<PAGE> 1
REGISTRATION NO.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<TABLE>
<S> <C> <C>
SALOMON SMITH BARNEY HOLDINGS INC. NEW YORK 11-2418067
TARGETS TRUST VI DELAWARE 13-7180832
TARGETS TRUST VII DELAWARE 13-7235178
TARGETS TRUST VIII DELAWARE 13-7235179
TARGETS TRUST IX DELAWARE 13-7235180
TARGETS TRUST X DELAWARE 13-7235181
TARGETS TRUST XI DELAWARE 13-7235182
TARGETS TRUST XII DELAWARE 13-4105722
TARGETS TRUST XIII DELAWARE 13-4105724
TARGETS TRUST XIV DELAWARE 13-4105725
TARGETS TRUST XV DELAWARE 13-4105726
TARGETS TRUST XVI DELAWARE 13-4105728
TARGETS TRUST XVII DELAWARE 13-7235205
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
JOAN GUGGENHEIMER, ESQ.
GENERAL COUNSEL
SALOMON SMITH BARNEY HOLDINGS INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
KATE MCG. SULLIVAN, ESQ. ALAN L. BELLER, ESQ.
CITIGROUP INC. CLEARY, GOTTLIEB, STEEN & HAMILTON
153 EAST 53RD STREET ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10043 NEW YORK, NEW YORK 10006
</TABLE>
Approximate date of commencement of proposed sale to public: At such time
(from time to time) after the effective date of this Registration Statement as
agreed upon by Salomon Smith Barney Holdings Inc. and the underwriters in light
of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- ------------------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Targeted Growth Enhanced Terms Securities of the
Trusts(2).................................................
- ------------------------------------------------------------------------------------------------------------------------------
Forward Contracts of Salomon Smith Barney Holdings
Inc.(2)...................................................
- ------------------------------------------------------------------------------------------------------------------------------
Guarantees of Salomon Smith Barney Holdings Inc. with
respect to the Targeted Growth Enhanced Terms Securities
of the Trusts(3)..........................................
- ------------------------------------------------------------------------------------------------------------------------------
Totals.............................................. $500,000,000 $132,000
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Subject to the Proposed Maximum Aggregate Offering Price, there is being
registered hereunder an indeterminate number of Targeted Growth Enhanced
Terms Securities ("TARGETS") of TARGETS Trust VI, TARGETS Trust VII, TARGETS
Trust VIII, TARGETS Trust IX, TARGETS Trust X, TARGETS Trust XI, TARGETS
Trust XII, TARGETS Trust XIII, TARGETS Trust XIV, TARGETS Trust XV, TARGETS
Trust XVI and TARGETS Trust XVII (each, a "Trust") and forward contracts of
Salomon Smith Barney Holdings Inc. as may from time to time be issued at
indeterminate prices. Includes TARGETS which may be purchased by
underwriters to cover over-allotments, if any.
(3) Includes the rights of holders of the TARGETS under any guarantees and
certain back-up undertakings, comprised of the obligations of Salomon Smith
Barney Holdings Inc. to provide certain indemnities in respect of, and pay
and be responsible for certain costs, expenses, debts and liabilities of,
each Trust (other than with respect to the TARGETS) and such obligations of
Salomon Smith Barney Holdings Inc. as set forth in the amended and restated
declaration of trust of each Trust and the indenture, in each case as
further described in the Registration Statement. The Guarantees, when taken
together with Salomon Smith Barney Holdings Inc.'s obligations under the
forward contracts, the indenture and the amended and restated declarations
of trust, will provide a full and unconditional guarantee by Salomon Smith
Barney Holdings Inc. of the Trusts' obligations under the TARGETS. No
separate consideration will be received for any guarantees or such back-up
obligations.
------------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO THE TARGETS,
FORWARD CONTRACTS AND GUARANTEES PREVIOUSLY REGISTERED UNDER REGISTRATION
STATEMENT NO. 333-71667 ON FORM S-3. THIS REGISTRATION STATEMENT ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO.
333-71667 ON FORM S-3. THE $32,066,014.05 OF TARGETS, FORWARD CONTRACTS AND
GUARANTEES REMAINING UNSOLD FROM REGISTRATION STATEMENT 333-71667 WILL BE
COMBINED WITH THE $500,000,000 AGGREGATE AMOUNT OF TARGETS, FORWARD CONTRACTS
AND GUARANTEES TO BE REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT TO
ENABLE SALOMON SMITH BARNEY HOLDINGS INC. AND THE TRUSTS TO OFFER AN AGGREGATE
AMOUNT OF $532,066,014.05 OF TARGETS, FORWARD CONTRACTS AND GUARANTEES.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
- ------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
- ------------------------------------------------------------------------------
[Cover Page Background: Salomon Smith Barney trading floor]
SUBJECT TO COMPLETION DATED MARCH ____ , 2000
PROSPECTUS
TARGETS
TRUST [VI]
_________________________
TARGETED GROWTH With respect to the common stock of
ENHANCED TERMS SECURITIES
(TARGETS(R)) Due on
$ _____________ per TARGETS
Guaranteed by
Salomon Smith Barney Holdings Inc.
