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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SALOMON SMITH BARNEY HOLDINGS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 22-1660266
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
388 Greenwich Street,
New York, New York 10013
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. |X| check the following box. |_|
Securities Act registration statement file number to which this form relates:
333-38931 (IF APPLICABLE)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
<S> <C>
0.25% Cash Exchangeable Notes Linked to a American Stock Exchange
Basket of Telecommunications Stocks
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the securities to be registered hereunder,
reference is made to the information under the heading "Description of Debt
Securities" on pages 7 through 15 of the Registrant's Prospectus, dated December
1, 1997 (Registration No. 333-38931) (the "Prospectus"), as supplemented by the
information under the heading "Description of Registered Notes" on pages S-2
through S-21 of the Registrant's Prospectus Supplement relating to Medium-Term
Notes, Series H and Series I, dated December 5, 1997 (the "Prospectus
Supplement") which information is incorporated herein by reference and made part
of this Registration Statement in its entirety, as well as to the additional
information set forth below. The description of the Notes contained in the
Pricing Supplement to be filed pursuant to Rule 424(b), which will contain the
final terms of the Notes, is deemed to be incorporated herein by reference and
made part of this Registration Statement in its entirety.
The description below of the particular terms of the 0.25% Cash
Exchangeable Notes Linked to a Basket of Telecommunications Stocks offered
hereby (the "Notes") supplements, and to the extent inconsistent therewith
replaces, the descriptions of the general terms and provisions of the Registered
Notes set forth in the Prospectus and Prospectus Supplement, to which
descriptions reference is hereby made. See "Definitions" below for the
definition of certain terms used herein. Terms used but not defined herein have
the meanings given to them in the Prospectus or the Prospectus Supplement.
<TABLE>
GENERAL INFORMATION
<S> <C>
Principal Amount or Face Amount: $35,220,000
Issue Price: 100%
Proceeds to Company on original issuance: $35,220,000
Commission or Discount on original issuance None
Salomon Smith Barney Inc.'s capacity
on original issuance: | | As agent |X| As principal
</TABLE>
If as principal:
| | The Registered Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
|X| The Registered Notes are being offered at a fixed initial public offering
price of 100% of Principal Amount or Face Amount.
Original Issue Date: June 15, 1999
Stated Maturity: June 15, 2006
Specified Currency:
(If other than U.S. Dollars)
Authorized Denominations:
(If other than as set forth in
the Prospectus Supplement)
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Trustee: The Bank of New York, under an indenture dated as of October 27,
1993, as amended from time to time. Section numbers in the Bank of
New York Senior Debt Indenture take the form "1.01", "2.01" and so
forth, rather than "101", "201" and so forth. Section references in
the accompanying Prospectus and Prospectus Supplement should be read
accordingly.
COMPUTATION AND PAYMENT OF INTEREST AND PRINCIPAL
Interest Payment Dates: 15th of June and December
<TABLE>
<S> <C> <C>
First interest payment date is December 15, 1999
Accrue to Pay: | | Yes |X| No
Indexed Principal Note: | | Yes |X| No
</TABLE>
<TABLE>
<S> <C> <C> <C>
Type of Interest on Note: |X| Fixed Rate | | Floating Rate | | Indexed Rate
</TABLE>
<TABLE>
<S> <C>
Interest Rate (Fixed Rate Notes): 0.25%
Initial Interest Rate (Floating Rate Notes): N.A.
</TABLE>
<TABLE>
<S> <C> <C> <C>
Base Rate: | | CD Rate | | Commercial Paper Rate | | Federal Funds Rate
| | LIBOR Telerate | | LIBOR Reuters | | Treasury Rate
| | Treasury Rate Constant Maturity | | Other (See Attached)
</TABLE>
<TABLE>
<S> <C> <C>
Calculation Agent (If other than Citibank): |X| Salomon Smith Barney Inc.
| | Other (See Attached)
Computation of Interest: | | 30 over 360 | | Actual over Actual
(If other than as set forth in the | | Actual over 360 | | Other (See Attached)
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 |X| No
Maximum Interest Rate: N.A.
Minimum Interest Rate: N.A.
AMORTIZATION
Amortizing Note: | | Yes |X| No
REDEMPTION, REPAYMENT, ORIGINAL ISSUE DISCOUNT
Optional Redemption: |X| Yes | | No
Optional Redemption Dates: See attached.
Redemption Prices: See attached.
Redemption: |X| In whole only and not in part | | May be in whole
or in part
</TABLE>
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<TABLE>
<S> <C> <C>
Optional Repayment: |X| Yes | | No
Optional Repayment Dates: See attached.
Optional Repayment Prices: See attached.
Discount Note: | | Yes |X| No
Total Amount of OID:
Yield to Maturity:
LISTING, SECURITIES IDENTIFICATION INFORMATION
Listed on American Stock Exchange, subject to official notice of
issuance: |X| Yes | | No
</TABLE>
EXCHANGE RIGHT
On any Exchange Date, by following the procedures described under
"Description of Registered Notes -- Optional Redemption, Repayment and
Repurchase" in the Prospectus Supplement (but without regard to the timing
requirements set forth therein), a holder will have the right to exchange (the
"Exchange Right") each $1,000 principal amount of Notes that the holder then
holds for an amount in cash equal to the Exchange Amount. The Company will make
this payment three Business Days after the Exchange Date, as long as the Trustee
has received delivery of the Notes on the Exchange Date.
The Company will not pay accrued and unpaid interest on Notes that a
holder exchanges under its Exchange Right. Notwithstanding the foregoing, the
Company will pay a holder accrued interest up to and including the earlier of
the Exchange Date and June 15, 2001, if:
- The holder exercises its Exchange Right after the Company calls the
Notes for mandatory redemption for cash in an amount per $1,000
principal amount of Notes equal to the Exchange Amount, and
- the Company Notice Date is on or before June 15, 2001, and
- the Call Date is on or after June 16, 2001.
If a holder exchanges its Notes after a record date for the payment of
interest but before the Interest Payment Date relating to that record date, the
Company will subtract from the Exchange Amount a cash amount equal to the
interest payable on that Interest Payment Date on the principal amount they
exchange. The Company will retain this amount and the holder will not be
entitled to receive it.
CALL RIGHT
On or after June 16, 2001, upon not less than 30 nor more than 60 days'
notice to holders of the Notes in the manner described below, the Company may
call the Notes (the "Call Right"), in whole and not in part, for mandatory
redemption for cash in an amount per Note equal to:
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- the Exchange Amount, if Parity on the Trading Day immediately
preceding the Company Notice Date, as determined by the Calculation
Agent, is greater than the Call Price, or
- the Call Price, if Parity on the Trading Day immediately preceding
the Company Notice Date, as determined by the Calculation Agent, is
less than or equal to the Call Price.
Once the Company calls the Notes, unless a holder has already exercised
its Exchange Right, the Company will pay to each holder the Call Price or the
Exchange Amount, as the case may be:
- on the Call Date specified in the notice of mandatory redemption, if
the Company pays holders the Call Price, or
- three Business Days after the Call Date, if the Company pays holders
the cash amount equal to the Exchange Amount.
