Pricing Supplement No Euro H003 Dated 01/20/98 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 6 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: 25,000,000,000 Italian Lira(ITL)
Issue Price: 100.00%
Proceeds to Company on original issuance: ITL 25,000,000,000
Commission or Discount on original issuance: USD 24,850
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: 01/21/98
Stated Maturity: 01/21/2000
Specified Currency: ITL
(If other than U.S. Dollars)
Authorized Denominations: ITL 100,000,000
(If other than as set forth in the Prospectus Supplement)
Interest Payment Dates:
Accrue to Pay: |X| Yes | | No
Indexed Principal Note: | | Yes (See Attached) |X| No
Type of Interest on Note: | | Fixed Rate | | Floating Rate |X| Indexed Rate
(See Attached)
Interest Rate (Fixed Rate Notes): N/A
Initial Interest Rate (Floating Rate Notes): See attached
Base Rate: | | CD Rate | | Commercial Paper Rate | | Federal Funds Rate
|X| LIBOR Telerate | | LIBOR Reuters | | Treasury Rate
| | Treasury Rate Constant Maturity | | Other (See Attached)
Calculation Agent (If other than Citibank): | | Salomon Brothers
|X| Other (See Attached)
Computation of Interest: | | 30 over 360 | | Actual over Actual
|X| Actual over 360 | | Other (See Attached)
(If other than as set forth in the Prospectus Supplement)
Interest Reset Dates: See attached
Rate Determination Dates: See attached
(If other than as set forth in the Prospectus Supplement)
Index Maturity: 6 Month
Spread (+/-): + 95 bps
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.
Minimimum Interest Rate: 2.00%
Amortizing Note: | | Yes (See Attached) |X| No
Optional Redemption: | | Yes |X| No
Optional Redemption Dates:
Redemption Prices:
Redemption: | | In whole only and not in part | | May be in whole or in part
Optional Repayment: | | Yes |X| No
Optional Repayment Dates:
Optional Repayment Prices:
Discount Note: | | Yes |X| No
Total Amount of OID:
Yield to Maturity:
Listed on Luxembourg Stock Exchange: |X| Yes | | No
Common Code: 008342091
ISIN: XS0083420918
Cusip: 99315W9C7
Pricing Supplement No. Euro H003 dated January 20, 1998
(to Prospectus Supplement dated December 5, 1997
to Prospectus dated December 1, 1997)
DESCRIPTION OF THE NOTES
GENERAL
The description in this Pricing Supplement of the
particular terms of the Bearer Note offered hereby (the "Note")
supplements, and to the extent inconsistent therewith replaces,
the descriptions of the general terms and provisions of the
Bearer Notes set forth in the accompanying Prospectus and
Prospectus Supplement, to which descriptions reference is hereby
made. The Note offered hereby is an Indexed Rate Note, as
described under "Description of Bearer Notes" in the accompanying
Prospectus Supplement, to which description reference is hereby
made.
RISK FACTORS
The Note is an Indexed Rate Note. As explained more fully
below under "Interest--Indexed Interest", during the period from
January 21, 1999 to January 21, 2000, the interest rate on the
Note is linked to 6 Month ITL LIBOR (as defined below) and will
decline as the number of days in the period from January 21, 1999
to January 21, 2000 that 6 Month ITL LIBOR is above 4.80%, decreases
provided, however, that in no event will the interest
rate for such period be less than 2.00%. HOLDERS OF THE NOTE
SHOULD BE PREPARED NOT TO EARN MORE THAN 2.00% ON THEIR PRINCIPAL
DURING THE PERIOD FROM JANUARY 21, 1999 THROUGH JANUARY 21, 2000.
DEFINITIONS
"Business Day" means any day, other than a Saturday or a
Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in (i)
New York, New York, (ii) London, England or (iii) Milan, Italy.
"London Business Day" means any day, other than a Saturday
or a Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in
London, England.
"6 Month ITL LIBOR" for each relevant Interest Reset Period
will be determined by the Calculation Agent as follows:
(i) On the second London Business Day prior to the
Interest Reset Date for any such Interest Reset Period (a
"LIBOR Determination Date"), the Calculation Agent will
determine the offered rates for deposits in Italian Lire
for a period of six months commencing on such Interest
Reset Date, which appear at approximately 11:00 a.m.,
London time on such LIBOR Determination Date on the display
designated as page "3740" on the Dow Jones Markets Service
(or such other page as may replace page
<PAGE>
"3740" on such service or such other service as may be
nominated by the British Bankers' Association for the
purpose of displaying the London interbank offered rates of
major banks), and 6 Month ITL LIBOR for such Interest Reset
Period will be the relevant offered rate as determined by
the Calculation Agent.
(ii) If 6 Month ITL LIBOR cannot be determined as
above on such LIBOR Determination Date, the Calculation
Agent will request the principal London offices of each of
four major banks in the London interbank market selected by
the Calculation Agent to provide the Calculation Agent with
its offered quotations for deposits in Italian Lire for a
period of six months commencing on such Interest Reset
Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR
Determination Date and in a principal amount equal to an
amount of not less than U.S.$1,000,000 or the approximate
equivalent thereof in Italian Lire that is representative
of a single transaction in such market at such time. If at
least two such quotations are provided, "6 Month ITL LIBOR"
for such Interest Reset Period will be the arithmetic mean
of such quotations. If fewer than two such quotations are
provided, "6 Month ITL LIBOR" for such Interest Reset
Period will be the arithmetic mean of rates quoted by three
major banks in The City of New York selected by the
Calculation Agent at approximately 11:00 a.m., New York
City time, on such LIBOR Determination Date for loans in
Italian Lire to leading European banks for the period of
six months, commencing on such Interest Reset Date, and in
a principal amount equal to an amount of not less than
U.S.$1,000,000 or the approximate equivalent thereof in
Italian Lire that is representative of a single transaction
in such market at such time; provided, however, that if
fewer than three banks selected as aforesaid by such
Calculation Agent are quoting rates as mentioned in this
sentence, "6 Month ITL LIBOR" for such Interest Reset
Period will be the same as 6 Month ITL LIBOR for the
immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the Initial Interest
Rate).