* Preferred securities of a trust paying:
1. Quarterly distributions in the amount of $ (except $ on
), and
2. A maturity payment based on the market price of the common stock
of .
* We will apply to list the TARGETS on the Exchange
under the Symbol " ".
Investing in the TARGETS involves a number of risks. See "Risk Factors"
beginning on page 10.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the TARGETS or determined that this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Per TARGETS Total
______________________________________________________________________________
Public Offering Price $ $
______________________________________________________________________________
Underwriting Discount to be paid by
Salomon Smith Barney Holdings $ $
______________________________________________________________________________
Proceeds to TARGETS Trust [VI] before expenses $ $
______________________________________________________________________________
TARGETS Trust [VI] has granted to Salomon Smith Barney Inc., as underwriter, an
option, exercisable for 30 days from the date of this prospectus, to purchase
up to additional TARGETS at the public offering price. Salomon Smith Barney
Inc. expects to deliver the TARGETS to purchasers on or about , 2000.
SALOMON SMITH BARNEY
--------------------
A member of citigroup [LOGO]
, 2000
<PAGE> 3
______________________________________________________________________________
TARGETS(R) (Targeted Growth Enhanced Terms Securities)
______________________________________________________________________________
SUMMARY
This summary highlights selected information from this prospectus to help
you understand the TARGETS with respect to the common stock of .
You should carefully read the entire prospectus to fully understand the terms of
the TARGETS as well as the principal tax and other considerations that are
important to you in making a decision about whether to invest in the TARGETS.
You should, in particular, carefully review the section entitled "Risk Factors",
which highlights a number of risks, to determine whether an investment in the
TARGETS is appropriate for you. All of the information set forth below is
qualified in its entirety by the more detailed explanation set forth elsewhere
in this prospectus.
General
TARGETS are preferred securities issued by a trust that offer a potential
growth and income investment opportunity. TARGETS provide the growth potential
of a particular stock in any given quarter up to an appreciation cap of [20%]
subject to automatic resets. Although the growth potential of an investment in
the TARGETS is capped, TARGETS investors receive quarterly distributions with a
yield greater than the underlying stock's current dividend yield. TARGETS have a
term of approximately 3 years.
Selected Purchase Considerations
* Growth Potential -- TARGETS allow you to participate in approximately the
first [20]% of appreciation in the price of the stock on which they are based
in the period between the issue date and the first quarterly distribution
date and in any subsequent quarter during the term of the TARGETS.
* Current Income -- TARGETS pay quarterly distributions with a yield set at a
rate that is significantly higher than the dividend yield currently paid by
the company on whose stock the TARGETS are based.
* Tax Advantages -- For most investors, a relatively large portion of the
TARGETS' quarterly distributions will be considered a tax-free return of
principal. In addition, the TARGETS generally will be subject to capital
asset treatment upon sale or at maturity. These tax advantages of the
TARGETS have the potential effect of producing a higher after-tax return than
would be produced by a more conventional income-generating security.
* Exchange Listing -- Although the TARGETS are expected to be "buy and hold"
investments, they are listed on a major exchange.
Selected Risk Considerations
An investment in the TARGETS involves significant risks. These risks are
explained in more detail in the "Risk Factors" section of this prospectus. Some
are summarized here.
* Your Investment in the TARGETS Will Result in a Loss if the Price of the
Common Stock Declines -- Since the maturity payment on the TARGETS will
depend on the price of the underlying stock, if the price of underlying stock
falls, the maturity payment could be less than your initial investment, even
if the price of the underlying stock at some point over the life of the
TARGETS exceeds the price of the underlying stock at the time of your initial
investment.
* Your Investment in the TARGETS May Result in a Loss even if the Price of the
Common Stock Rises -- The maturity payment on the TARGETS is dependent on the
compounded value of the periodic capped returns on the common stock for each
quarter. If the price of common stock declines in any quarter, the periodic
capped return for that quarter will be negative, and the compounded value if
the periodic capped returns will decrease. If the price of the common stock
declines in enough quarters, or if the decrease in the price of the common
stock in any quarter is sufficiently large, the compounded value will be
negative. As a result, the amount of any maturity payments may be less than
the amount you paid for your TARGETS even if the price of the common stock
increases during one or more quarters or the price of the common stock at
maturity is equal to, or higher than, the price of the common stock at the
time you bought your TARGETS.