The Company will not pay accrued but unpaid interest on the Notes if
the Company calls them for mandatory redemption at the Exchange Amount. The
Company will pay accrued and unpaid interest up to and including the Call Date
on the Notes if the Company calls them for mandatory redemption at the Call
Price. Notwithstanding the foregoing, if the Call Date for a redemption at the
Call Price falls after a record date for the payment of interest but before the
Interest Payment Date, the Company will subtract from the Call Price a cash
amount equal to the difference between (1) the total interest payment that would
have been payable on that Interest Payment Date had the Notes not been redeemed
and (2) the amount of accrued interest payable to holders through the Call Date.
The Company will retain this amount and holders will not be entitled to receive
it.
On or after the Company Notice Date, holders will continue to be
entitled to exercise their Exchange Right, unless the Company has called the
Notes for redemption at the Call Price.
Notices to holders of the Notes will be published in a leading daily
newspaper in The City of New York, which is expected to be The Wall Street
Journal. Notwithstanding the foregoing, so long as the Notes are represented by
Global Securities and such Notes are held on behalf of the Depositary, any such
notice may, at the Company's option in lieu of publication, be given by delivery
to the Depositary, in which event such notice shall be deemed to have been given
to holders of the Notes on the seventh Trading Day after the day on which such
notice is delivered.
THE BASKET
The "Basket" is comprised of the following five stocks or ADRs
(together, the "Underlying Securities") as weighted below based on their Closing
Prices on May 28, 1999 (to achieve a Basket value of $100 on that date):
5
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<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Underlying Security (Ticker Initial Percent Basket Composition
Symbol/ of Basket Ratio
Underlying Issuer Listing/Stock or ADR)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lucent Technologies Inc. LU (NYSE, stock) 35% 0.615385
- ---------------------------------------------------------------------------------------------------------------------------------
Nokia Corporation NOK (NYSE, ADR) 15% 0.211268
- ---------------------------------------------------------------------------------------------------------------------------------
LM Ericsson Telephone Company ERICY (Nasdaq, ADR) 15% 0.556845
- ---------------------------------------------------------------------------------------------------------------------------------
Nortel Networks Corporation NT (NYSE, stock) 15% 0.200000
- ---------------------------------------------------------------------------------------------------------------------------------
Tellabs Inc. TLAB (Nasdaq, stock) 20% 0.341880
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The value of the Basket on any Trading Day will equal the sum of the
products of each Underlying Security's Closing Price by that Underlying
Security's Basket Composition Ratio. The Basket Composition Ratios are subject
to adjustment for certain corporate events. See " -- Adjustments to Basket
Composition Ratios; Reorganization Events" below.
DEFINITIONS
"Call Date" means the date, from and including June 16, 2001, specified
in the notice of mandatory redemption, which must be not less than 30 nor more
than 60 days after the Company Notice Date.
"Call Price" means $1,000 for each $1,000 principal amount of Notes.
"Closing Price" means, with respect to any security on any date of
determination, the closing sale price (or, if no closing price is reported, the
last reported sale price) of the security:
- on the New York Stock Exchange ("NYSE") or any successor
exchange on that date, or
- if the security is not listed for trading on the NYSE on that
date, as reported on the Nasdaq National Market of the Nasdaq
Stock Market, Inc., or
- if the security is not listed for trading on the NYSE or
quoted on the Nasdaq National Market on that date, as reported
in the composite transactions for the principal United States
securities exchange on which the security is listed, or
- if the security is not listed on any such exchange or quoted
on the Nasdaq National Market, the last quoted bid price for
the security in the over-the-counter market as reported by
Nasdaq, the National Quotation Bureau or similar organization,
or
- if this bid price in unavailable, the market value of the
security on that date determined by a nationally recognized
independent investment banking firm, which may be the
Calculation Agent, retained for this purpose by the Company.
In the event that an Underlying Security in the form of an ADR is delisted from
the NYSE or the Nasdaq National Market, as the case may be, or the related
American Depositary Receipt program is terminated, the Calculation Agent will
determine the Closing Price of the Underlying Security based on the closing
price of the security represented by that ADR on its primary international
exchange, making any adjustments it deems appropriate in its sole discretion,
including adjustments relating to exchange rates and the number of shares
represented by each ADR.
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"Company Notice Date" means any Trading Day, from and including April
17, 2001, on which the Company is entitled to give notice to call the Notes for
mandatory redemption and on which the Company issues the notice of mandatory
redemption.
"Exchange Amount" means the product of the Exchange Ratio and the value
of the Basket on, in the case of a holder's Exchange Right, the applicable
Exchange Date or, in the case of the Company's Call Right, the Call Date, in
each case as calculated by the Calculation Agent.
"Exchange Date" means any Trading Day from and including July 28, 1999
through and including the Trading Day prior to the earliest of (1) maturity, (2)
the Call Date, and (3) if the Company calls the Notes for cash at the Call
Price, as described under " -- Early Redemption", the Company Notice Date.
"Exchange Ratio" means 8.8496.
"Parity" with respect to any Trading Day means the Exchange Ratio times
the value of the Basket on that Trading Day, as determined by the Calculation
Agent.
A "Trading Day" means a day on which trading is generally conducted in
the Nasdaq National Market and on the NYSE, as determined by the Calculation
Agent, and on which a Market Disruption Event has not occurred.
ADJUSTMENTS TO BASKET COMPOSITION RATIOS; REORGANIZATION EVENTS
The Basket Composition Ratios will be subject to adjustment from time
to time in certain situations. Any such adjustments could have an impact on the
Exchange Amount. The Company will be responsible for the effectuation and
calculation of any adjustment described herein and will furnish the Indenture
trustee with notice of any such adjustment. In the case of Underlying Securities
that are ADRs, (1) the Company may in its sole discretion make any adjustment to
reflect transactions that affect either the ADRs or the securities represented
by the ADRs, and (2) for purposes of this section, the term "Underlying
Security", as applied to an Underlying Security that is an ADR, includes the
number of securities represented by the ADR.
If any Underlying Issuer, after the closing date of the offering
contemplated hereby,
(1) pays a stock dividend or makes a distribution with respect to that
issuer's Underlying Security in shares of such security,
(2) subdivides or splits that issuer's outstanding Underlying
Securities into a greater number of securities,
(3) combines that issuer's outstanding Underlying Securities into a
smaller number of securities, or
(4) issues by reclassification of that issuer's Underlying Securities
any shares of other common stock or ADRs, as the case may be, of the Underlying
Issuer,
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then, in each such case, the Underlying Security's Basket Composition Ratio will
be multiplied by a dilution adjustment equal to the number of shares or ADRs of
that issuer's Underlying Security, or in the case of a reclassification referred
to in (4) above, the number of shares of other common stock or ADRs, as the case
may be, of the Underlying Issuer, issued pursuant thereto, or the fraction
thereof, that a holder who held one of that issuer's Underlying Security
immediately prior to such event would be entitled solely by reason of such event
to hold immediately after such event.
