Pricing Supplement No Euro H011 Dated June 18, 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 28 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: ITL 8,900,000,000
Issue Price: 93.50%
Proceeds to Company on original issuance: ITL 8,321,500,000
Commission or Discount on original issuance: USD 14,100
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: June 19, 1998
Stated Maturity: June 18, 2004
Specified Currency: ITL
(If other than U.S. Dollars)
Authorized Denominations: 150,000,000 ITL
If other than as set forth in the Prospectus Supplement)
Interest Payment Dates: N.A.
Accrue to Pay: |X| Yes | | No
Indexed Principal Note: | | Yes (See Attached) |X| No
Type of Interest on Note: | | Fixed Rate | | Floating Rate | | Indexed Rate
(See Attached)
Interest Rate (Fixed Rate Notes): N.A.
Initial Interest Rate (Floating Rate Notes): N.A.
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
| | Actual over 360 | | Other (See Attached)
(If other than as set forth in the Prospectus Supplement)
Interest Reset Dates: N.A.
Rate Determination Dates: N.A.
(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: N.A.
Minimum Interest Rate: N.A.
Amortizing Note: | | Yes (See Attached) |X| No
Optional Redemption: | | Yes |X| No
Optional Redemption Dates: N.A.
Redemption Prices: N.A.
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: N.A.
Yield to Maturity: N.A.
Listed on Luxembourg Stock Exchange: | | Yes |X| No
Common Code: 8794065
ISIN: xs0087940655
DESCRIPTION OF THE NOTES
GENERAL
The description in this Pricing Supplement of the
particular terms of the Bearer Notes offered hereby (the "Notes")
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 Notes offered hereby are Indexed Principal Notes, as
described under "Description of Bearer Notes" in the accompanying
Prospectus Supplement, to which description reference is hereby
made.
RISK FACTORS
INDEXED NOTES; NO PERIODIC PAYMENTS OF INTEREST.
THE NOTES DO NOT BEAR PERIODIC PAYMENTS OF INTEREST.
The Notes are Indexed Principal Notes. The amount in
respect of principal with respect to a Note that a Holder will
receive at Stated Maturity will be at least the face amount of
such Note (as indicated on the cover of this Pricing Supplement).
However, any such amount in excess of such face amount that may
be payable in respect of principal on such Note will be
determined by reference to changes in the value of three
international equity indexes during the period between May 29,
1998 and Stated Maturity. As described more fully below under
"Indexed Principal," if the arithmetic average of the published
closing prices of any of the FTSE Eurotop 100-Index(R), the
SMI(R) Swiss Market Index or the FT-SE(R) 100 Share Index (each
of which equity indexes is described more fully below) on the
29th of each of the 72 months during the term of the Notes
exceeds a reference level determined by the Calculation Agent
based upon the closing value of each such index on May 29, 1998,
the amount in respect of principal payable with respect to a Note
at Stated Maturity will be greater than the face amount of such
Note. If this condition is not satisfied for any such index
during the term of the Notes, the amount in respect of principal
payable with respect to a Note at Stated Maturity will be equal
to the face amount of such Note. HOLDERS OF THE NOTES SHOULD BE
PREPARED NOT TO RECEIVE MORE THAN THE FACE AMOUNT OF A NOTE IN
RESPECT OF PRINCIPAL ON ANY SUCH NOTE.
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 any
of (i) New York, New York (ii) London, England, (iii) Milan,
Italy, (iv) Frankfurt, Germany, (v)
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Stockholm, Sweden, (vi) Amsterdam, Holland, (vii) Paris, France,
(viii) Zurich, Switzerland, (ix) Madrid, Spain or (x) Brussels,
Belgium
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, such action
shall be taken on the next succeeding Business Day; provided,
however, that if such Business Day is in the next succeeding
calendar month, such action shall be taken on the immediately
preceding Business Day.
The Calculation Agent will be Salomon Brothers
International Limited, which is a wholly-owned subsidiary of
Salomon Smith Barney Holdings Inc. (the "Company").
INDEXED PRINCIPAL
The amount payable in respect of principal on a Note at
Stated Maturity (the "Indexed Principal Amount") is to be
determined by the Calculation Agent in accordance with the
formula set out below (the "Index Formula"):
IPA = FA PLUS [FA TIMES 0.90 TIMES (THE GREATER OF ZERO AND
[1/3 TIMES (E PLUS S PLUS F) MINUS 1])]; WHERE:
"IPA" means the Indexed Principal Amount payable at
Stated Maturity of the Note.
"FA" means the Face Amount of the Note (as stated on
the cover of this Pricing Supplement).
"E" MEANS EA/EI; WHERE:
EA means the arithmetic average, as determined by the
Calculation Agent, of the closing price of the Eurotop
100-index(R), as published by FTSE International Limited ("FTSE")
on the 29th of each month from and including June 1998 through
and including April 2004 and on May 28, 2004.
EI means 2816.57, which was the closing price of the
Eurotop 100-Index(R), as published by FTSE, on May 29, 1998.
"S" MEANS SA/SI; where
SA means the arithmetic average, as determined by the
Calculation Agent, of the closing price of the SMI(R) Swiss
Market Index (the "SMI" Index), as published by the Schweizer
B_rse (the Swiss Stock Index Exchange or "SWX"), on the 29th of
each month from and including June 1998 through and including
April 2004 and on May 28, 2004.
SI means 7656.10, which was the closing price of the SMI(R)
Index, as published by the SWX, on May 29, 1998.
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"F" MEANS FA/FI; WHERE
FA means the arithmetic average, as determined by the
Calculation Agent, of the closing price of the FT-SE(R) 100 Share
Index, as published by FTSE, on the 29th of each month from and
including June 1998 through and including April 2004 and on May
28, 2004.
FI means 5870.7, which was the closing price of the FTSE(R)
100 Share Index, as published by FTSE, on May 29, 1998.
SUCCESSOR INDEXES
If FTSE discontinues publication of the FTSE Eurotop
100-Index(R) and publishes a successor or substitute index that
the Company determines, in its sole discretion, to be
comparable to the FTSE Eurotop 100-Index(R) (any such successor
or substitute index being hereinafter referred to as a "Successor
Eurotop Index"), then the Indexed Principal Amount shall be
determined by the Calculation Agent, on behalf of the Company,
based on such Successor Eurotop Index. In the event that the FTSE
Eurotop 100-Index(R) or any Successor Eurotop Index ceases
publication, the Calculation Agent, acting on behalf of the
Company and in its sole discretion, shall calculate the Indexed
Principal Amount based on the formula and method used in
calculating the FTSE Eurotop 100-Index(R) as of the Issue Date of
the Notes using the closing values of appropriate securities
traded on stock exchanges in countries that are European member
states of the Organization for Economic Cooperation and
Development ("OECD"), as chosen in its sole discretion.
