thereto) and will equal the average of the closing values of the
Index on each of the eighteen Calculation Days during the Calculation Period.
If the 1st of any month during the Calculation Period is not a Calculation Day
because it is not a Business Day or due to the occurrence of one or more Market
Disruption Events, then the Index value for that month of the Calculation
Period will equal the closing value of the Index determined on the next
Business Day on which no Market Disruption Event exists, except that if
September 1, 2005 is not a Calculation Day for any such reason, then the Index
value for September 2005 will equal the closing value of the Index determined
on the immediately preceding Business Day on which no Market Disruption Event
exists. The "Calculation Period" means the period from and including the date
eighteen months prior to maturity to but excluding the maturity date.
"Calculation Day" means the 1st of each month during the Calculation Period,
provided that such day is a Business Day and no Market Disruption Event has
occurred on such day. For purposes of determining the Ending Index Value, a
"Business Day" is a day on which each of the New York Stock Exchange ("NYSE")
and the American Stock Exchange are open for trading and the Index or any
Successor Index, as defined below, is published. All determinations made by the
Calculation Agent shall be at the sole discretion of the Calculation Agent and
shall be binding on the Company and Holders of the Notes, absent manifest error.
ADJUSTMENTS TO THE INDEX; MARKET DISRUPTION EVENTS
If at any time the method of calculating the Index or a Successor Index,
or the value thereof, is changed in any material respect, or if the Index or a
Successor Index is in any other way modified so that such Index does not, in
the opinion of the Calculation Agent, fairly represent the value of the Index
or such Successor Index had such changes or modifications not been made, then,
from and after such time, the Calculation Agent shall, at the close of business
in New York, New York, on each date that the closing value with respect to the
Ending Index Value is to be calculated, make such adjustments as, in the good
faith judgment of the Calculation Agent, may be necessary in order to arrive at
a calculation of a value of a stock index comparable to the Index or such
Successor Index as if such changes or modifications had not been made, and
calculate such closing value with reference to the Index, as adjusted.
Accordingly, if the method
2
<PAGE> 3
of calculating the Index or such Successor Index is modified so that the value
of such Index or such Successor Index is a fraction or a multiple of what it
would have been if it had not been modified (e.g., due to a split in such
Index), then the Calculation Agent shall adjust such Index in order to arrive
at a value of such Index as if it had not been modified (e.g., as if such split
had not occurred).
The Trustee shall not at any time be under any duty or responsibility to
any Holder of this Note to determine whether any facts exist which may require
any adjustment to the Ending Index Value or with respect to the nature or
extent of any such adjustment when made or with respect to the method employed
in making the same.
"Market Disruption Event" means any of the following events, as determined
by the Calculation Agent:
(i) the suspension or material limitation of trading in 20% or more
of the underlying stocks which then comprise the Index or any Successor
Index, in each case, for more than two hours of trading or during the
one-half hour period preceding the close of trading on the NYSE or any
other applicable organized U.S. exchange (for purposes of this definition,
limitations on trading during significant market fluctuations imposed
pursuant to NYSE Rule 80B (or any applicable rule or regulation enacted or
promulgated by the NYSE, any other self regulatory organization or the SEC
of similar scope or as a replacement for Rule 80B, as determined by the
Calculation Agent) shall be considered "material"); or
(ii) the suspension or material limitation, in each case, for more
than two hours of trading or during the one-half hour period preceding the
close of trading (whether by reason of movements in price otherwise
exceeding levels permitted by the relevant exchange or otherwise) in (A)
futures contracts related to the Index or options on such futures contracts
which are traded on any major U.S. exchange or (B) options contracts
related to the Index which are traded on any major U.S. exchange; or
(iii) the unavailability, through a recognized system of public
dissemination of transaction information, for more than two hours of
trading or during the one-half hour period preceding the close of trading,
of accurate price, volume or related information in respect of 20% or more
of the underlying stocks which then comprise the Index or any Successor
Index or in respect of futures contracts related to the Index, options on
such futures contracts or options contracts related to the Index, in each
case traded on any major U.S. exchange.
For purposes of determining whether a Market Disruption Event has
occurred: (1) a limitation on the hours or number of days of trading will not
constitute a Market Disruption Event if it results from an announced change in
the regular business hours of the relevant exchange, (2) a decision to
permanently discontinue trading in the relevant futures or options contract
will not constitute a Market Disruption Event, (3) any suspension in trading in
a futures or options contract on the Index by a major securities market by
reason of (x) a price change violating limits set by such securities market, (y)
an imbalance of orders relating to such
3
<PAGE> 4
contracts or (z) a disparity in bid and ask quotes relating to such contracts
will constitute a suspension or material limitation of trading in futures or
options contracts related to the Index, notwithstanding that such suspension or
material limitation is less than two hours, and (4) a "suspension or material
limitation" on an exchange or in a market will include a suspension or material
limitation of trading by one class of investors provided that such suspension
continues for more than two hours of trading or during the last one-half hour
period preceding the close of trading on the relevant exchange or market (but
will not include limitations imposed on certain types of trading under NYSE
Rule 80A) and will not include any time when such exchange or market is closed
for trading as part of such exchange's or market's regularly scheduled business
hours.