If any Underlying Issuer, after the closing date, issues, or declares a
record date in respect of an issuance of, rights or warrants to all holders of
that issuer's Underlying Securities entitling them to subscribe for or purchase
the Underlying Securities at a price less than the Then-Current Market Price of
one Underlying Security other than rights to purchase Underlying Securities
pursuant to a plan for the reinvestment of dividends or interest, then, in each
such case, the Basket Composition Ratio for that Underlying Security will be
multiplied by a dilution adjustment equal to a fraction, the numerator of which
will be the number of that issuer's Underlying Securities outstanding
immediately prior to the time the adjustment is effected by reason of the
issuance of such rights or warrants, plus the number of additional Underlying
Securities of that issuer offered for subscription or purchase pursuant to such
rights or warrants, and the denominator of which will be the number of that
issuer's Underlying Securities outstanding immediately prior to the time the
adjustment is effected, plus the number of additional Underlying Securities of
that issuer which the aggregate offering price of the total number of that
issuer's Underlying Securities so offered for subscription or purchase pursuant
to such rights or warrants would purchase at the Then-Current Market Price,
which will be determined by multiplying the total number of Underlying
Securities so offered for subscription or purchase by the exercise price of such
rights or warrants and dividing the product so obtained by such Then-Current
Market Price. To the extent that, after the expiration of such rights or
warrants, that issuer's Underlying Securities offered thereby have not been
delivered, the Basket Composition Ratio for the Underlying Security will be
further adjusted to equal the Basket Composition Ratio which would have been in
effect had such adjustment for the issuance of such rights or warrants been made
upon the basis of delivery of only the number of Underlying Securities actually
delivered.
If any Underlying Issuer, after the closing date, declares or pays a
dividend or makes a distribution to all holders of its Underlying Securities, in
either case, of evidences of its indebtedness or other non-cash assets,
excluding any dividends or distributions referred to above, or issues to all
holders of its Underlying Securities rights or warrants to subscribe for or
purchase any of its securities other than rights or warrants referred to above,
then, in each such case, the Basket Composition Ratio for that issuer's
Underlying Security will be multiplied by a dilution adjustment equal to a
fraction, the numerator of which will be the Then-Current Market Price of the
Underlying Security, and the denominator of which will be such Then-Current
Market Price less the fair market value (as determined by a nationally
recognized independent investment banking firm retained for this purpose by the
Company, whose determination will be final) as of the time the adjustment is
effected of the portion of the assets, evidences of indebtedness, rights or
warrants so distributed or issued applicable to one Underlying Security.
Notwithstanding the foregoing, in the event that, with respect to any dividend
or distribution to which this paragraph would otherwise apply, the denominator
in the fraction referred to in the above formula is less than $1.00 or is a
negative number, then the Company may, at its option, elect to have the
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adjustment provided by this paragraph not be made and in lieu of such
adjustment, on the maturity date, the holders of the Notes will be entitled to
receive an additional amount of cash equal to the product of the number of Notes
held by such holder multiplied by the fair market value of such indebtedness,
assets, rights or warrants (determined, as of the date such dividend or
distribution is made, by a nationally recognized independent investment banking
firm retained for this purpose by the Company, whose determination will be
final) so distributed or issued applicable to one Underlying Security of that
issuer.
If, after the closing date, any Underlying Issuer declares a record
date in respect of a distribution of cash, other than any permitted dividends
described below, any cash distributed in consideration of fractional shares of
that issuer's Underlying Securities and any cash distributed in a Reorganization
Event, by dividend or otherwise, to all holders of that issuer's Underlying
Securities, or makes an excess purchase payment, then the Basket Composition
Ratio for the Underlying Security will be multiplied by a dilution adjustment
equal to a fraction, the numerator of which will be the Then-Current Market
Price of the Underlying Security on such record date, and the denominator of
which will be such Then-Current Market Price less the amount of such
distribution applicable to one Underlying Security which would not be a
permitted dividend, or, in the case of an excess purchase payment, less the
aggregate amount of such excess purchase payment for which adjustment is being
made at such time divided by the number of Underlying Securities outstanding on
such record date.
For purposes of these adjustments, a permitted dividend is any
quarterly cash dividend in respect of an Underlying Security, other than a
quarterly cash dividend that exceeds the immediately preceding quarterly cash
dividend, and then only to the extent that the per share amount of such dividend
results in an annualized dividend yield on the Underlying Security in excess of
10%. An excess purchase payment is the excess, if any, of (x) the cash and the
value (as determined by a nationally recognized independent investment banking
firm retained for this purpose by the Company, whose determination will be
final) of all other consideration paid by the Underlying Issuer with respect to
one of that issuer's Underlying Security acquired in a tender offer or exchange
offer by the Underlying Issuer, over (y) the Then-Current Market Price of the
Underlying Security. Notwithstanding the foregoing, in the event that, with
respect to any dividend or distribution or excess purchase payment to which this
paragraph would otherwise apply, the denominator in the fraction referred to in
the formula in the preceding paragraph is less than $1.00 or is a negative
number, then the Company may, at its option, elect to have the adjustment
provided by this paragraph not be made and in lieu of such adjustment, on the
maturity date, the holders of the Notes will be entitled to receive an
additional amount of cash equal to the product of the number of Notes held by
such holder multiplied by the sum of the amount of cash plus the fair market
value of such other consideration (determined, as of the date such dividend or
distribution is made, by a nationally recognized independent investment banking
firm retained for this purpose by the Company, whose determination will be
final) so distributed or applied to the acquisition of the Underlying Security
in such a tender offer or exchange offer applicable to one Underlying Security.
Each dilution adjustment shall be effected as follows:
- - in the case of any dividend, distribution or issuance, at the opening of
business on the Business Day next following the record date for determination
of holders of the applicable
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Underlying Securities entitled to receive such dividend, distribution or
issuance or, if the announcement of any such dividend, distribution, or
issuance is after such record date, at the time such dividend, distribution or
issuance shall be announced by the Underlying Issuer;
- - in the case of any subdivision, split, combination or reclassification, on the
effective date of such transaction;
- - in the case of any excess purchase payment for which the Underlying Issuer
announces, at or prior to the time it commences the relevant share repurchase,
the repurchase price per share for shares proposed to be repurchased, on the
date of such announcement; and
- - in the case of any other excess purchase payment on the date that the holders
of the repurchased shares become entitled to payment in respect thereof.