If the SWX discontinues publication of the SMI(R) Index and
publishes a successor or substitute index that the Company
determines, in its sole discretion, to be comparable to the
SMI(R) Index (any such successor or substitute index being
hereinafter referred to as a "Successor SMI Index"), then the
Indexed Principal Amount shall be determined by the Calculation
Agent, on behalf of the Company, based on such Successor SMI
Index. In the event that the SMI(R) Index or any Successor SMI
Index ceases publication, the Calculation Agent, acting on behalf
of the Company and in its sole discretion, shall calculate the
Indexed Principal Amount based on the formula and method used in
calculating the SMI(R) Index as of the Issue Date of the Notes
using the closing values of appropriate securities traded on the
SWX, as chosen in its sole discretion.
If FTSE discontinues publication of the FT-SE(R) 100 Share
Index and publishes a successor or substitute index that the
Company determines, in its sole discretion, to be comparable to
the FT-SE(R) 100 Share Index (any such successor or substitute
index being hereinafter referred to as a "Successor FTSE Index"),
then the Indexed Principal Amount shall be determined by the
Calculation Agent, on behalf of the Company, based on such
Successor FTSE Index. In the event that the FT-SE(R) 100 Share
Index or any Successor FTSE Index ceases publication, the
Calculation Agent, acting on behalf of the Company and in its
sole discretion, shall calculate the Indexed Principal Amount
based on the formula and method used in calculating the FT-SE(R)
100 Share Index as of the Issue Date of the Notes using the
closing values of appropriate securities traded on the London
Stock Exchange (the "LSE") and SETS (Stock Exchange Electronic
Trading Service), as chosen in its sole discretion.
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<PAGE>
None of the Calculation Agent, the Company, or any Agent
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 Notes, 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 (i) the FTSE Eurotop 100-Index(R)
or any Successor Eurotop Index by the AEX or any publisher
thereof, (ii) the SMI(R) Index or any Successor SMI Index by the
SWX or any other publisher thereof or (iii) the FT-SE(R) 100
Share Index or any Successor FTSE Index by FTSE or any other
publisher thereof.
PAYMENT DATE
The Stated Maturity of the Notes is June 18, 2004.
EVENTS OF DEFAULT AND ACCELERATION
In case an Event of Default (as described in the
accompanying Prospectus) with respect to the Notes shall have
occurred and be continuing, the amount payable to a Holder of a
Note upon any acceleration permitted by the Notes will be equal
to the Indexed Principal Amount in respect of such Note,
calculated in the manner set forth above as though the date of
early repayment was the Stated Maturity of the Notes. If a case
under the United States bankruptcy code is commenced in respect
of the Company, the claim of a Holder of a Note may be limited,
under Title 11 of the United States Code, to the face amount of
such Note.
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 6.00% 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 FTSE EUROTOP 100-INDEX(R)
Unless otherwise stated, all information herein relating to
the FTSE Eurotop 100-Index(R) has been derived from information
made available by FTSE and other publicly available sources. Such
information reflects the policies of FTSE as of June 1, 1998 as
stated in such sources; such policies are subject to change at
the discretion of FTSE.
The FTSE Eurotop 100-Index(R) is a stock index published,
operated and distributed by the LSE and regulated and supervised
by the European Indices Committee of FTSE that is intended to
measure the composite price performance of the underlying stocks,
which have been selected in an attempt to represent the 100 most
liquid stocks of European issuers trading on the principal
European stock exchanges and to otherwise reflect general market
trends on such exchanges. FTSE took over the publication,
operation and distribution of the FTSE Eurotop 100-Index(R) from
the Amsterdam Exchanges N.V. (the "AEX") in May 1998.
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There are two components to the process of selecting the
stocks that comprise the FTSE Eurotop-100 Index(R). The first
component consists of the selection of the countries that are to
be represented in the FTSE Eurotop-100 Index(R). Any such country
must first be one of the European member states of the OECD.
Selection of countries for inclusion is then based on the
aggregate exchange capitalization in ECU of stocks of domestic
issuers listed on stock exchanges in the relevant country at the
end of the previous calendar year. For purposes of this
calculation, aggregate exchange capitalization is generally
defined as the aggregate market capitalization of all stocks of
domestic issuers traded on the leading stock exchange in such
country (although for the Federal Republic of Germany, aggregate
exchange capitalization is calculated for the country as a
whole). The principal stock exchange of the European country with
the largest exchange capitalization is the first exchange to be
included in the FTSE Eurotop 100-Index(R), and exchanges from
other qualifying countries will then be considered in decreasing
order of aggregate exchange capitalization. The principal stock
exchange of any such country will be added to the FTSE Eurotop
100-Index(R) if the aggregate exchange capitalization of the
relevant country amounts to more than 2.5% of the aggregate
exchange capitalization of all selected countries. Each of the
countries with an exchange included in the FTSE Eurotop
100-Index(R) is assigned a base weighting derived from its
aggregate exchange capitalization at the end of past calendar
year; the number of stocks from such country that are included in
the FTSE Eurotop 100-Index(R) is determined by and equal to that
country's base weighting, in percentage points.
As of June 1, 1998, the underlying stocks that comprise the
FTSE Eurotop 100-Index(R) are traded on the following European
exchanges: the London Stock Exchange ("LSE"), the Frankfurter
Wertpapierborse (the Frankfurt Stock Exchange or "FWB"), the
Bourse de Paris (the "Paris Stock Exchange"), the Schweizer Borse
(the Swiss Stock Exchange or "SWX"), the AEX Effectenbeurs (the
AEX-Stock Exchange or "ASE"), the Borsa Italiana (the Italian
Stock Exchange or "ISE"), the Sociedad Rectora de la Bolsa de
Valores de Madrid (the Madrid Stock Exchange or "MSE"), the
Stockholm Fondbors AB (the Stockholm Stock Exchange or "SSE") and
the Bourse de Bruxelles/Beurs van Brussel (the Brussels Stock
Exchange or "BSE").
