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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 1999
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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
<TABLE>
<S> <C>
SALOMON SMITH BARNEY HOLDINGS INC. TARGETS TRUST II
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE DELAWARE
(STATE OF INCORPORATION (STATE OF INCORPORATION
OR ORGANIZATION) OR ORGANIZATION)
22-1660266 13-7180827
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective with the effectiveness of a
concurrent registration pursuant to General Instruction A.(d), please check the
following box. [ ]
Securities Act registration statement to which this form relates: 333-71667
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE IN WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Targeted Growth Enhanced Terms Securities Chicago Board Options Exchange
("TARGETS(SM)") With Respect to the Common
Stock of Lucent Technologies Inc.
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 headings "Summary," "Risk
Factors," and "Description of the TARGETS" on pages 2 through 7, 8 through 11
and 18 through 32, respectively, of the registrants' Prospectus, Subject to
Completion, dated March 12, 1999 (Registration No. 333-71667), which information
is hereby incorporated herein by reference and made part of this application in
its entirety.
ITEM 2. EXHIBITS.
99 (A). Prospectus, Subject to Completion, dated March 12, 1999,
incorporated by reference to the registrants' filing under Rule 424(b) with the
Securities and Exchange Commission on March 15, 1999.
99 (B). Certificate of Trust of TARGETS Trust II, incorporated by
reference to Exhibit 4(a) to the registration statement (the "Registration
Statement") on Form S-3 of the Company and the Trust filed with the Securities
and Exchange Commission on February 3, 1999 (No. 333-71667).
99 (C). Form of Amended and Restated Declaration of Trust of TARGETS
Trust II, incorporated by reference to Exhibit 4(f) to the Registration
Statement.
99 (D). Form of TARGETS Guarantee Agreement between the Company and The
Chase Manhattan Bank, as Guarantee Trustee, incorporated by reference to Exhibit
4(k) to the Registration Statement.
99 (E). Indenture between the Company and The Chase Manhattan Bank, as
Trustee, incorporated by reference to Exhibit 4(p) to the Registration
Statement.
99 (F). Form of TARGETS (included in Exhibit 99(C)).
99 (G). Form of Forward Contract (included in Exhibit 99(E)).
Other securities issued by Salomon Smith Barney Holdings Inc. are
listed on the Chicago Board Options Exchange.
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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: April 7, 1999 By: /s/ Thomas Schwartz
Name: Thomas Schwartz
Title: Deputy Treasurer
TARGETS Trust II
(Registrant)
Date: April 7, 1999 By: /s/ Michael J. Day
Name: Michael J. Day
Title: Regular Trustee
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
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99(A). Prospectus, Subject to Completion, dated March 12, 1999,
incorporated by reference to the registrants' filing under Rule
424(b) with the Securities and Exchange Commission on March 12,
1999 (No. 333-71667).
99(B). Certificate of Trust of TARGETS Trust II, incorporated by
reference to Exhibit 4(a) to the Registration Statement.
99(C). Form of Amended and Restated Declaration of Trust of TARGETS
Trust II, incorporated by reference to Exhibit 4(f) to the
Registration Statement.
99(D). Form of TARGETS Guarantee Agreement between the Company and The
Chase Manhattan Bank, as Guarantee Trustee, incorporated by
reference to Exhibit 4(k) to the Registration Statement.
99(E). Indenture between the Company and The Chase Manhattan Bank, as
Trustee, incorporated by reference to Exhibit 4(p) to the
Registration Statement.
99(F). Form of TARGETS (included in Exhibit 99(C)).
99(G). Form of Forward Contract (included in Exhibit 99 (E)).
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