All dilution adjustments will be rounded upward or downward to the
nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower
1/10,000th. No adjustment to any Basket Composition Ratio will be required
unless such adjustment would require an increase or decrease of at least one
percent therein, provided, however, that any adjustments which by reason of this
sentence are not required to be made will be carried forward and taken into
account in any subsequent adjustment. If any announcement or declaration of a
record date in respect of a dividend, distribution, issuance or repurchase
requiring an adjustment as described herein is subsequently canceled by the
Underlying Issuer, or such dividend, distribution, issuance or repurchase fails
to receive requisite approvals or fails to occur for any other reason, then,
upon such cancellation, failure of approval or failure to occur, the Basket
Composition Ratio will be further adjusted to the Basket Composition Ratio which
would then have been in effect had adjustment for such event not been made. If a
Reorganization Event occurs after the occurrence of one or more events requiring
an adjustment as described herein, the dilution adjustments previously applied
to the Basket Composition Ratio in respect of such events will not be rescinded
but will be applied to the new Basket Composition Ratio provided for below.
"Then-Current Market Price" of any Underlying Security, for the purpose
of applying any dilution adjustment, means the Closing Price of one Underlying
Security for the trading day immediately prior to the time such adjustment is
effected or, in the case of an adjustment effected at the opening of business on
the Business Day next following a record date, immediately prior to the earlier
of the time such adjustment is effected and the related ex-date. The "ex-date"
with respect to any dividend, distribution or issuance is the first date on
which the Underlying Security trades regular way on its principal U.S. market
without the right to receive such dividend, distribution or issuance.
For purposes of this section, "trading day" as to any Underlying
Security means a day on which that Underlying Security (A) is not suspended from
trading on any national or regional securities exchange, securities market or
association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary U.S.
market for the trading of such security.
In the event of any of the following "Reorganization Events":
- any consolidation or merger of an Underlying Issuer, or any surviving
entity or subsequent surviving entity of an Underlying Issuer, with
or into another entity, other
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than a merger or consolidation in which the Underlying Issuer is the
continuing corporation and in which that issuer's Underlying
Securities outstanding immediately prior to the merger or
consolidation are not exchanged for cash, securities or other
property of the Underlying Issuer or another issuer,
- any sale, transfer, lease or conveyance to another corporation of the
property of an Underlying Issuer or any successor as an entirety or
substantially as an entirety,
- any statutory exchange of securities of an Underlying Issuer or any
successor of an Underlying Issuer with another issuer, other than in
connection with a merger or acquisition, or
- any liquidation, dissolution or winding up of an Underlying Issuer or
any successor of an Underlying Issuer,
the value of the Basket, upon a call by the Company for mandatory exchange into
cash in an amount per $1,000 principal amount of Notes equal to the Exchange
Amount or upon exchange at the option of the holder, will be calculated with
respect to that issuer's Underlying Security by multiplying the Basket
Composition Ratio for that Underlying Security by the Transaction Value (rather
than the Closing Price of that Underlying Security), provided that for purposes
of determining whether Parity on the trading day preceding the Company Notice
Date is less than the Call Price, the value of the Basket will be calculated
with respect to that issuer's Underlying Security by multiplying the
then-existing Basket Composition Ratio for that Underlying Security by the
Transaction Value. At such time, no adjustment will be made to the Basket
Composition Ratio of the Underlying Securities.
"Transaction Value" means the sum of:
1. for any cash received in a Reorganization Event, the amount of
cash received per Underlying Security;
2. for any property other than cash or Marketable Securities
received in a Reorganization Event, an amount equal to the
market value on the date the Reorganization Event is
consummated of such property received per Underlying Security
(as determined by a nationally recognized independent
investment banking firm retained for this purpose by the
Company, whose determination will be final); and
3. for any "Marketable Securities" received in a Reorganization
Event, an amount equal to the Closing Price per share of such
Marketable Securities on the trading day immediately prior to
the maturity date or Exchange Date multiplied by the number of
such Marketable Securities received per Underlying Security.
"Marketable Securities" are any perpetual equity securities or debt
securities with a stated maturity after the maturity date, in each case that are
listed on a U.S. national securities exchange or reported by the Nasdaq Stock
Market, Inc. The number of shares of any equity securities constituting
Marketable Securities included in the calculation of Transaction Value pursuant
to clause (3) of the preceding paragraph will be subject to adjustment if any
event that would, had it occurred with respect to any Underlying Security or to
an Underlying Issuer, have required an adjustment as described above occurs with
respect to such Marketable Securities or the issuer
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thereof between the time of the Reorganization Event and the maturity date.
Adjustment for such subsequent events shall be as nearly equivalent as
practicable to the adjustments described above.
MARKET DISRUPTION EVENTS
"Market Disruption Event" means any of the following events, as
determined by Salomon Smith Barney Inc., as Calculation Agent.
(a) The suspension or material limitation of trading in one or
more of the Underlying Securities which comprise the Basket,
for more than two hours of trading or during the one-half hour
period preceding the close of trading on the NYSE, the Nasdaq
National Market, any other applicable organized U.S. exchange
or the primary international exchange on which a security
represented by an Underlying Security is traded. For purposes
of this definition, limitations on trading during significant
market fluctuations imposed pursuant to NYSE Rule 80B (or any
applicable rule or regulation enacted or promulgated by the
NYSE, the Securities Exchange Commission (the "Commission") or
any other self regulatory organization or of similar scope as
a replacement for Rule 80B, as determined by the Calculation
Agent) shall be considered "material".
(b) The suspension or material limitation, in each case, for more
than two hours of trading or during the one-half hour period
preceding the close of trading (whether by reason of movements
in price exceeding levels permitted by the relevant exchange
or otherwise) in options contracts related to one or more of
the Underlying Securities which are traded on any major U.S.
or international exchange.
(c) The unavailability, through a recognized system of public
dissemination of transaction information, for more than two
hours of trading or during the one-half hour period preceding
the close of trading, of accurate price, volume or related
information in respect of one or more of the Underlying
Securities or in respect of options contracts related to one
or more of the Underlying Securities, in each case traded on
any major U.S. or international exchange.
For purposes of determining whether a Market Disruption Event has
occurred: (1) a limitation on the hours or number of days of trading will not
constitute a Market Disruption Event if it results from an announced change in
the regular business hours of the relevant exchange or market, (2) a decision to
discontinue permanently trading in the relevant options contract will not
constitute a Market Disruption Event, (3) any suspension in trading in an
options contract on one or more of the Underlying Securities by a major
securities market by reason of (x) a price change violating limits set by such
securities market, (y) an imbalance of orders relating to such contracts or (z)
a disparity in bid and ask quotes relating to such contracts will constitute a
Market Disruption Event, notwithstanding that such suspension or material
limitation is less than two hours, (4) a "suspension or material limitation" on
an exchange or in a market will include a suspension or material limitation of
trading by one class of investors provided that such suspension continues for
more than two hours of trading or during the last one-half hour period preceding
the close of trading on the relevant exchange or market (but will not include
limitations imposed on certain types of trading under NYSE Rule 80A or any
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<PAGE> 13
applicable rule or regulation enacted or promulgated by the NYSE, any other
self-regulatory organization or the Commission of a similar scope or as a
replacement for Rule 80A, as determined by the Calculation Agent) and will not
include any time when such exchange or market is closed for trading as part of
such exchange's or market's regularly scheduled business hours, and (5) the
delisting of an Underlying Security that is an ADR from the NYSE or the Nasdaq
National Market, or the termination of an American Depositary Receipt program
with respect to an Underlying Security that is an ADR, will not constitute a
Market Disruption Event. Under certain circumstances, the duties of Salomon
Smith Barney Inc. as the Calculation Agent in determining the existence of
Market Disruption Events could conflict with the interests of Salomon Smith
Barney Inc. as an affiliate of the issuer of the Notes.
