As filed with the Securities and Exchange Commission on January 24, 2000
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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
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SALOMON SMITH BARNEY HOLDINGS INC. TARGETS TRUST V
(Exact name of registrant as specified in charter) (Exact name of registrant as specified in charter)
NEW YORK DELAWARE
(State of incorporation (State of incorporation
or organization) or organization)
11-2418067 13-7180831
(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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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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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:
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Title of Each Class Name of Each Exchange in Which
to be so Registered Each Class is to be Registered
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Targeted Growth Enhanced Terms Securities Chicago Board Options Exchange
("TARGETS (SM)") With Respect to the Common
Stock of Sun Microsystems, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrants' 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 14, 15 through 18 and 25 through
40, respectively, of the registrants' Prospectus, Subject to Completion, dated
December 29, 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 December 29, 1999,
incorporated by reference to the registrants' filing under Rule 424(b) with the
Securities and Exchange Commission on December 30, 1999.
99 (B). Certificate of Trust of TARGETS Trust V, incorporated by reference
to Exhibit 4(d) 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
V, incorporated by reference to Exhibit 4(i) 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(n) to the Registration Statement.
99 (E). Form of Indenture between the Company and The Chase Manhattan Bank,
as Trustee, incorporated by reference to Exhibit 4(s) 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.
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Salomon Smith Barney Holdings Inc.
(Registrant)
Date: January 24, 2000 By: /s/ Mark Kleinman
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Name: Mark Kleinman
Title: Executive Vice President and
Treasurer
TARGETS Trust V
(Registrant)
Date: January 24, 2000 By: /s/ Michael Day
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Name: Michael Day
Title: Regular Trustee
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INDEX TO EXHIBITS
Exhibit No. Exhibit
99(A). Prospectus, Subject to Completion, dated December 29, 1999,
incorporated by reference to the registrants' filing under
Rule 424(b) with the Securities and Exchange Commission on
December 30, 1999 (No. 333-71667).
99(B). Certificate of Trust of TARGETS Trust V, incorporated by
reference to Exhibit 4(d) to the Registration Statement.
99(C). Form of Amended and Restated Declaration of Trust of TARGETS
Trust V, incorporated by reference to Exhibit 4(i) 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(n) to the Registration Statement.
99(E). Form of Indenture between the Company and The Chase Manhattan
Bank, as Trustee, incorporated by reference to Exhibit 4(s) 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)).
