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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) January 29, 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)
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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:
Exhibit No. Description
----------- -----------
1.01 Terms Agreement, dated January 29, 1998, among the Company and
Salomon Brothers Inc, ABN AMRO Chicago Corporation, Banc One
Capital Corporation, Bear, Stearns & Co. Inc. and NationsBanc
Montgomery Securities LLC, as Underwriters, relating to the
offer and sale of the Company's 6 1/8% Notes due January 15,
2003.
4.01 Form of Note for the Company's 6 1/8% Notes due January 15,
2003.
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: January 30, 1998 SALOMON SMITH BARNEY HOLDINGS INC.
By: /s/ Mark I. Kleinman
----------------------------
Mark I. Kleinman
Treasurer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.01 Terms Agreement, dated January 29, 1998, among the Company and
Salomon Brothers Inc, ABN AMRO Chicago Corporation, Banc One
Capital Corporation, Bear, Stearns & Co. Inc. and NationsBanc
Montgomery Securities LLC, as Underwriters, relating to the
offer and sale of the Company's 6 1/8% Notes due January 15,
2003.
4.01 Form of Note for the Company's 6 1/8% Notes due January 15,
2003.
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Exhibit 1.01
January 29, 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 $300,000,000 aggregate
principal amount of its 6-1/8% Notes due January 15, 2003 (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 99.105% of the
principal amount thereof. The Closing Date shall be February 3, 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:
Title: 6-1/8% Notes due January 15, 2003
Maturity: January 15, 2003
Interest Rate: 6-1/8% per annum
Interest Payment
Dates: January 15 and July 15, commencing July 15, 1998
Regular Record
Dates: January 1 and July 1
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Initial Price
To Public: 99.605% of the principal amount thereof plus
accrued interest from February 3, 1998, to date
of payment and delivery
Redemption
Provisions: The Securities are not redeemable by the
Company prior to maturity
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 Underwriters hereby agree that the
Securities will be in the form of Book-Entry Notes and shall be delivered
on February 3, 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
2
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the Basic Provisions to a Registration Statement shall be deemed a
reference to such Registration Statements on Form S-3.
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 January 29, 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:
3
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"We hereby accept your offer, set forth in the Terms Agreement, dated
January 29, 1998, to purchase the Securities on the terms set forth therein."
Very truly yours,
SALOMON BROTHERS INC
ABN AMRO CHICAGO CORPORATION
BANC ONE CAPITAL CORPORATION
BEAR, STEARNS & CO. INC.
NATIONSBANC MONTGOMERY
SECURITIES LLC
By SALOMON BROTHERS INC
By: /s/ Suni P. Harford
-----------------------------
Name: Suni P. Harford
Title: Vice President
ACCEPTED:
SALOMON SMITH BARNEY HOLDINGS INC.
By: /s/ Mark I. Kleinman
-----------------------
Name: Mark I. Kleinman
Title: Deputy Treasurer
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<TABLE>
<CAPTION>
Underwriters Principal Amount
- ------------ ----------------
<S> <C>
Salomon Brothers Inc $ 60,000,000
ABN AMRO Chicago Corporation 60,000,000
Banc One Capital Corporation 60,000,000
Bear, Stearns & Co. Inc. 60,000,000
NationsBanc Montgomery Securities LLC 60,000,000
------------
Total $300,000,000
</TABLE>
5
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FORM OF NOTE EXHIBIT 4.01
LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE "DEPOSITARY")
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 79549B CK 1
NO. ____ U.S.$__________
SALOMON SMITH BARNEY HOLDINGS INC.
6 1/8% NOTE DUE JANUARY 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 _______________________
- ---------
($_________________) on January 15, 2003 and to pay interest thereon from
February 3, 1998, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on January 15 and
July 15 in each year, commencing July 15, 1998, at the rate of 6 1/8% 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 January 1 or July 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 Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10
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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: February 3, 1998
SALOMON SMITH BARNEY HOLDINGS INC.
By: Specimen
-----------------------
Charles W. Scharf
Chief Financial Officer
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.
CITIBANK, N.A., as Trustee
By:___________________________
Authorized Signatory
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SALOMON SMITH BARNEY HOLDINGS INC.
6 1/8% NOTE DUE JANUARY 15, 2003
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued under an
Indenture dated as of December 1, 1988, as supplemented by the First
Supplemental Indenture dated as of September 7, 1990, the Second Supplemental
Indenture dated as of June 12, 1991, the Third Supplemental Indenture dated as
of July 1, 1992, the Fourth Supplemental Indenture dated as of October 29, 1992,
the Fifth Supplemental Indenture dated as of December 14, 1993, the Sixth
Supplemental Indenture dated as of December 29, 1994, the Seventh Supplemental
Indenture dated as of February 1, 1996, the Eighth Supplemental Indenture dated
as of May 8, 1996, the Ninth Supplemental Indenture dated as of November 22,
1996 and the Tenth Supplemental Indenture dated as of November 28, 1997 (as so
supplemented, herein called the "Indenture"), between the Company and Citibank,
N.A. (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
$300,000,000.
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
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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.
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.