ITEM 2. EXHIBITS.
99 (A). Prospectus, dated December 1, 1997, incorporated by reference
from the Registrant's filing under Rule 424(b)(3) dated February 5, 1998.
99 (B). Prospectus Supplement relating to Medium-Term Notes, Series H
and Series I, dated December 5, 1997, incorporated by reference from the
Registrant's filing under Rule 424(b)(2) dated December 9, 1997.
99 (C). Form of Note.
99 (D). Senior Debt Indenture between Salomon Smith Barney Holdings
Inc. and The Bank of New York, dated as of October 27, 1993, incorporated by
reference from Exhibit 3 to the Registrant's Current Report on Form 8-K dated
October 27, 1993, as supplemented by a First Supplemental Indenture, dated as of
November 28, 1997, incorporated by reference from Exhibit 99.04 to the
Registrant's Current Report on Form 8-K dated December 9, 1997.
Other securities issued by Salomon Smith Barney Holdings Inc. are
listed on the American Stock Exchange.
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<PAGE> 14
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.
Salomon Smith Barney Holdings Inc.
(REGISTRANT)
Date: June 14, 1999 By: /s/ THOMAS SCHWARTZ
---------------------------------------
Name: Thomas Schwartz
Title: Deputy Treasurer
<PAGE> 15
INDEX TO EXHIBITS
Exhibit No. Exhibit
99 (A). Prospectus, dated December 1, 1997, incorporated by reference
from the Registrant's filing under Rule 424(b)(3) dated
February 5, 1998.
99 (B). Prospectus Supplement relating to Medium-Term Notes, Series H
and Series I, dated December 5, 1997, incorporated by reference
from the Registrant's filing under Rule 424(b)(2) dated
December 9, 1997.
99 (C). Form of Note.
99 (D). Senior Debt Indenture between Salomon Smith Barney Holdings
Inc. and The Bank of New York, dated as of October 27, 1993,
incorporated by reference from Exhibit 3 to the Registrant's
Current Report on Form 8-K dated October 27, 1993, as
supplemented by a First Supplemental Indenture, dated as of
November 28, 1997, incorporated by reference from Exhibit 99.04
to the Registrant's Current Report on Form 8-K dated December
9, 1997.
15
<PAGE> 1
EXHIBIT 99(C)
FORM OF NOTE
REGISTERED PRINCIPAL AMOUNT
OR FACE AMOUNT
No. FX- SALOMON SMITH BARNEY HOLDINGS INC. CUSIP
MEDIUM-TERM NOTE, SERIES H
(FIXED RATE)
Due More Than Nine Months from Date of Issue
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET FORTH BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: / / Yes (see attached) / / No
Optional Payment Currency:
Designated Exchange Rate:
Interest Payment Dates: Accrue to Pay: / / Yes / / No
Indexed Principal Note: / / Yes (see attached) / / No
Interest Rate Reset / / The Interest Rate may not be changed prior to Stated
Maturity.
/ / The Interest Rate may be changed prior to Stated
Maturity (see attached).
Optional Reset Dates (if applicable):
Amortizing Note: / / Yes / / No
Amortization Schedule:
Optional Redemption: / / Yes / / No
Optional Redemption Dates:
Redemption Prices:
<PAGE> 2
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: / / Yes / / No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: / / Yes / / No
Final Maturity:
Discount Note: / / Yes / / No
Total Amount of OID: Yield to Maturity:
Renewable Note: / / Yes (see attached) / / No
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
2
<PAGE> 3
SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein referred
to as the "Company"), for value received hereby promises to pay CEDE & Co. or
registered assigns, (a) the Principal Amount or, in the case of an Indexed
Principal Note, the Face Amount adjusted by reference to prices, changes in
prices, or differences between prices, of securities, currencies, intangibles,
goods, articles or commodities or by such other objective price, economic or
other measures (an "Index") as described on the face hereof or in the Pricing
Supplement attached hereto or delivered herewith, in the Specified Currency on
the Stated Maturity shown above or earlier if and to the extent so provided
herein and (b) to pay accrued interest on the Principal Amount then outstanding
(or in the case of an Indexed Principal Note, the Face Amount then outstanding)
at the Interest Rate shown above from the Original Issue Date shown above or
from the most recent date to which interest has been paid or duly provided for,
semiannually in arrears on the Interest Payment Dates specified on the face of
this Note and at Maturity, until, in either case, the Principal Amount then
outstanding or the Face Amount is paid or duly provided for in accordance with
the terms hereof. Unless otherwise specified herein, interest on this Note, if
any, will be computed on the basis of a 360-day year of twelve 30-day months or,
in the case of an incomplete month, the number of days elapsed.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture referred to
on the reverse hereof, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which, (other than interest payable at
Maturity) shall be the date (whether or not a Business Day) fifteen calendar
days immediately preceding such Interest Payment Date, and, in the case of
interest payable at Stated Maturity, shall be the Stated Maturity of this Note.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date, and may be paid to the Person in whose name
this Note (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 Notes not
less than ten days prior to such Special Record Date, or may be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Registered Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. If an Interest Payment Date with respect to any Note would otherwise
be a day that is not a Business Day, such Interest Payment Date shall not be
postponed; provided, however, that any payment required to be made in respect of
such Note on a date (including the day of Stated Maturity) that is not a
Business Day for such Note need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on such
date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof, and any Interest Payment Date with respect to such
Fixed Rate Note would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next succeeding Business Day.
Each payment of interest in respect of an Interest Payment Date shall include
interest accrued through the day before such Interest Payment Date.
For purposes of this Note, "Business Day" means any day, other
than a Saturday or Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in (a) The City of New
York or (b) if the Specified Currency shown above (as
3
<PAGE> 4
defined below) is other than U.S. dollars, the financial center of the country
issuing such Specified Currency (which, in the case of the Euro, shall be
Brussels, Belgium).
If this Note is an Amortizing Note as shown on the face
hereof, a portion or all the principal amount of the Note is payable prior to
Stated Maturity in accordance with a schedule, by application of a formula, or
by reference to an index (as described above).
The principal hereof and any premium and interest hereon are
payable by the Company in the Specified Currency shown above. If the Specified
Currency shown above is other than U.S. dollars, the Company will arrange to
convert all payments in respect hereof into U.S. dollars in the manner described
on the reverse hereof. The Holder hereof may, if so indicated above, elect to
receive all payments in respect hereof in the Specified Currency by delivery of
a written notice to the Trustee not later than fifteen calendar days prior to
the applicable payment date. Such election will remain in effect until revoked
by written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.