The second component of the FTSE Eurotop 100-Index(R)
selection process consists of the selection of the individual
constituent stocks, which are chosen on the basis of the
cumulative trading volume in each stock on the principal
exchanges in their respective countries over the past three
years, with the stocks having the highest such cumulative trading
volume in each country generally being selected to fill the
number of places in the index assigned to such country. If a
particular issuer has stock listed on more than one exchange,
only the listing with the highest trading volume is taken into
consideration. Certain stocks (including those regarded as
investment funds or stocks that may only be owned by residents of
the relevant country) are excluded from selection. The stocks
which are included in the index are assigned a base weighting
derived from their market capitalization on the date of periodic
adjustment, which is expressed by the number of shares included
in the FTSE Eurotop 100-Index(R). Where possible, each
constituent stock is represented by an integral number of shares.
The FTSE Eurotop 100- Index(R) was first published on December
29, 1989 and is widely reported by newspapers (including the
Financial Times) and other media. See Appendix A hereto for a
list of the stocks comprising the FTSE Eurotop 100-Index(R) as of
June 1, 1998.
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The value of the FTSE Eurotop 100-Index(R) is calculated on
the basis of share prices and foreign exchange rates. The share
prices are transaction prices established during normal,
regulated trading exclusively on the principal stock exchange in
each of the countries included in the FTSE Eurotop 100-Index(R).
The share prices used are those most recently published on the
business day in question, converted into ECU on the basis of
cross rates of the relevant offer prices most recently published
by two leading data vendors. At any particular time, the FTSE
Eurotop 100-Index(R) is calculated by multiplying the sum of the
most recently published prices of each of the underlying stocks,
converted into ECU, by their relevant weight, and divided by 100.
Calculation of the official values of the FTSE Eurotop
100-Index(R) will start at such time as all of the relevant
exchanges will customarily have started normal, regulated trading
and the compiler of the index (the management of FTSE) has
received the necessary prices. If for any reason the price of a
stock or a necessary exchange rate is not known at this time, the
index will be calculated on the basis of the last price for that
stock or the last foreign exchange rate which was available. If
at the time of the calculation of the official opening value less
than 75 of the underlying stocks are open for normal regulated
trading on the relevant home exchanges, index values published
until the time of the calculation of the official closing value
for that day are "partial index values." The calculation of
official values of the FTSE Eurotop 100-Index(R) will end at such
time as the last relevant stock exchange will have customarily
ceased normal regulated trading.
The FTSE Eurotop 100-Index(R) is currently updated every
fifteen seconds between 8.30 A.M. and 4.30 P.M., London time. Due
to the time zone difference between New York City and London on
any normal trading day, trading in the underlying stocks of the
FTSE Eurotop 100- Index(R) on the relevant European stock
exchanges will cease prior to the end of the trading day in New
York City. The Official Index Closing Price of the FTSE Eurotop
100-Index(R) is generally issued at 4:30 P.M., London time and
will therefore generally be available in the United States
shortly after 11.30 A.M., New York City time. The time zone
difference between New York City and London may vary at certain
times of the year due to different beginning and ending dates of
Daylight Savings Time in New York City and the comparable British
Summer Time in London.
The FTSE Eurotop 100-Index(R) is a capital-weighted index
(i.e., an underlying stock's weight in the index is based on the
total market capitalization of the issuer, rather than on its
price per share). Accordingly, a 5 percent price change in the
first ranked underlying stock has a greater effect on the FTSE
Eurotop 100-Index(R) than a 5 percent price change in the 100th
ranked underlying stock.
Once each year, immediately following the third Friday in
April, the compiler of the FTSE Eurotop 100-Index(R) undertakes a
review of the underlying stocks and determines whether it is
necessary to add or delete securities from the FTSE Eurotop
100-Index(R). The review of the constituent countries and stocks
is conducted on the basis of the selection criteria described
above. In addition, if there is a non-FTSE Eurotop 100-Index(R)
constituent stock with an effective trading volume that is at
least 10% higher than the effective trading volume of a
constituent stock, then that non-index stock will be selected to
replace the constituent stock that has the lowest effective
volume in that country. At such time, the weights of the
constituent
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stocks in the index may also be revised to take account of
takeovers, mergers, split ups, spin offs, stock dividends, bonus
payments or rights issues. However, no adjustment takes place if
the effect of any such action is less than 0.01 index points (1
ECU). No operational adjustments are made for changes in market
capitalization as a result of a normal issue of new shares by
issuers of the underlying stocks.
FTSE is under no obligation to continue the calculation and
dissemination of the FTSE Eurotop 100-Index(R). The Notes are not
in any way sponsored, endorsed, sold or promoted by AEX, FTSE,
London Stock Exchange Limited ("LSEL") or the Financial Times
Ltd. ("FTL", and, collectively with AEX, FTSE and LSEL, the
"Owners") and none of the Owners are otherwise involved in the
issue and offering of the Notes. The Owners make no warranty or
representation whatsoever, expressly or impliedly, either as to
the results to be obtained from the use of the FTSE Eurotop
100-Index(R) and/or the figure at which the FTSE Eurotop
100-Index(R) stands on any particular day or otherwise. The FTSE
Eurotop 100-Index(R) is compiled by or on behalf of FTSE and the
AEX. However, none of the Owners have any obligation or liability
in connection with the administration, marketing or trading of
the Notes. The Owners shall not be liable (whether in negligence
or otherwise) to any person for any error in the FTSE Eurotop
100- Index(R) and shall not be under any obligation to advise any
person of any error therein.
"FTSE" and "Footsie" are registered trade marks of LSEL and
FTL and are used by FTSE under license. "Eurotop" is a registered
trademark of the AEX or its subsidiaries and is used by FTSE
under license. FTSE and the Company have entered into a license
agreement providing for a license, in exchange for a fee, of
certain trade and service marks with respect to indices owned by
the Owners in connection with the issuance of the Notes. The use
of and reference to the FTSE Eurotop 100-Index(R) in connection
with the Notes have been consented to by the Owners.
None of the Company, the Calculation Agent, the Trustee
under the Senior Debt Indenture or any Agent accepts any
responsibility for the calculation, maintenance or publication of
the FTSE Eurotop 100-Index(R) or any Successor Eurotop Index. The
Owners disclaim all responsibility for any errors or omissions in
the calculation and dissemination of the FTSE Eurotop
100-Index(R) or the manner in which such index is applied in
determining any Indexed Principal Amount or any other amount
payable with respect to the Notes.