DISCONTINUANCE OF THE INDEX
If Dow Jones & Company, Inc. ("Dow Jones") discontinues publication of the
Index and Dow Jones or another entity publishes a successor or substitute index
that the Calculation Agent determines, in its sole discretion, to be comparable
to such Index (any such index being referred to hereinafter as a "Successor
Index"), then the Ending Index Value shall be determined by reference to the
value of such Successor Index using the methodology described above.
Upon any selection by the Calculation Agent of a Successor Index, the
Company shall cause notice thereof to be furnished to the Trustee, who shall
provide notice thereof to the Holders of the Notes.
If Dow Jones discontinues calculation or publication of the Index and a
Successor Index is not selected by the Calculation Agent or is no longer
published on any Calculation Day, the value to be substituted for the Index for
any such Calculation Day used to calculate the Supplemental Redemption Amount
at maturity will be a value computed by the Calculation Agent for such
Calculation Day in accordance with the procedures last used to calculate the
Index prior to any such discontinuance.
If Dow Jones discontinues publication of the Index prior to the period
during which the Supplemental Redemption Amount is to be determined and the
Calculation Agent determines that no Successor Index is available at such time,
then on each Business Day until the earlier to occur of (i) the determination
of the Ending Index Value and (ii) a determination by the Calculation Agent
that a Successor Index is available, the Calculation Agent shall determine the
value that would be used in computing the Supplemental Redemption Amount as
described above as if such day were a Calculation Day. The Calculation Agent
will cause notice of each such value to be published not less often than once
each month in The Wall Street Journal (or another newspaper of general
circulation), and arrange for information with respect to such values to be
made available by telephone.
If a Successor Index is selected or the Calculation Agent calculates a
value as a substitute for the Index as described above, such Successor Index or
value shall be substituted for the Index for all purposes, including for
purposes of determining whether a Market Disruption Event exists.
4
<PAGE> 5
GENERAL
This Note is one of a duly authorized issue of Debt Securities of the
Company, issued and to be issued in one or more series under an indenture,
dated as of October 27, 1993, as supplemented by a First Supplemental
Indenture, dated as of November 28, 1997, and as further supplemented from time
to time (the "Indenture"), between the Company and The Bank of New York, as
Trustee (the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered.
The Notes are not subject to redemption by the Company or at the option of
any Holder prior to the Stated Maturity.
If an Event of Default with respect to the Notes shall have occurred and
be continuing, the principal of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. In such case, the
amount declared due and payable upon any acceleration permitted by the
Indenture, with respect to each $15.00 principal amount thereof, will be equal
to: (i) $15.00, plus (ii) the Supplemental Redemption Amount with respect
thereto, if any, calculated as though the date of early repayment were the
Stated Maturity of the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and a majority in
aggregate principal amount of the Debt Securities at the time Outstanding of
each series affected thereby. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the Debt
Securities of any series at the time Outstanding, on behalf of the Holders of
all Debt Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.
The Holder of this Note may not enforce such Holder's rights pursuant to
the Indenture or the Notes except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the Principal Amount plus the Supplemental Redemption
Amount with respect to this Note and any interest on any overdue amount thereof
at the time, place, and rate, and in the coin or currency, herein prescribed.
Upon issuance, all Notes will be represented by one or more
fully-registered global securities (the "Global Notes"). Each such Global Note
will be deposited with, or on behalf of, the DTC, and registered in the name of
the DTC or a nominee thereof.
5
<PAGE> 6
Unless and until it is exchanged in whole or in part for Notes in
definitive form, no Global Note may be transferred except as a whole by the
DTC to a nominee of the DTC or by a nominee of the DTC to the DTC per another
nominee of the DTC or by the DTC or any such nominee to a successor of the DTC
or a nominee of such successor.
Accountholders in the Euroclear or Cedel Bank clearance systems may hold
beneficial interests in the Notes through the accounts each such system
maintains as a participant in the DTC.
All terms used in this Note which are defined in the Indenture but not in
this Note shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purposes.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
SALOMON SMITH BARNEY HOLDINGS INC.
By:
----------------------------------
Name:
Title:
Corporate Seal
Attest:
By:
--------------------------
Name:
Title:
Dated: [ ], 1998
CERTIFICATE OF AUTHENTICATION
This is one of the Notes
referred to in the within-
mentioned Indenture.
The Bank of New York,
as Trustee
By:
---------------------------
Authorized Signatory
6
