Pricing Supplement No Euro H005 Dated 04/01/98 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: 50,000,000,000 Italian Lira(ITL)
Issue Price: 100.00%
Proceeds to Company on original issuance: ITL 50,000,000,000
Commission or Discount on original issuance: USD 97,222
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: 04/02/98
Stated Maturity: 04/02/2003
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: 2nd of April and October, commencing October 2, 1998.
Accrue to Pay: | | Yes |X| 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): 7.00%
Base Rate: | | CD Rate | | Commercial Paper Rate | | Federal Funds Rate
| | LIBOR Telerate | | LIBOR Reuters | | Treasury Rate
| | Treasury Rate Constant Maturity |X| Other (See Attached)
Calculation Agent (If other than Citibank): | | Salomon Brothers
|X| Other (See Attached)
Computation of Interest: |X| 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: 2nd of April and October, commencing April 2, 2000.
Rate Determination Dates: See attached
(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: |X| Yes (See Attached) | | No
Maximum Interest Rate: N.A.
Minimimum Interest Rate: 0.00%
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: 008549885
ISIN: XS0085498854
Cusip: 99315W9U7
Pricing Supplement No. Euro H005 dated April 1, 1998
(to Prospectus dated December 1, 1997 and
Prospectus Supplement dated December 5, 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 each Interest
Reset Period during the period from April 2, 2000 to Stated
Maturity, the rate of interest payable on the Note is linked to
the amount (if any) by which 3 Month ITL LIBOR exceeds 3 Month
GBP LIBOR (each as defined below) for the relevant Interest Reset
Period and will decline as the difference between the two LIBOR
rates decreases (and will decline further if 3 Month GBP LIBOR
exceeds 3 Month ITL LIBOR), provided, however, that in no event
will the interest rate for any such period be less than 0.00%.
HOLDERS OF THE NOTE SHOULD BE PREPARED NOT TO EARN ANY INTEREST
ON THEIR PRINCIPAL DURING THE PERIOD FROM APRIL 2, 2000 THROUGH
STATED MATURITY.
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.
"3 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 Lira
for a period of three 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
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"3740" on the Dow Jones Markets Service (or such other page
or service as may replace such page or service for the purpose
of displaying the London interbank offered rates of major banks),
and 3 Month ITL LIBOR for such Interest Reset Period will be the
relevant offered rate as determined by the Calculation Agent.
(ii) If 3 Month ITL LIBOR cannot be determined as
above on such LIBOR Determination Date and the
circumstances set forth in clause (iii) below do not apply,
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 three 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 Lira that is
representative of a single transaction in such market at
such time. If at least two such quotations are provided, "3
Month ITL LIBOR" for such Interest Reset Period will be the
arithmetic mean of such quotations. If fewer than two such
quotations are provided, "3 Month ITL LIBOR" for such
Interest Reset Period will be the arithmetic mean of rates
quoted by three major banks in Milan, Italy selected by the
Calculation Agent at approximately 11:00 a.m., London time,
on such LIBOR Determination Date for loans in Italian Lira to
leading European banks for the period of three 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 Lira 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, "3 Month ITL LIBOR" for such Interest Reset
Period will be the same as 3 Month ITL LIBOR for the
immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the Initial Interest
Rate).
(iii) If, however, the Calculation Agent determines
that none of the quotations referred to in clauses (i) or
(ii) above are available on the relevant LIBOR
Determination Date as a result of Stage III of the European
Economic and Monetary Union and/or the replacement of the
Italian Lira by the Euro or any other composite currency,
then "3 Month ITL LIBOR" for the relevant Interest Reset
Period will be calculated by the Calculation Agent on the
basis of the interest rate (the "Replacement ITL Rate")
selected by the International Securities Dealer Association
("ISDA") as the replacement for "3 Month ITL LIBOR" and in
the manner prescribed by ISDA. Although the Calculation
Agent anticipates that any such Replacement ITL Rate would
be based on offered rates for deposits in Euro for a period
of three months, no assurance can be given that this would
be the case.
"3 Month GBP LIBOR" for each relevant Interest Reset Period
will be determined by the Calculation Agent as follows:
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(i) On the LIBOR Determination Date for any Interest
Reset Period, the Calculation Agent will determine the
offered rates for deposits in Pounds Sterling for a period
of three 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 "3750" on the Dow Jones Markets Service (or such other
page as may replace page "3750" 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 3 Month GBP
LIBOR for such Interest Reset Period will be the relevant
offered rate as determined by the Calculation Agent.
