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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1999
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
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<S> <C>
SALOMON SMITH BARNEY HOLDINGS INC. TARGETS TRUST III
(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 13-7180828
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
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<S> <C>
If this Form relates to the registration of If this Form relates to the registration of
a class of securities pursuant to Section 12(b) a class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant of the Exchange Act and is effective with the
to General Instruction A.(c), please check the effectiveness of a concurrent registration
following box. /x/ pursuant to General Instruction A.(d), please
check the following box. / /
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<S> <C>
Securities Act registration statement to which this form relates: 333-71667
(if applicable)
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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 MCI WorldCom, 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 June 3, 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 June 3, 1999,
incorporated by reference to the registrants' filing under Rule 424(b) with the
Securities and Exchange Commission on June 8, 1999.
99(B). Certificate of Trust of TARGETS Trust III,
incorporated by reference to Exhibit 4(a) to the registration statement on Form
S-3 (the "Registration Statement") 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 III, 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: June 21, 1999 By: /S/Mark Kleinman
Name: Mark Kleinman
Title: Executive Vice President
and Treasuer
TARGETS Trust III
(Registrant)
Date: June 21, 1999 By: /S/ Michael J. Day
Name: Michael J. Day
Title: Regular Trustee
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
99(A). Prospectus, Subject to Completion, dated June 3, 1999,
incorporated by reference to the registrants' filing under
Rule 424(b) with the Securities and Exchange Commission on
June 8, 1999 (No. 333-71667).
99(B). Certificate of Trust of TARGETS Trust III, incorporated by
reference to Exhibit 4(a) to the Registration Statement.
99(C). Form of Amended and Restated Declaration of Trust of TARGETS
Trust III, 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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