Historical Data on the FTSE Eurotop 100-Index(R)
The following table sets forth the highest and lowest daily
closing price of the FTSE Eurotop 100-Index(R), as published by
FTSE or its predecessors, for each quarter during the period from
1993 through June 16, 1998, as well as the closing price of the
FTSE Eurotop 100-Index(R) as of the end of each such quarter or
partial quarter. The historical values of the FTSE Eurotop
100-Index(R) should not be taken as an indication of future
performance.
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Daily Closing Prices
-------------------------------
Highest Lowest Period
Level Level End
------- ------ ------
1993
1st Quarter 952.32 862.69 947.38
2nd Quarter 1012.86 934.84 1012.86
3rd Quarter 1133.15 1001.66 1104.34
4th Quarter 1239.00 1106.53 1239.00
1994
1st Quarter 1392.63 1202.49 1212.65
2nd Quarter 1275.91 1143.06 1154.33
3rd Quarter 1242.55 1149.08 1164.33
4th Quarter 1200.78 1136.48 1178.46
1995
1st Quarter 1189.18 1117.30 1147.10
2nd Quarter 1244.92 1152.00 1214.06
3rd Quarter 1316.68 1220.02 1282.90
4th Quarter 1344.19 1239.68 1342.85
1996
1st Quarter 1417.35 1333.01 1414.32
2nd Quarter 1458.08 1414.70 1438.49
3rd Quarter 1471.55 1364.41 1471.55
4th Quarter 1614.77 1474.86 1614.77
1997
1st Quarter 1894.47 1583.79 1858.99
2nd Quarter 2130.39 1774.05 2108.06
3rd Quarter 2355.95 2132.47 2309.12
4th Quarter 2351.23 2044.47 2299.75
1998
1st Quarter 2808.10 2236.40 2805.73
2nd Quarter (through
June 16, 1998) 2928.26 2666.61 2766.12
The closing price of the FTSE Eurotop 100-Index(R) on June
16, 1998 was 2766.12.
Since its inception, the FTSE Eurotop 100-Index(R) has
experienced significant daily price fluctuations. Any historical
upward or downward trend in the closing level of the FTSE Eurotop
100-Index(R) during any period set forth above is not any
indication that the FTSE Eurotop 100- Index(R) is more or less
likely to increase or decline at any time during the term of the
Notes.
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DESCRIPTION OF THE SMI(R) INDEX
Unless otherwise stated, all information on the SMI(R)
Index contained herein is derived from sources published by the
SWX or from other publicly available sources. Such information
reflects the policies of the SWX as of June 1, 1998 as stated in
such sources; such policies are subject to change in the
discretion of the SWX.
The SMI(R) Index comprises 20 to 24 liquid securities of
highly capitalized companies, which are permanently traded on the
SWX and may be held by non-Swiss nationals. Appendix B hereto
contains a list of the securities comprising the SMI(R) Index as
of June 1, 1998.
It is occasionally necessary to make changes in the
structure of the SMI(R) Index. The turnover of the security in
question is the dominant criterion for the decision to implement
a change. Under certain circumstances, the sector mix of the
SMI(R) Index and the market capitalization of the security
concerned may also play a role. In principle, the index
commission is reluctant to change the structure of the SMI(R)
Index and only proposes adjustments if long-term shifts on the
market are clearly evident and if the changes will make the
SMI(R) Index more meaningful. As a rule, changes are only
implemented on July 1, after advance notice of at least six
months has been given.
The number of shares in actual circulation is used as the
relevant number of shares in determining the SMI(R) Index amount.
The number of reserved shares may alter daily because options and
conversion rights are exercised. In order to keep costs for
operation of the SMI Index within limits, the number of shares
for the SMI(R) Index calculation is ascertained twice a year, on
June 15 and December 15, directly from the companies involved,
and included in the SMI(R) Index calculation at the start of the
following six months. The capital factor is adjusted in line with
the principles for handling capital transactions. In cases where
capital transactions will lead to an adjustment of the investor's
portfolio, the adjustment of the number of securities is
undertaken on the day in question.
The SMI(R) Index is calculated on a real-time basis from
the opening to the close of stock exchange trading, so that the
SMI(R) Index is updated with every new price.
The SMI(R) Index was fixed at 1,500 points on June 30,
1988. Real-time calculation began on October 3, 1988. A historic
series of indexes with daily closing prices and high and low
monthly prices has existed since December 30, 1987.
The SWX is under no obligation to continue the calculation
and dissemination of the SMI(R) Index. The Notes are not in any
way sponsored, endorsed, sold or promoted by the SWX and the SWX
makes no warranty or representation whatsoever, express or
implied, either as to the results to be obtained from the use of
the SMI(R) Index and/or the figure at which the SMI(R) Index
stands on any particular day or otherwise. The SMI(R) Index is
compiled and calculated solely by the SWX. However, the SWX shall
not be liable (whether in negligence or otherwise) to any person
for any error in the SMI(R) Index and shall not be under any
obligation to advise any
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person, including a purchaser or vendor of any of the Notes, of
any error therein. The SWX has no obligation to take the needs of
the Company or the Holders of the Notes into consideration in
determining, composing or calculating the SMI(R) Index. The SWX
is not responsible for, and has not participated in the
determination of the timing of, prices for, or quantities of, the
Notes to be issued or in the determination or calculation of the
equation by which the Indexed Principal Amount or any other
amount payable with respect to the Notes is set. The SWX has no
obligation or liability in connection with the administration,
marketing or trading of the Notes.
SMI(R) is a registered trademark of the SWX. The SWX and
the Company have entered into a license agreement providing for a
license, in exchange for a fee, of certain trade and service
marks with respect to indices owned and published by the SWX in
connection with the issuance of the Notes. The use of and
reference to the SMI(R) Index in connection with the Notes have
been consented to by the SWX as the owner and publisher of the
SMI(R) Index.
None of the Company, the Calculation Agent, the Trustee
under the Senior Debt Indenture or any Agent accepts any
responsibility for the calculation, maintenance or publication of
the SMI(R) Index or any Successor SMI Index. The SWX disclaims
all responsibility for any errors or omissions in the calculation
and dissemination of the SMI(R) Index or the manner in which such
index is applied in determining the Indexed Principal Amount or
any other amount payable in respect of the Notes.