(ii) If 3 Month GBP LIBOR cannot be determined as
above on such LIBOR Determination Date and the
circumstances set forth in clause (iii) below do not apply,
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 Pounds Sterling for a period of three 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 Pounds Sterling that is
representative of a single transaction in such market at
such time. If at least two such quotations are provided, "3
Month GBP LIBOR" for such Interest Reset Period will be the
arithmetic mean of such quotations. If fewer than two such
quotations are provided, "3 Month GBP LIBOR" for such
Interest Reset Period will be the arithmetic mean of rates
quoted by three major banks in London selected by the Calculation
Agent at approximately 11:00 a.m., London time, on such LIBOR
Determination Date for loans in Pounds Sterling to leading European
banks for the period of three 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 Pounds Sterling 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, "3 Month GBP LIBOR" for such
Interest Reset Period will be the same as 3 Month GBP LIBOR
for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the Initial
Interest Rate).
(iii) If, however, the Calculation Agent determines
that none of the quotations referred to in clauses (i) or
(ii) above are available on the relevant LIBOR
Determination Date as a result of Stage III of the European
Economic and Monetary Union and/or the replacement of the
Pound Sterling by the Euro or any other composite currency,
then "3 Month GBP LIBOR" for the relevant Interest Reset
Period will be calculated by the Calculation Agent on the basis
of the interest rate (the "Replacement GBP Rate") selected by ISDA
as the replacement for "3 Month GBP LIBOR" and in the manner
prescribed by ISDA. Although the Calculation Agent anticipates that
any such Replacement GBP Rate would be based on offered rates
for deposits in Euro for a period of three months, no
assurance can be given that this would be the case.
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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 3 Month ITL LIBOR or 3 Month GBP
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 April 2, 2000 (the "Initial Interest
Period"), the Note will bear interest each day at a fixed rate of
interest equal to 7.00% per annum, calculated on the basis of 30
over 360 and payable on the 2nd of April and October (or if any
such date is not a Business Day, the next succeeding Business
Day), with the first such Interest Payment Date being October 2,
1998 and the last such Interest Payment Date with respect to the
Initial Interest Period being April 2, 2000.
Indexed Interest. From and including April 2, 2000, the Note
will bear interest at a rate determined in accordance with the formula
set out below, calculated on the basis of 30 over 360 and payable on the
2nd of April and October (or if any such date is not a Business Day, the
next succeeding Business Day), with the first such Interest
Payment Date being October 2, 2000 and the last such Interest
Payment Date being the date of Stated Maturity.
IIA = FA times [0.0520 plus (Base Rate times 2)]
provided, however, that in no event shall
IIA be less than zero; 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 3 Month ITL LIBOR minus 3 Month GBP
LIBOR, each determined as of the LIBOR Determination Date with
respect to relevant Interest Reset Period.
The Indexed Interest Amount payable in respect of the Note
for any Interest Reset Period will vary with the amount (if any)
by which 3 Month ITL LIBOR exceeds 3 Month GBP LIBOR with respect
to such period. In particular, the rate of interest payable in
respect of the Note for any applicable Interest Reset Period will
be less than 5.20% if 3 Month GBP LIBOR exceeds 3 Month ITL LIBOR
by any amount on the relevant LIBOR Determination Date, will be
ZERO if 3 Month GBP LIBOR exceeds 3 Month ITL LIBOR by 260 or
more basis points on such LIBOR Determination Date, and will only
be greater than 5.20% if 3 Month ITL LIBOR exceeds 3 Month GBP
LIBOR on such LIBOR Determination Date. Notwithstanding the
above, the minimum interest rate payable in respect of the Note
during any such Interest Reset Period shall
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be 0.00%. HOLDERS OF THE NOTE SHOULD BE PREPARED NOT TO EARN ANY
INTEREST ON THEIR PRINCIPAL DURING THE PERIOD FROM APRIL 2, 2000
THROUGH STATED MATURITY.
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 6.20% 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 March 30, 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.
1820.60 = $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":
The Notes will be treated by the Company as debt
instruments that provide for contingent payments for U.S. Federal
income tax purposes. Under U.S. Treasury regulations relating to
such debt instruments, 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".
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