Payments of interest in U.S. dollars (other than interest
payable at Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date, provided, that, if the Holder hereof is the Holder of
U.S. $10,000,000 (or the equivalent thereof in a currency other than U.S.
dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Registered Notes of like tenor and term, such U.S. dollar
interest payments will be made by wire transfer of immediately available funds,
but only if appropriate wire transfer instructions have been received in writing
by the Trustee not less than fifteen calendar days prior to the applicable
Interest Payment Date. Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Trustee and all such payments will be made by wire transfer of immediately
available funds to an account maintained by the payee with a bank located
outside the United States. The principal hereof and any premium and interest
hereon payable at Maturity will be paid in immediately available funds upon
surrender of this Note at the corporate trust office or agency of the Trustee
located in the City and State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED
HERETO OR DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
4
<PAGE> 5
This Note shall not become valid or obligatory for any purpose
unless and until this Note has been authenticated by The Bank of New York, or
its successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be
executed under its corporate seal.
Dated:
SALOMON SMITH BARNEY HOLDINGS INC.
By
--------------------------------
Authorized Officer
[Seal]
Attest:
---------------------------
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned
Indenture.
THE BANK OF NEW YORK,
as Trustee
By
--------------------------------
Authorized Officer
5
<PAGE> 6
SALOMON SMITH BARNEY HOLDINGS INC.
MEDIUM-TERM NOTE, SERIES H
(FIXED RATE)
General
This Note is one of a series of duly authorized debt
securities of the Company (the "Debt Securities") issued or to be issued in one
or more series under an indenture, dated as of October 23, 1993, as amended (the
"Indenture"), between the Company and The Bank of New York, as trustee (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 Debt
Securities and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. The U.S. dollar equivalent of the public offering
price or purchase price of Notes denominated in currencies other than U.S.
dollars will be determined by the Company or its agent, as exchange rate agent
for the Notes (the "Exchange Rate Agent") on the basis of the noon buying rate
in New York City for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such currencies on the applicable issue dates.
Unless otherwise specified above, the authorized denominations
of Registered Notes denominated in U.S. dollars will be U.S.$1,000 and any
larger amount that is an integral multiple of U.S.$1,000. The authorized
denominations of Registered Notes denominated in a currency other than U.S.
dollars will be as set forth on the respective faces thereof.
Each Registered Note will be issued initially as either a
Book-Entry Note or, if so specified above, a Certificated Note. Book-Entry Notes
will not be exchangeable for Certificated Notes and, except as otherwise
provided in the Indenture, will not otherwise be issuable as Certificated Notes.
Fixed Rate Notes
This Note will bear interest from its Original Issue Date, or
from the last Interest Payment Date to which interest has been paid or duly
provided for, at the Interest Rate stated on the face hereof until the principal
amount hereof is paid or made available for payment, except as otherwise
described below under "Subsequent Interest Periods" and "Extension of Maturity",
and except that if so specified in the attached Pricing Supplement, the rate of
interest payable may be subject to adjustment as specified therein.
Unless otherwise set forth herein, interest on this Note will
be payable semiannually in arrears on the Interest Payment Dates set forth above
and at Stated Maturity. If an Interest Payment Date with respect to any Note
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall not be postponed; provided, however, that any payment required to be made
in respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
<PAGE> 7
specified on the face hereof, and any Interest Payment Date with respect to such
Fixed Rate Note would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next succeeding Business Day.
Each payment of interest in respect of an Interest Payment Date shall include
interest accrued through the day before such Interest Payment Date.
Each payment of interest in respect of an Interest Payment
Date shall include interest accrued through the day before such Interest Payment
Date. Unless otherwise specified herein, interest on this Note will be computed
on the basis of a 360-day year of twelve 30-day months ("30 over 360") or in the
case of an incomplete month, the number of days elapsed.
Subsequent Interest Periods
If so specified on the face hereof, the Interest Rate on this
Note may be reset by the Company on the date or dates specified on the face
hereof (each an "Optional Reset Date"). Not later than 40 days prior to each
Optional Reset Date, the Trustee will mail to the Holder of this Note a notice
(the "Reset Notice"), first class, postage prepaid, indicating whether the
Company has elected to reset the Interest Rate, and if so, (i) such new Spread
or Spread Multiplier and (ii) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset Date, or, if
there is no such next Optional Reset Date, to the Stated Maturity of this Note
(each such period, a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period. Notwithstanding
the foregoing, not later than 20 days prior to the Optional Reset Date, the
Company may, at its option, revoke the Interest Rate provided for in the Reset
Notice and establish a higher Spread or Spread Multiplier for the Subsequent
Interest Period by causing the Trustee to mail notice of such higher Spread or
Spread Multiplier to the Holder of this Note. Such notice shall be irrevocable.
All Registered Notes with respect to which the Interest Rate is reset on an
Optional Reset Date will bear such higher Spread or Spread Multiplier.
The Holder of this Note will have the option to elect
repayment by the Company on each Optional Reset Date at a price equal to the
principal amount hereof, plus interest accrued to such Optional Reset Date. In
order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date, and except that if the Holder has
tendered this Note for repayment pursuant to a Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender for repayment until the close
of business on the tenth day before the Optional Reset Date.
Indexed Notes
If this Note is an Indexed Principal Note, then the principal
amount payable at Stated Maturity or earlier redemption or retirement, is
determined by reference to the amount designated on the face hereof as the Face
Amount of this Note and by reference to the Index as described on the face
hereof. If this Note is an Indexed Principal Note, the principal amount payable
at Stated Maturity or any earlier redemption or repayment of this Note may be
different from the Face Amount. If the determination of the Index is calculated
or announced by a third party, which may be an affiliate of the Company, and
such third party either suspends the calculation or announcement of such Index
or changes the basis upon which such Index is calculated (other than changes
consistent with policies in effect at the time this Note was issued and
permitted changes described on the face hereof), then such Index shall be
calculated for this Note's purposes by another third party, which
2
<PAGE> 8
may be an affiliate of the Company, selected by the Company subject to the same
conditions and controls as applied to the original third party. If for any
reason such Index cannot be calculated on the same basis and subject to the same
conditions and controls as applied to the original third party, then the indexed
principal amount of this Note shall be calculated in the manner described on the
face hereof. Any determination of such third party shall in the absence of
manifest error be binding on all parties.
Specified Currency
If the Specified Currency is other than U.S. dollars, the
amount of any U.S. dollar payment to be made in respect hereof will be
determined by the Company or its agent based on the highest firm bid quotation
expressed in U.S. dollars received by the Company or its agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date (or, if no such rate is quoted on such date, the last
date on which such rate was quoted) from three (or, if three are not available,
then two) recognized foreign exchange dealers in The City of New York selected
by the Exchange Rate Agent (one or more of which may be an agent involved in the
distribution of the Notes (an "Agent") and another of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer, for settlement on such
payment date, of the aggregate amount of the Specified Currency payable on such
payment date in respect of all Registered Notes denominated in such Specified
Currency. All currency exchange costs will be borne by the Holders of such
Registered Notes by deductions from such payments. If no such bid quotations are
available, then such payments will be made in the Specified Currency, unless the
Specified Currency is unavailable due to the imposition of exchange controls or
to other circumstances beyond the Company's control, in which case payment will
be made as described in the next paragraph.