Historical Data on the SMI(R) Index
The following table sets forth the highest and lowest daily
closing price of the SMI(R) Index, as published by the SWX, for
each quarter during the period from 1993 through June 16, 1998,
as well as the closing price of the SMI(R) Index as of the end of
each such quarter or partial quarter. The historical values of
the SMI(R) Index should not be taken as an indication of future
performance.
10
<PAGE>
Daily Closing Prices
-------------------------------
Highest Lowest Period
Level Level End
------- ------ ------
1993:
1st Quarter 2190.3 2049.5 2190.3
2nd Quarter 2376.7 2122.9 2376.7
3rd Quarter 2502.4 2315.1 2473.1
4th Quarter 2972.6 2473.1 2957.6
1994:
1st Quarter 3178.4 2768.5 2794.8
2nd Quarter 2887.8 2544.2 2608.8
3rd Quarter 2674.5 2474.5 2534.4
4th Quarter 2673.5 2458.6 2628.8
1995:
1st Quarter 2642.4 2450.3 2508.9
2nd Quarter 2845.6 2508.9 2825.3
3rd Quarter 3045.5 2781.3 3014.8
4th Quarter 3317.1 3014.8 3297.7
1996:
1st Quarter 3677.0 3191.4 3646.5
2nd Quarter 3732.9 3521.6 3732.9
3rd Quarter 3810.0 3482.6 3736.4
4th Quarter 3948.3 3723.1 3942.2
1997:
1st Quarter 4684.4 3922.9 4659.2
2nd Quarter 5700.3 4463.9 5620.6
3rd Quarter 6012.6 5216.7 5673.6
4th Quarter 6103.2 5279.7 6265.50
1998:
1st Quarter 7585.5 6062.1 7585.5
2nd Quarter
(through June 16) 7827.7 7053.5 7388.7
The closing level of the SMI(R) Index on June 16, 1998 was
7388.7.
Since its inception, the SMI(R) Index has experienced
significant daily price fluctuations. Any historical upward or
downward trend in the closing level of the SMI(R) Index during
any period set forth above is not any indication that the SMI(R)
Index is more or less likely to increase or decline at any time
during the term of the Notes.
11
<PAGE>
DESCRIPTION OF FT-SE(R) 100 SHARE INDEX
Unless otherwise stated, all information herein relating to
the FT-SE(R) 100 Share Index has been derived from publications
of FTSE, the London Stock Exchange Limited (the "Exchange") and
other publicly available sources. Such information reflects the
policies of FTSE and the Exchange as of June 1, 1998 as stated in
such sources; such policies are subject to change at the
discretion of FTSE or the Exchange.
The FT-SE(R) 100 Share Index is a stock index regulated and
supervised by the Exchange and published, operated and
distributed by FTSE that is intended to measure the composite
price performance of the underlying stocks, which generally
consist of the stocks of the largest 100 United Kingdom companies
(determined on the basis of market capitalization) traded on the
Exchange. See Appendix C hereto for a list of the stocks
comprising the FT-SE(R) 100 Share Index as of June 1, 1998. A
company's market capitalization is calculated by multiplying the
number of shares outstanding by the company's current share
price. The FT-SE(R) 100 Share Index was first published on March
3, 1984 (with a base date of December 30, 1983) and is widely
reported by newspapers (including The Wall Street Journal and the
Financial Times) and other media. The underlying stocks represent
a broad cross-section of United Kingdom industry and are among
the most actively traded stocks on the Exchange.
The value of the FT-SE(R) 100 Share Index is calculated at
any particular time by multiplying the change in the market
capitalization of the underlying stocks during a prescribed time
period by a base value. The FT-SE(R) 100 Share Index currently is
updated every minute between 8:30 A.M. and 4:30 P.M., London
time.
The FT-SE(R) 100 Share Index is a capital-weighted index
(i.e., an underlying stock's weight in the index is based on the
total market capitalization of the issuer, rather than on its
price per share). Accordingly, a 5 percent price change in the
first ranked underlying stock has a greater effect on the
FT-SE(R) 100 Share Index than a 5 percent price change in the
100th ranked underlying stock. The base value of the index is
recalculated to compensate for replacements of the underlying
stocks or changes in the outstanding share capital of their
issuers that result, for example, from rights issues or new stock
issuances.
Each calendar quarter, the FTSE Actuaries UK Indices
Committee undertakes a review of the underlying stocks and
determines whether it is necessary to add or delete securities
from the FT-SE(R) 100 Share Index based on the current market
capitalization of their issuers. To maintain continuity, however,
an underlying stock will only be deleted if (i) the market
capitalization of the issuer of such stock has fallen to 111th
place or below, or (ii) the market capitalization of the issuer
of such stock has fallen to below 101st place, but above 111th
place, in which case such stock shall be deleted only if it is
necessary to create a place in the index for the stock of an
issuer that is not included in the index at such time but whose
market capitalization has risen to 90th place or better. A new
underlying stock will be added if (i) the market capitalization
of the issuer of such stock has risen to 90th place or better or
(ii) it is necessary to replace the stock of an issuer whose
market capitalization has fallen to 111th place or below, in
which case stocks of issuers not included in the index at such
time will be added as necessary in the order of their
12
<PAGE>
market capitalization, up to the issuer then in 91st place. The
six highest placed stocks not included in the index comprise a
replacement list to be used in the event that one or more
underlying stocks may be deleted from the index during the period
between quarterly reviews. Such a deletion will result upon the
delisting of an underlying stock, and may result upon a merger or
takeover of its issuer or a suspension of trading in such stock.
A new issue may be added to the index if, in the view of the FTSE
Actuaries UK Indices Committee, such new issue is so large that
the effectiveness of the index as a market indicator would be
significantly and adversely affected by its omission. In such a
case, the underlying stock of the issuer with the lowest market
capitalization would generally be removed, though the timing of
the inclusion of any such new issue and the decision as to which
underlying stock it shall replace are at the discretion of the
FTSE Actuaries UK Indices Committee.
The performance of the FT-SE(R) 100 Share Index varies
somewhat from other stock indices, such as the Financial Times
All-Share Index published by The Financial Times Limited (the
"FTL"), that measure the performance of a greater number of
stocks listed on the LSE. Such performance differences reflect a
number of complex factors including, among other things, the
relatively greater volatility of the stocks of smaller companies
that are not included among the underlying stocks and the greater
sensitivity of the FT-SE(R) 100 Share Index to the performance of
industries, such as the petroleum industry, that tend to be
represented by larger companies.