* The Appreciation of Your Investment in the TARGETS Will Be Capped -- The
TARGETS provide less opportunity for equity appreciation than a direct
investment in the common stock because the periodic capped return will
operate to limit the portion of any appreciation in the price of the common
stock in which you will share to approximately the first [20%] of the
increase in the period between the issue date and the first quarterly
distribution date and in any subsequent quarter, but will not limit your
exposure in any period to any depreciation in the price of the common stock.
If the price of the common stock increases by more than [20%] in any such
period during the term of the TARGETS, your return on the TARGETS will be
less than your return on a similar security that was directly linked to the
common stock but was not subject to an appreciation cap.
* You Have No Rights Against even though the Maturity Payment
on the TARGETS Is Based on the Price of s' Stock -- The market
price of the TARGETS at any time will be affected primarily by changes in the
price of the underlying stock. The yield on the TARGETS is set at a rate that
is higher than the current dividend yield on the underlying stock, but may
not remain higher through the term of the TARGETS if
increases its dividends. is not involved in this offering
and has no obligations relating to the TARGETS.
* You May Not Be Able to Sell Your TARGETS if an Active Trading Market for the
TARGETS Does Not Develop -- TARGETS will be listed on a major exchange, but
there can be no guarantee of liquidity in the secondary market. Although
Salomon Smith Barney Inc. intends to make a market in the TARGETS, it is not
obligated to do so.
* The Price at Which you Will Be Able to Sell Your TARGETS Prior to Maturity
May Be Substantially Less Than the Amount You Originally Invest -- Due to
changes in the price of and the dividend yield on the underlying stock,
interest rates, other economic conditions and Salomon Smith Barney Holdings'
perceived creditworthiness, the TARGETS may trade at prices below their
initial issue price and you could receive substantially less than the amount
of your original investment if you sell your TARGETS prior to maturity.
<PAGE> 4
TARGETS TRUST [VI]
TARGETS Trust [VI] is a recently formed Delaware business trust. Salomon
Smith Barney Holdings will own all of the common securities of Trust [VI]. The
common securities will comprise at least 3% of Trust [VI]'s capital.
Trust [VI] will not engage in any activities except:
- issuing its trust securities, which are limited to TARGETS and
common securities,
- investing approximately % to % of the proceeds of the offering in a
forward contract of Salomon Smith Barney Holdings relating to the common
stock of ,
- investing approximately % to % of the proceeds of the offering in
stripped self-amortizing U.S. treasury securities, and
- activities incidental to the above.
Trust [VI] will not issue any securities except the common securities and
the TARGETS.
Trust [VI] will be managed by trustees elected by Salomon Smith Barney
Holdings, as the holder of the common securities. The holders of the TARGETS
have no right to elect or remove trustees. Salomon Smith Barney Holdings will
pay all costs, expenses, debts and liabilities of Trust [VI], including fees and
expenses related to the offering of the TARGETS, but not including payments
under the TARGETS.
The address and telephone number of Trust [VI] are:
TARGETS Trust [VI]
c/o Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, NY 10013
(212) 816-6000
THE TARGETS
The TARGETS are preferred undivided interests in Trust [VI]. The TARGETS
mature on , but will be subject to acceleration to an accelerated
maturity date upon the occurrence of one of the acceleration events described
below. If an acceleration event occurs or Salomon Smith Barney Holdings defaults
on its guarantee, holders of the TARGETS will have a preference over holders of
the common securities for payments.
The TARGETS are designed to provide you with a higher yield than the
current dividend yield paid on the common stock of while
also providing the opportunity for you to share up to [20%] of any appreciation
in the price of the common stock in the period between the issue date and the
first quarterly distribution date and in any subsequent quarter during the term
of the TARGETS, but will not limit your exposure to any depreciation in the
price of the common stock.
QUARTERLY DISTRIBUTIONS
You will receive cash distributions of $ per quarter on each
TARGETS (except that the quarterly distribution payment payable on
will be $ per TARGETS), payable on each February 15, May
15, August 15 and November 15, beginning , 2000.
Trust [VI] will make quarterly distribution payments out of:
- payments received on the treasury securities, and
- any yield enhancement payments received from Salomon Smith Barney
Holdings under the forward contract.
Depending on market conditions at the time of pricing the TARGETS for
initial sale to the public, the amount of the yield enhancement payments may be
zero or a nominal amount.
The ability of Trust [VI] to make quarterly distributions on the TARGETS is
entirely dependent on receipt by Trust [VI] of payments under the treasury
securities and yield enhancement payments, if any, under the forward contact. If
Salomon Smith Barney Holdings does not make any yield enhancement
3
<PAGE> 5
payments on the date they are due under the forward contract, it will be allowed
to delay making those payments, with interest, until maturity. You should refer
to the sections "Risk Factors -- You May Not Receive Yield Enhancement Payments
on the Date They Are Due Because They Can Be Deferred" and "Description of the
TARGETS -- Quarterly Distributions" in this prospectus.
