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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) May 11, 1998
Salomon Smith Barney Holdings Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 1-4346 22-1660266
(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)
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(212) 816-6000
(Registrant's telephone number, including area code)
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SALOMON SMITH BARNEY HOLDINGS INC.
CURRENT REPORT ON FORM 8-K
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibits:
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Exhibit No. Description
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1.01 Terms Agreement, dated May 11, 1998, among the
Company and Salomon Brothers Inc, ABN AMRO
Incorporated, BancAmerica Robertson Stephens, Banc
One Capital Markets, Inc., Bear, Stearns & Co. Inc.,
Chase Securities Inc., Citicorp Securities, Inc.,
First Union Capital Markets, a division of Wheat
First Securities, Inc., HSBC Securities, Inc. and
Lehman Brothers Inc., as Underwriters, relating to
the offer and sale of the Company's 6 1/4% Notes due
May 15, 2003.
4.01 Form of Note for the Company's 6 1/4% Notes due May
15, 2003.
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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: May 13, 1998 SALOMON SMITH BARNEY HOLDINGS INC.
By: /s/ Mark I. Kleinman
________________________________
Mark I. Kleinman
Deputy Treasurer
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Exhibit 1.01
TERMS AGREEMENT
May 11, 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 $500,000,000 aggregate
principal amount of its 6 1/4% Notes due May 15, 2003 (the "Securities"). Sub-
ject 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 99.271% of the principal
amount thereof. The Closing Date shall be May 14, 1998 at 9:00 a.m. at the
offices of Salomon Smith Barney Holdings Inc., 388 Greenwich Street, New York,
New York 10013.
The Securities shall have the following terms:
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Title: 6 1/4% Notes due May 15, 2003
Maturity: May 15, 2003
Interest Rate: 6 1/4% per annum
Interest Payment Dates: May 15 and November 15,
commencing November 15, 1998
Regular Record Dates: May 1 and November 1
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Initial Price To Public: 99.771% of the principal amount
thereof plus accrued interest
from May 14, 1998, to date of
payment and delivery
Redemption Provisions: The Securities are not redeem
able by the Company prior to
maturity
Trustee: The Chase Manhattan Bank
Indenture: Indenture, dated as of January
18, 1994, as supplemented by a
First Supplemental Indenture,
dated as of November 28, 1997
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All the provisions contained in the document entitled "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 Under writers hereby agree that the
Securities will be in the form of Book-Entry Notes and shall be
delivered on May 14, 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
2
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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) Paragraph 4(j) of the Basic Provisions shall be amended and restated as
follows: "The Company will not, without the consent of Salomon Brothers
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."
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. Skadden,
Arps, Slate, Meagher & Flom LLP is counsel to the Underwriters.
Please accept this offer no later than 9:00 p.m. on May 11, 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:
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"We hereby accept your offer, set forth in the Terms Agreement,
dated May 11, 1998, to purchase the Securities on the terms set forth therein."
Very truly yours,
SALOMON BROTHERS INC
ABN AMRO INCORPORATED
BANCAMERICA ROBERTSON STEPHENS
BANC ONE CAPITAL MARKETS, INC.
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
FIRST UNION CAPITAL MARKETS,
A DIVISION OF WHEAT FIRST
SECURITIES, INC.
HSBC SECURITIES, INC.
LEHMAN BROTHERS INC.
By SALOMON BROTHERS INC
By:/s/Jane Wiest
----------------------------------
Name: Jane Wiest
Title: Vice President
ACCEPTED:
SALOMON SMITH BARNEY HOLDINGS INC.
By:/s/Charles W. Scharf
-------------------------------
Name: Charles W. Scharf
Title: Chief Financial Officer
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Underwriters Principal Amount
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Salomon Brothers Inc $ 50,000,000
ABN AMRO Incorporated 50,000,000
BancAmerica Robertson Stephens 50,000,000
Banc One Capital Markets, Inc. 50,000,000
Bear, Stearns & Co. Inc. 50,000,000
Chase Securities Inc. 50,000,000
Citicorp Securities, Inc. 50,000,000
First Union Capital Markets,
a division of Wheat First Securities, Inc. 50,000,000
HSBC Securities, Inc. 50,000,000
Lehman Brothers Inc. 50,000,000
-----------
Total $500,000,000
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FORM OF NOTE EXHIBIT 4.01
------------
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE "DEPOSITARY")
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), 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.
REGISTERED
CUSIP NO. 79549BCL9
NO. ___ U.S. $__________
SALOMON SMITH BARNEY HOLDINGS INC.
6 1/4% NOTE DUE MAY 15, 2003
SALOMON SMITH BARNEY HOLDINGS INC. (formerly Salomon Inc), a
corporation duly organized and existing under the laws of Delaware (herein
called the "Company," which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to SPECIMEN, or registered assigns, the principal sum of Dollars
($ ) on May 15, 2003 and to pay interest thereon from May 14, 1998, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on May 15 and November 15 in each year,
commencing November 15, 1998, at the rate of 6 1/4% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the May 1
or November 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
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Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.
Payment of the principal of and interest on this Security will
be made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this
Security set forth after the Trustee's certificate of authentication, which
further provisions shall for all purposes have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: May 14, 1998
SALOMON SMITH BARNEY HOLDINGS INC.
By:____Specimen_________________________
Thomas W. Jasper
Treasurer
By:____Specimen_________________________
Stephanie B. Mudick
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:___________________________
Authorized Officer
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SALOMON SMITH BARNEY HOLDINGS INC.
6 1/4% NOTE DUE MAY 15, 2003
This Security is one of a duly authorized issue of Debt
Securities of the Company (herein called the "Securities"), issued and to be
issued under an Indenture dated as of January 18, 1994, as supplemented by the
First Supplemental Indenture dated as of November 28, 1997 (as so supplemented,
herein called the "Indenture"), between the Company and The Chase Manhattan Bank
(herein called 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 Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated as set forth above, limited in aggregate principal amount to
$500,000,000.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of all the Securities of
this series may be declared due and payable in the manner and with the effect
provided in the Indenture.
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 Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all
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 Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security 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 Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar, duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of a different authorized denomination, as
requested by the Holder surrendering the same.
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No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
---------------------------------------
The following abbreviations, when used in the inscription on
the first page of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations.
UNIF GIFT MIN ACT --
-----------------------------------
(Cust)
as Custodian for
-----------------------------------
(Minor)
under Uniform Gifts to Minors Act of
-----------------------------------
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
[Please Insert Social Security Number or Other Identifying Number of Assignee:]
- -------------------------------------------------------------------------------
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
the within Security of Salomon Smith Barney Holdings Inc. and does hereby
irrevocably constitute and appoint
- -------------------------------------------------------------------------------
Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated:
-------------------------
- ----------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the first page of the within Security in every particular, without
alteration or enlargement or any change whatever, and be guaranteed by the
endorser's bank or broker.