FTSE is under no obligation to continue the calculation and
dissemination of the FT-SE(R) 100 Share Index. The Notes are not
in any way sponsored, endorsed, sold or promoted by FTSE or by
the Exchange or by the Financial Times Ltd. (the "FTL") and
neither FTSE nor the Exchange nor the FTL makes any warranty or
representation whatsoever, expressly or impliedly, either as to
the results to be obtained from the use of the FT-SE(R) 100 Share
Index and/or the figure at which the FT-SE(R) 100 Share Index
stands on any particular day or otherwise. The FT-SE(R) 100 Share
Index is compiled and calculated solely by FTSE. However, neither
FTSE nor the Exchange nor the FTL shall be liable (whether in
negligence or otherwise) to any person for any error in the
FT-SE(R) 100 Share Index and neither FTSE nor the Exchange nor
the FTL shall be under any obligation to advise any person,
including a purchaser or vendor of any of the Notes, of any error
therein. FTSE has no obligation to take the needs of the Company
or Holders of the Notes into consideration in determining,
composing or calculating the FT-SE(R) 100 Share Index. FTSE is
not responsible for, and has not participated in the
determination of the timing of, prices for, or quantities of, the
Notes to be issued or in the determination or calculation of the
equation by which the Indexed Principal Amount or any other
amount payable with respect to the Notes is set. FTSE has no
obligation or liability in connection with the administration,
marketing or trading of the Notes.
"FTSE(R)" is a registered trademark of the London Stock
Exchange Limited and the Financial Times Limited and is used by
FTSE International Limited under license. FTSE International
Limited and the Company have entered into a license agreement
providing for a license, in exchange for a fee, of certain trade
and service marks with respect to indices owned and published by
FTSE in connection with the issuance of the Notes. The use of and
reference to the FT-SE(R) 100 Share Index in connection with the
Notes have been consented to by FTSE, the publisher of the
FT-SE(R) 100 Share Index.
13
<PAGE>
None of the Company, the Calculation Agent, the Trustee
under the Senior Debt Indenture or any Agent accepts any
responsibility for the calculation, maintenance or publication of
the FT-SE(R) 100 Share Index or any Successor FTSE Index. FTSE
disclaims all responsibility for any errors or omissions in the
calculation and dissemination of the FT-SE(R) 100 Share Index or
the manner in which such index is applied in determining any
Indexed Principal Amount or any other amount payable with respect
to the Notes.
Historical Data on the FT-SE(R) 100 Share Index
The following table sets forth the highest and lowest daily
closing price of the FT-SE(R) 100 Share Index, as published by
FTSE, for each quarter during the period from 1993 through June
16, 1998, as well as the closing price of the FT-SE(R) 100 Share
Index as of the end of each such quarter or partial quarter. The
historical values of the FT-SE(R) 100 Share Index should not be
taken as an indication of future performance.
14
<PAGE>
Daily Closing Prices
-------------------------------
Highest Lowest Period
Level Level End
------- ------ ------
1993:
1st Quarter 2957.32 2737.60 2878.67
2nd Quarter 2907.60 2786.33 2899.95
3rd Quarter 3100.62 2814.12 3037.47
4th Quarter 3461.96 3037.47 3418.42
1994:
1st Quarter 3520.27 3086.40 3086.40
2nd Quarter 3168.30 2876.60 2919.20
3rd Quarter 3265.10 2919.20 3026.30
4th Quarter 3146.50 2943.40 3065.54
1995:
1st Quarter 3176.20 2954.18 3137.90
2nd Quarter 3403.80 3137.90 3314.60
3rd Quarter 3570.78 3314.60 3508.25
4th Quarter 3689.30 3460.10 3689.30
1996:
1st Quarter 3781.30 3639.52 3699.70
2nd Quarter 3587.10 3678.80 3711.00
3rd Quarter 3977.20 3632.30 3953.70
4th Quarter 4118.50 3900.40 4118.50
1997:
1st Quarter 4444.30 4056.60 4312.90
2nd Quarter 4783.10 4214.60 4604.60
3rd Quarter 5244.20 4604.60 5244.20
4th Quarter 5330.80 4056.60 5135.50
1998:
1st Quarter 5997.90 5068.80 5932.20
2nd Quarter
(through June 16) 6105.80 5715.70 5729.70
The closing price of the FT-SE(R) 100 Share Index on June
16, 1998 was 5729.70.
Since its inception, the FT-SE(R) 100 Share Index has
experienced significant daily price fluctuations. Any historical
upward or downward trend in the closing level of the FT-SE(R) 100
Share Index during any period set forth above is not any
indication that the FT-SE(R) 100 Share Index is more or less
likely to increase or decline at any time during the term of the
Notes.
15
<PAGE>
DESCRIPTION OF RELEVANT NON-UNITED STATES SECURITIES EXCHANGES
The London Stock Exchange
The LSE is the largest established securities market in the
United Kingdom and one of the world's largest securities
exchanges in terms of market capitalization. Trading on the LSE
takes place in quantity of shares, rather than in round lots. The
rules of the LSE currently place no limits on daily permissible
price movements in the trading of listed securities. SEAQ is the
LSE's electronic price information system, which acts as an
interface between market-makers and their customers. Throughout
the trading day, approximately 30 registered market-makers are
obliged to display to the market their bid and offer prices and
the maximum bargain size to which these prices relate. All equity
prices displayed on SEAQ are firm. Trading hours on the LSE and
SEAQ currently begin at 8:30 A.M. and end at 4:30 P.M., London
time.
Prior to settlement, the LSE requires each member firm to
report details of its transactions to the stock-exchange checking
service to ensure that both parties agree on all aspects of their
transactions. Once through this checking service, transactions
are passed to the LSE's computer-based system for settlement.
On October 20, 1997, the LSE changed the way in which the
stocks of its largest domestic issuers are traded through the
introduction of SETS (Stock Exchange Electronic Trading Service).
SETS was designed to replace the SEAQ structure as the means for
trading in the stocks of issuers that comprise the FT-SE(R) 100
Share Index. At the heart of the changes was the introduction of
an electronic order book, which now enables buyers and sellers to
post their bid and sell prices and to have their trades "matched"
automatically on the screen. The system is designed to allow
investors to place buy and sell orders on to the order book
through a member firm of the LSE. Those orders are displayed
on-screen through a central electronic system and the trade
completed (or "executed") automatically when the order matches
with a corresponding buy or sell order. An LSE working party is
currently considering the most appropriate structure for trading
non-FTSE 100 shares. It is possible that SETS will be extended to
the next-largest 250 companies in the near future.