The Calculation Agent will be Salomon Brothers International
Limited, which is a wholly-owned subsidiary of the Company.
Neither the Calculation Agent nor the Company will have any
responsibility for errors or omissions in making such
calculations or determinations. The Calculation Agent shall not
be an agent of the Holders of the Note, and its calculations and
determinations hereunder shall (except in the case of manifest
error) be final and binding on the Company and such Holders. The
Company shall not bear any liability for any mistake,
misstatement or misquotation of 6 Month LIBOR by the Dow Jones
Markets Service or any other publisher thereof.
INTEREST
INITIAL INTEREST PERIOD. For the period from the Original
Issue Date to but excluding July 21, 1998 (the "Initial Interest
Period"), the Note will bear interest each day at a rate equal to
6 Month ITL LIBOR determined as of the second London Business Day
prior to the Original Issue Date plus a spread of 95 basis
points), calculated on the basis of Actual over 360 and payable
on July 21, 1998 (or if such day is not a Business Day, the next
succeeding Business Day).
<PAGE>
FIRST INTEREST RESET PERIOD. For the period from July 21,
1998 (the "First Interest Reset Date") to but excluding January
21, 1999 (the "First Interest Period"), the Note will bear
interest each day at a rate equal to 6 Month ITL LIBOR determined
as of the second London Business Day prior to the First Interest
Reset Date plus a spread of 95 basis points), calculated on the
basis of Actual over 360 and payable on January 21, 1999 (or if
such day is not a Business Day, the next succeeding Business
Day).
INDEXED INTEREST. Thereafter, the Note will bear interest at
a rate calculated on the basis of Actual over 360 and determined
in accordance with the formula set out below and payable on July
21, 1999 and January 21, 2000 (or if any such day is not a
Business Day, the next succeeding Business Day).
IIA = FA times [Base Rate times N/360]
provided, however, that in no event
shall IIA be less than FA times 2.00%;
where
"IIA" means the Indexed Interest Amount payable on the Note
on the applicable Interest Payment Date.
"FA" means the Face Amount of the Note, as indicated on the
cover of this Pricing Supplement.
"Base Rate" means 6 Month ITL LIBOR plus a spread of 95
basis points, determined as of the second London Business Day
prior to (i) January 21, 1999 for the Interest Reset Period
commencing on such date or (ii) July 21, 1999 for the Interest
Reset Period commencing on such date.
"N" means,
(i) with respect to the Interest Reset Period commencing on
January 21, 1999, the number of days during the period from and
including January 21, 1999 through but excluding July 21, 1999
(the "First Determination Period") that 6 Month ITL LIBOR,
determined with respect to such day, or, (x) if such day is not a
Business Day, the immediately preceding Business Day and (y) if
such day is during the period beginning on the second London
Business Day prior to an Interest Payment Date and ending on such
Interest Payment Date, such second London Business Day, is at or
below 4.80% with respect to such day; and
(ii) with respect to the Interest Reset Period commencing
on July 21, 1999, the number of days during the period from and
including July 21,1999 through but excluding January 21, 2000
(the "Second Determination Period") that 6 Month ITL LIBOR,
determined with respect to such day, or, (x) if such day is not a
Business Day, the immediately preceding Business Day and (y) if
such day is during the period beginning on the second London
Business Day prior to an Interest Payment Date and ending on such
Interest Payment Date, such second London Business Day, is at or
below 4.80% with respect to such day;
There are 181 days in the First Determination Period and
184 days in the Second Determination Period, and "N" may
therefore be any number from 0 to and including 184.
<PAGE>
The Indexed Interest Amount payable in respect of the Note
will vary with 6 Month ITL LIBOR. In particular, if 6 Month ITL
LIBOR is above 4.80% on any day during the applicable
Determination Period, the Indexed Interest Amount payable in
respect of the Note for the applicable Interest Reset Period will
be less the amount payable on an instrument of an equal face
amount that pays interest at the rate of 6 Month ITL LIBOR plus a
spread of 95 basis points. Notwithstanding the above, the minimum
interest rate payable in respect of the Note during any such
Interest Reset Period shall be 2.00%. HOLDERS OF THE NOTE SHOULD
BE PREPARED NOT TO EARN MORE THAN 2.00% ON THEIR PRINCIPAL DURING
THE PERIOD FROM JANUARY 21, 1999 THROUGH JANUARY 21, 2000.
EVENTS OF DEFAULT AND ACCELERATION
In case of default in payment at the maturity date of the
Notes (whether at Stated Maturity or upon acceleration), from and
after the maturity date, the Notes shall bear interest, payable
upon demand of the Trustee, at the rate of 6.00% 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 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 January 20, 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.
1808.75 = $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
<PAGE>
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."
5