Payments in Currencies other than the Specified Currency
Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable in such foreign currency
shall be converted into U.S. dollars on the basis of the most recently available
Market Exchange Rate for such currency or as otherwise indicated on the face
hereof. Any payment made under such circumstances in U.S. dollars will not
constitute an Event of Default under the Indenture.
In the event of an official redenomination of the Specified
Currency of this Note (other than as a result of European Monetary Union, but
including without limitation an official redenomination of any such Specified
Currency that is a composite currency), the obligations of the Company with
respect to payments on this Note shall, in all cases, be deemed immediately
following such redenomination to provide for the payment of that amount of
redenominated currency representing the amount of such obligations immediately
before such redenomination. This Note does not provide for any adjustment to any
amount payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated). In the event of European Monetary Union, the
procedures described in this paragraph shall not apply, and the
3
<PAGE> 9
obligations of the Company with respect to payments on this Note shall instead
be determined as set forth in the following paragraph.
Stage III of the European Economic and Monetary Union ("Stage
III") is presently scheduled to commence on January 1, 1999 for those member
states of the European Union that satisfy the economic convergence criteria set
forth in the Treaty on European Union. Certain of the foreign currencies in
which this Note may be denominated or payments in respect of this Note may be
due or by which amounts due on the Notes may be calculated are issued by
countries that are signatories to such Treaty (any such country, a "Relevant
Jurisdiction" with respect to such Note). Stage III includes the introduction of
a single currency (the "Euro") which will be legal tender in such member states.
It is anticipated that the European Union will adopt regulations or other
legislation providing specific rules for the introduction of the Euro in
substitution for the respective current national currencies of such member
states, which regulations or legislation may be supplemented by legislation of
the individual member states. In the event that any Relevant Jurisdiction adopts
the Euro, the laws and regulations of the European Union (and, if any, of such
Relevant Jurisdiction) relating to the Euro implemented pursuant to or by virtue
of the Treaty on European Union shall apply to this Note and the Indenture, and,
except as provided in the following paragraph, the payment of principal of, or
interest on, or any other amounts in respect of this Note or the calculation of
amounts due thereon at any time after the official date of introduction of the
Euro by the Relevant Jurisdiction shall be effected in Euro in conformity with
any such legally applicable measures. If, following the introduction of the Euro
by a Relevant Jurisdiction, the Company has the option, pursuant to legally
applicable measures, to make payments of principal of, or interest on or any
other amounts in respect of, this Note, or to calculate amounts due thereon in
either the current national currency of such Relevant Jurisdiction or Euro, the
Company will make such payments or calculations in such national currency or
Euro at its sole discretion. To the extent that the terms and conditions of this
Note require the rounding up or down of certain amounts or quotations expressed
in Euro, such rounding will be made to the smallest currency unit of the Euro.
The circumstances and consequences described in this paragraph and any resultant
amendment to the terms and conditions of this Note will not entitle any Holder
hereof (i) to any legal remedy, including, without limitation, redemption,
rescission, notice, repudiation, adjustment or renegotiation of the terms and
conditions of this Note or the Indenture, or (ii) to raise any defense or make
any claim (including, without limitation, claims of breach, force majeure,
frustration of purpose or impracticability) or any other claim for compensation,
damages or any other relief, nor will any such events affect any of the other
obligations of the Company under this Note or the Indenture.
Dual Currency Notes
If this Note is specified on the face hereof as a Dual
Currency Note, the Company may have a one time option, exercisable on one or
more dates (each an "Option Election Date") in whole, but not in part, with
respect to all Notes issued on the same day and having the same terms (a
"Tranche"), of thereafter making all payments of principal, premium, if any, and
interest (which payments would otherwise be made in the Specified Currency of
such Notes) in an optional currency (the "Optional Payment Currency").
If the Company makes such an election, the amount payable in
the Optional Payment Currency shall be determined using the Designated Exchange
Rate specified in the applicable Pricing Supplement. If such election is made,
notice of such election shall be mailed in accordance with the terms of the
applicable Tranche of Dual Currency Notes within two Business Days of the Option
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<PAGE> 10
Election Date and shall state (i) the first date, whether an Interest Payment
Date and/or Stated Maturity, in which scheduled payments in the Optional Payment
Currency will be made and (ii) the Designated Exchange Rate. Any such notice by
the Company, once given, may not be withdrawn. The equivalent value in the
Specified Currency of payments made after such an election may be less, at the
then current exchange rate, than if the Company had made such payment in the
Specified Currency.
Renewable Notes
If this Note is specified on the face hereof as a Renewable
Note, this Note will mature on an Interest Payment Date occurring in or prior to
the twelfth month following the Original Issue Date of this Note (the "Initial
Maturity Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:
On the Interest Payment Date occurring in the sixth month
(unless a different interval (the "Special Election Interval") is specified on
the face hereof) prior to the Initial Maturity Date of a this Note (the "Initial
Renewal Date") and on the Interest Payment Date occurring in each sixth month
(or in the last month of each Special Election Interval) after such Initial
Renewal Date (each, together with the Initial Renewal Date, a "Renewal Date"),
the term of this Note may be extended to the Interest Payment Date occurring in
the twelfth month (or, if a Special Election Interval is specified on the face
hereof, the last month in a period equal to twice the Special Election Interval)
after such Renewal Date, if the Holder of this Note elects to extend the term of
this Note or any portion thereof as described below. If the Holder does not
elect to extend the term of any portion of the principal amount of this Note
during the specified period prior to any Renewal Date, such portion will become
due and payable on the Interest Payment Date occurring in the sixth month (or
the last month in the Special Election Interval) after such Renewal Date (the
"New Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date. Such election will be
irrevocable and will be binding upon each subsequent holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof and then only in such principal amount, or any integral multiple in
excess thereof, as is specified on the face hereof. Notwithstanding the
foregoing, the term of this Note may not be extended beyond the Stated Maturity
specified for this Note on the face hereof.
If the Holder does not elect to renew the term, this Note must
be presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefore in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, a replacement Renewable Note, in a principal amount equal
to the principal amount of such exchanged Note for which the election to renew
was made, with terms identical to the exchanged Note.
5
<PAGE> 11
Extension of Maturity
If so specified on the face hereof, the Maturity of this Note
may be extended at the option of the Company for the period or periods of whole
years specified on the face hereof (each an "Extension Period") up to but not
beyond the date (the "Final Maturity") set forth on the face hereof. If the
Company exercises such option, the Trustee will mail to the Holder of this Note
not later than 40 days prior to the old Stated Maturity a notice (the "Extension
Notice") first class, postage prepaid indicating (i) the election of the Company
to extend the Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate
applicable to the Extension Period, and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's mailing of the
Extension Notice, the Maturity of this Note shall be extended automatically and,
except as modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the mailing of such
Notice.