Due to the time zone difference between New York City and
London, on any normal trading day, trading on the underlying
stocks of the FT-SE(R) 100 Share Index on the LSE and SETS will
cease prior to the end of the trading day in New York City. The
Official Index Closing Prices of the FTSE Eurotop 100-Index and
the FT-SE(R) 100 Share Index are generally issued at 4:30 P.M.,
London time and will therefore generally be available in the
United States shortly after 11:30 A.M., New York City time. The
time zone difference between New York City and London may vary at
certain times of the year due to different beginning and ending
dates of Daylight Savings Time in New York City and the
comparable British Summer Time in London.
16
<PAGE>
The Swiss Stock Exchange
The SWX features an electronic platform which ensures both
fully automated trading and integrated settlement of all stock
market transactions. Electronic trading begins with the investor:
Member banks' investment advisors register incoming orders from
their customers in their trading system. These data are forwarded
to the trader and checked, or fed directly into the trading
system by the trader. From here they go to the central exchange
system of SWX, which acknowledges receipt of the order, assigns a
time stamp to it and verifies its formal correctness.
Depending on the type of transaction, the data are also
transmitted to third-party data vendors. In the fully automated
exchange system in use at SWX, buy and sell orders are matched
according to clearly defined rules (so-called matching rules).
Regardless of their size or origin, trading orders are executed
according to price (first priority) and the time received (second
priority); this is known as price/time priority. Each trade
triggers an automatic settlement through the Swiss Securities
Clearing Corporation (SEGA) and the Swiss National Bank (SNB).
Trading at the SWX is divided into three periods:
pre-opening, opening and current trading. During current trading,
transactions in some securities may be briefly interrupted under
certain circumstances. Pre-opening starts at 4:30 p.m. (5:00 p.m.
for Swiss government bonds) on the previous business day and
lasts until 10:00 p.m. (all times are Zurich times). It resumes
at 6:00 p.m. on the current business day. Orders (bids and
offers) may be entered or deleted in the electronic orderbook
during pre-opening times, but no actual trades are made. A
theoretical opening price is continuously calculated and
displayed for the guidance of traders.
The opening determines the opening price and executes the
orders according to the matching rules. This procedure takes
place at 8:30 a.m. for Swiss government bonds, 9:30 a.m. for all
other bonds, 10:00 a.m. for stocks and 10:15 a.m. for
derivatives. For establishing the opening price at the start of
trading (or upon resumption of trading after an interruption),
the highest-execution principle is used; in other words, the
price is fixed in such a manner as to achieve the largest
possible turnover.
After the opening, permanent trading begins. New orders are
continuously matched with existing ones. The matching rules are
also applicable here. All orders are stored in the orderbook
until a counterpart is found.
Trading in all exchange products stops at 4:30 p.m. (5:00
p.m. for all Swiss government bonds), which marks the start of
pre-opening for the following business day. Orders can be placed
up to 10:00 p.m. and again from 6:00 a.m. onwards.
At the SWX, permanent trading with voluntary market making
takes place in all securities during official trading hours. All
orders below the exchange obligation limit must be executed
during trading hours through the trading system, while large
orders with a market value of at least CHF 200,000 (for stocks)
and CHF 100,000 (options and bonds) may be traded off the
17
<PAGE>
exchange. However, all trades made outside the exchange system
must be reported within 30 minutes.
DESCRIPTION OF ITALIAN LIRA
The lira is the national currency of Italy. Italian bank
notes are issued by The Bank of Italy, which is Italy's central
bank and the sole bank of issue. On June 17, 1998, the noon
buying rate for cable transfers in New York City payable in lira,
as reported by the Federal Reserve Bank of New York, was Lit.
1761.00 = $1.00.
The exchange rate between the lira 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 Italy 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
Italy and in the United States, all of which are in turn
sensitive to the monetary, fiscal and trade policies pursued by
the governments of Italy, 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 Italian lira
have been highly volatile.
TAXATION
The following disclosure supplements, and to the extent
inconsistent therewith, replaces, the disclosure in the
Prospectus Supplement under "Certain United States Federal Income
Tax Considerations":
Under U.S. Treasury regulations relating to debt
instruments that provide for contingent payments, gain realized
on a sale or other disposition of the Notes, and the excess of
the redemption price of the Notes over their issue price, will be
classified as interest income (rather than as gain) for U.S. tax
purposes. Such interest income will be exempt from withholding of
U.S. Federal income tax to the extent described in the Prospectus
Supplement under "Certain United States Federal Income Tax
Considerations."
18
<PAGE>
APPENDIX A
LIST OF FTSE EUROTOP 100-INDEX(R) UNDERLYING STOCKS
The following is a list of the 100 companies whose stocks
comprised the FTSE Eurotop 100- Index(R) as of June 1, 1998.
UNITED KINGDOM
1. Abbey National
2. B.A.T. Industries
3. BG
4. BTR
5. Barclays Bank
6. Bass
7. British Aerospace
8. British Airways
9. British Petroleum Co.
10. British Sky Broadcasting Gr.
11. British Steel
12. British Telecom
13. Cable & Wireless
14. Diageo PLC
15. General Electric Co
16. Glaxo Wellcome
17. Granada Group
18. HSBC Holdings
19. Imperial Chemical Ind.
20. Lloyds TSB PLC
21. Marks & Spencer
22. Nat Westminister Bank
23. National Power
24. Prudential Corporation PLC
25. Reed International
26. Reuters Group
27. Rio Tinto PLC
28. Royal & Sun Alliance
29. Sainsbury(J) PLC
30. Shell Transport & Trading
31. SmithKline Beecham
32. Standard Chartered
33. Tesco
34. Unilever PLC
35. Vodafone Group
36. Zeneca
Germany
1. Allianz
2. BASF
3. BMW St
<PAGE>
4. Bayer
5. Commerzbank
6. Daimler-Benz
7. Deutsche Bank
8. Hoechst
9. Mannesmann
10. RWE St
11. SAP Vz
12. Siemens
13. Thyssen
14. VEBA
15. Volkswagen St
France
1. AXA-UAP
2. Alcatel Alsthom CGE
3. Carrefour
4. Elf-Aquitaine
5. Generale des Eaux
6. Danone
7. Lvmh
8. Rhone Poulenc - A -
9. Saint Gobain
10. Societe Generale
11. Total B
12. l'Oreal
Switzerland
1. ABB (I)
2. Alusuisse (N)
3. CS Holding (N)
4. Nestle (N)
5. Novartis (N)
6. Roche (GS)
7. SBV (N)
8. Swiss Reinsurance (N)
9. UBS (I)
10. Zurich Versicherungen (N)
The Netherlands
1. ABN AMRO Bank
2. Ahold
3. Akzo Nobel
4. Elsevier
5. ING Group (CRT)
6. KPN
7. Royal Philips Electronics
8. Royal Dutch Petroleum
9. Unilever (CRT)
2
<PAGE>
Italy
1. Assicurazioni Generali
2. ENI
3. FIAT
4. Montedison
5. Telecom Italia
6. Telecom Italia Mobile
Spain
1. ENDESA
2. Iberdrola
3. Repsol
4. Telefonica
Sweden
1. Astra (Afr)
2. Ericsson (Bfr)
3. Investor Bfr
4. S-E Banken (Afr)
5. Volvo (Bfr)
Belgium
1. Electrabel
2. Generale Bank
3. Petrofina
3
<PAGE>
APPENDIX B
LIST OF SMI(R) INDEX UNDERLYING STOCKS
The following is a list of the 21 stocks that
comprised the SMI Index as of June 1, 1998.
1. ABB AG I
2. ALUSUISSE N
3. BALOISE N
4. CIBA SC N
5. CLARIANT N
6. CS GROUP N
7. EMS-CHEMIE B
8. HOLDERBK I
9. NESTLE N
10. NOVARTIS I
11. NOVARTIS N
12. ROCHE GS
13. RUECKV N
14. SBV N
15. SGS SURVEILLANCE I
16. SMH I
17. SMH N N10
18. SULZER N
19. UBS I
20. UBS N
21. ZUERICH N
<PAGE>
APPENDIX C
LIST OF FT-SE(R) 100 SHARE UNDERLYING STOCKS
The following is a list of the companies whose stocks
comprised the FT-SE(R) 100 Share Index as of June 1, 1998.
1. 3I GROUP PLC
2. ABBEY NATIONAL PLC
3. ALLIANCE & LEICESTER
4. ALLIED DOMECQ PLC
5. AMVCSCAP PLC
6. ASDA GROUP PLC
7. ASSOCIATED BRITISH FOODS PLC
8. B.A.T. INDUSTRIES PLC
9. BAA PLC
10. BANK OF SCOTLAND PLC
11. BARCLAYS PLC
12. BASS PLC
13. BG PLC
14. BILLITON PLC
15. BLUE CIRCLE INDUSTRIES PLC
16. BOC GROUP PLC
17. BOOTS CO PLC
18. BRITISH AEROSPACE PLC
19. BRITISH AIRWAYS PLC
20. BRITISH ENERGY
21. BRITISH LAND CO PLC
22. BRITISH PETROLEUM CO PLC
23. BRITISH SKY BROADCASTING GROUP PLC
24. BRITISH STEEL PLC
25. BRITISH TELECOMMUNICATIONS PLC
26. BTR PLC
27. CABLE & WIRELESS PLC
28. CADBURY SCHWEPPES PLC
29. CARLTON COMMUNICATIONS PLC
<PAGE>
30. CENTRICA PLC
31. CGU PLC
32. COMPASS GROUP PLC
33. DIAGCO PLC
34. EMI GROUP PLC
35. ENTERPRISE OIL PLC
36. GENERAL ELECTRIC CO PLC
37. GKN PLC
38. GLAXO WELLCOME PLC
39. GRANADA GROUP PLC
40. GREAT UNIVERSAL STORES PLC
41. GUARDIAN ROYAL EXCHANGE PLC
42. HALIFAX
43. HAYS PLC
44. HSBC HOLDINGS ORD75P
HSBC HOLDINGS HKD10
45. IMPERIAL CHEMICAL INDUSTRIES PLC
46. KINGFISHER PLC
47. LADBROKE GROUP PLC
48. LAND SECURITIES PLC
49. LASMO PLC
50. LEGAL & GENERAL GROUP PLC
51. LLOYDS TSB GROUP PLC
52. LUCAS VARITY
53. MARKS & SPENCER PLC
54. MISYS PLC
55. NATIONAL GRID GROUP PLC
56. NATIONAL POWER PLC
57. NATIONAL WESTMINSTER BANK PLC
58. NEXT PLC
59. NORWICH UNION PLC
60. NYCOMED AMERSHAM PLC
61. ORANGE PLC
62. PEARSON PLC
2
<PAGE>
63. PENINSULAR & ORIENTAL STEAM NAV CO
64. POWERGEN PLC
65. PRUDENTIAL CORPORATION PLC
66. RAILTRACK GROUP
67. RANK GROUP PLC
68. RECKITT & COLMAN PLC
69. REED INTERNATIONAL PLC
70. RENTOKIL INITIAL PLC
71. REUTERS GROUP PLC
72. RIO TINTO
73. RMC GROUP PLC
74. ROLLS-ROYCE PLC
75. ROYAL & SUN ALLIANCE INS GROUP PLC
76. ROYAL BANK OF SCOTLAND GROUP PLC
77. SAFEWAY PLC
78. SAINSBURY (J) PLC
79. SCHRODERS N/V
SCHRODERS ORD
80. SCOTTISH & NEWCASTLE PLC
81. SCOTTISH POWER PLC
82. SEVERN TRENT PLC
83. SHELL TRANSPORT AND TRADING CO PLC
84. SIEBE PLC
85. SMITHKLINE BEECHAM PLC
86. SMITHS INDUSTRIES PLC
87. STANDARD CHARTERED PLC
88. SUN LIFE & PROVINCIAL HOLDINGS
89. TESCO PLC
90. THAMES WATER PLC
91. TOMKINS PLC
92. UNILEVER PLC
93. UNITED NEWS & MEDIA PLC
94. UNITED UTILITIES PLC
95. VODAFONE GROUP PLC
3
<PAGE>
96. WHITBREAD PLC
97. WILLIAMS PLC
98. WOLSELEY PLC
99. WOOLWICH
100. ZENECA GROUP PLC
4