Notwithstanding the foregoing, not later than 20 days prior to
the old Stated Maturity of this Note, the Company may, at its option, revoke the
Interest Rate provided for in the Extension Notice and establish a higher Spread
or Spread Multiplier for the Extension Period by causing the Trustee to mail
notice of such higher Spread or Spread Multiplier, first class, postage prepaid
to the Holder of this Note. Such notice shall be irrevocable. All Registered
Notes with respect to which the Maturity is extended will bear such higher
Spread or Spread Multiplier.
If the Company extends the Maturity of this Note, the Holder
will have the option to elect repayment of this Note by the Company on the old
Stated Maturity at a price equal to the principal amount hereof, plus interest
accrued to such date. In order to obtain repayment on such old Stated Maturity
once the Company has extended the Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days before the such old Stated Maturity, and except that if the Holder has
tendered this Note for repayment pursuant to an Extension Notice, the Holder
may, by written notice to the Trustee, revoke such tender for repayment until
the close of business on the tenth calendar day before the old Stated Maturity.
Optional Redemption, Repayment and Repurchase
If so specified on the face hereof, the Company may, at its
option, redeem this Note in whole or in part, on the date or dates (each an
"Optional Redemption Date") specified herein, at the price (the "Redemption
Price")(together with accrued interest to such Optional Redemption Date)
specified herein. Unless otherwise stated herein, the Company may exercise such
option with respect to this Note by notifying the Trustee for this Note at least
45 days prior to any Optional Redemption Date. At least 30 but not more than 60
days prior to the date of redemption, the Trustee shall mail to the Holder a
notice of such redemption at least 30 but not more than 60 days prior to the
date of redemption unless otherwise specified on the face hereof. In the event
of redemption of this Note in part only, a new Note or Notes for the unredeemed
portion hereof will be issued to the Holder hereof upon the cancellation hereof.
If so specified on the face hereof, this Note will be
repayable prior to Maturity at the option of the Holder on the Optional
Repayment Dates shown on the face hereof at the Optional Repayment Prices shown
on the face hereof, together with accrued interest to the date of repayment. In
order for this Note to be repaid, the Trustee must receive at least 30 but not
more than 45 days prior to an Optional Repayment Date (i) this Note with the
form below entitled "Option to Elect
6
<PAGE> 12
Repayment" duly completed; or (ii) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States of America setting forth the name of the Holder of this Note,
the principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that this Note with
the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter. If the procedure described in
clause (ii) of the preceding sentence is followed, this Note with form duly
completed must be received by the Trustee by such fifth Business Day. Any tender
of this Note for repayment (except pursuant to a Reset Notice or an Extension
Notice) shall be irrevocable. The repayment option may be exercised by the
Holder of this Note for less than the entire principal amount of the Note
provided that the principal amount of this Note remaining outstanding after
repayment is an authorized denomination. Upon such partial repayment, this Note
shall be canceled and a new Note or Notes for the remaining principal amount
hereof shall be issued in the name of the Holder of this Note.
Unless otherwise specified on the face hereof, this Note will
not be subject to any sinking fund.
Notwithstanding anything herein to the contrary, if this Note
is a Discount Note, the amount payable in the event of redemption or repayment
prior to the Stated Maturity hereof (other than pursuant to an optional
redemption by the Company at a stated Redemption Price), in lieu of the
principal amount due at the Stated Maturity hereof, shall be the Amortized Face
Amount of this Note as of the redemption date or the date of repayment, as the
case may be. The Amortized Face Amount of this Note on any date shall be the
amount equal to (i) the Issue Price set forth on the face hereof plus (ii) that
portion of the difference between such Issue Price and the stated principal
amount of such Note that has accrued by such date at (x) the Bond Yield to
Maturity set forth on the face hereof or (y) if so specified, the Bond Yield to
Call set forth on the face hereof (computed in each case in accordance with
generally accepted United States bond yield computation principles), provided,
however, that in no event shall the Amortized Face Amount of a Note exceed its
stated principal amount. The Bond Yield to Call listed on the face of this Note
shall be computed on the basis of the first occurring Optional Redemption Date
with respect to such Note and the amount payable on such Optional Redemption
Date. In the event that such Note is not redeemed on such first occurring
Optional Redemption Date, the Bond Yield to Call with respect to such Note shall
be recomputed on such Optional Redemption Date on the basis of the next
occurring Optional Redemption Date and the amount payable on such Optional
Redemption Date, and shall continue to be so recomputed on each succeeding
Optional Redemption Date until the Note is so redeemed.
The Company may at any time purchase Registered Notes at any
price in the open market or otherwise. Registered Notes so purchased by the
Company may, at the discretion of the Company, be held or resold or surrendered
to the Trustee for such Notes for cancellation.
Other Terms
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Registered Notes of different authorized denominations, as
requested by the Person surrendering the same.
7
<PAGE> 13
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable on the
Security Register of the Company, upon surrender of this Note for registration
of transfer at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Registered Notes of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
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 Note 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 Note is registered as the Holder hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of
this series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.
In case this Note shall at any time become mutilated,
destroyed, stolen or lost and this Note or evidence of the loss, theft, or
destruction hereof (together with such indemnity and such other documents or
proof as may be required by the Company or the Trustee) shall be delivered to
the principal corporate trust office of the Trustee, a new Registered Note of
like tenor and principal amount will be issued by the Company in exchange for,
or in lieu of, this Note. All expenses and reasonable charges associated with
procuring such indemnity and with the preparation, authentication and delivery
of a new Registered Note shall be borne by the Holder of this Note.
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 Debt 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 Debt 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 Debt
Securities of any series at the time outstanding, on behalf of the Holders of
all the Debt 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 Debt Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Debt Security and of any Debt Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon the Debt Security.
Holders of Debt Securities may not enforce their rights
pursuant to the Indenture or the Note except as provided in the Indenture. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and the coin or currency, herein
prescribed.
8
<PAGE> 14
This Note shall be deemed to be a contract made and to be
performed solely in the State of New York and for all purposes be governed by,
and construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
9
<PAGE> 15
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT ENT -as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT _________________Custodian________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
______________________________________
(State)
Additional abbreviations may also be used though not in the above list
____________________________________________
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay $__________ principal amount of the within Note, pursuant to its terms,
on the "Optional Repayment Date" first occurring after the date of receipt of
the within Note as specified below, together with interest thereon accrued to
the date or repayment, to the undersigned at:
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 101 Barclay Street, Lobby Level, New York, New York 10286,
Attention: Corporate Trust Services Window.
Dated:
____________________________________________
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Note in
every particular without alteration or
enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee
________________________________________________________________________________
________________________________________________________________________________
Please Print or Type Name and Address Including Zip Code of Assignee
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
attorney
_______________________________________________________________________
to transfer such Note on the books of Salomon Smith Barney Holdings Inc. with
full power of substitution in the premises.
Dated:__________________________ ____________________________________________
Signature
____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the Note in every
particular, without alteration or
enlargement or any change whatsoever.