MATURITY PAYMENT
At maturity, you will receive for each TARGETS the maturity payment and the
final quarterly distribution.
The maturity payment per TARGETS will equal the sum of (A) the initial
principal amount of $
per TARGETS and (B) the stock return payment, which may be positive, zero or
negative.
The stock return payment will equal the product of:
Initial Principal Amount of $ per TARGETS x Stock Return
The stock return will equal the compounded value of the periodic capped
returns computed in the following manner, and is presented in this prospectus as
a percentage:
Product of (1.00 + the periodic capped return) for each reset date -
1.00
where the periodic capped return for any reset date (including maturity) will
equal the following fraction:
Ending Value - Starting Value
---------------------------------
Starting Value
The periodic capped return for any reset date will not in any circumstances be
greater than a value to be determined on the date the TARGETS are priced, which
value is expected to be [20]%.
The stock return will be calculated by compounding the product of the
periodic capped returns for each of the reset dates occurring on each quarterly
distribution date (February 15, May 15, August 15 and November 15, beginning
, 2000) and on the maturity date. The stock return cannot be more
than [791.61]% (a maximum value that represents an increase in the price of the
common stock of [20]% in each period).
The ending value for any reset date other than at maturity will be the
closing sale price of the common stock on the relevant reset date, or if that
day is not a trading day, the closing sale price of the common stock on the most
recent trading day. At maturity, the ending value will be the average daily
closing sale price of the common stock for the 10 trading days immediately prior
to but not including the date one business day before the maturity date.
The starting value for the initial reset date will be the closing sale
price of the common stock on the date the TARGETS are priced for initial sale to
the public. We will disclose the initial starting value to you in the final
prospectus delivered to you in connection with sales of the TARGETS. The
starting value for each subsequent reset date (including maturity) will equal
the ending value on the immediately preceding reset date.
The periodic capped return is subject to adjustment upon the occurrence of
certain events involving and its capital structure.
The stock return payment payable to you at maturity is dependent on the
return on the common stock during the period between the issue date and the
first reset date and during each subsequent quarter. The stock return payment
that you receive on the maturity date may be positive, zero or negative. If the
stock return is negative, the maturity payment you receive will be less than the
amount of your original investment. If the stock return is zero, the maturity
payment you receive will equal the amount of your original investment, and may
be zero.
If the closing sale price of the common stock over the 10-day calculation
period prior to maturity is less than the price of the common stock upon
issuance of the TARGETS, the maturity payment on each TARGETS will be less than
the amount you originally invested. As demonstrated by some of the hypothetical
examples provided below, the possibility exists that an investment in the
TARGETS will result in a loss even if the closing sale price of the common stock
over the 10-day calculation period prior to maturity is greater than the price
of the common stock when the TARGETS are issued.
4
<PAGE> 6
The TARGETS provide less opportunity for appreciation than a direct
investment in the common stock because the periodic capped returns will operate
to limit the portion of any appreciation in the price of the common stock in
which you will share to the first [20]% of any increase in the price of the
common stock between the issue date and the first reset date and in any
subsequent quarter, but not limit your exposure to any depreciation in the price
of the common stock in any given period.
The maturity payment with respect to each TARGETS will be paid by Trust
[VI] out of the funds received by Trust [VI] from Salomon Smith Barney Holdings
under the forward contract. Trust [VI]'s ability to make the maturity payments
is entirely dependent upon Trust [VI] receiving payments under the forward
contract from Salomon Smith Barney Holdings.
Maturity Payment -- Hypothetical Examples
Because the stock return is dependent on the price of the common stock on
each reset date and over the 10-day calculation period prior to maturity, and
the value of the common stock may be subject to significant variations over the
term of the TARGETS, it is not possible to present a chart or table illustrating
a complete range of possible payments at maturity. The examples of hypothetical
maturity payment calculations that follow are intended to illustrate the effect
of general trends in the price of the common stock on the amount payable on the
TARGETS at maturity. All of the hypothetical examples assume that the initial
price to the public of each TARGETS is $10, that the price of the common stock
on the date of issuance is $100, that the periodic capped return cannot exceed
20% and that the maturity date is March 15, 2003.
EXAMPLE 1: THE PRICE OF THE COMMON STOCK AT MATURITY IS GREATER THAN ITS
PRICE AT ISSUANCE AND THE COMMON STOCK APPRECIATED BY
APPROXIMATELY 10% (AN AMOUNT LESS THAN THE 20% APPRECIATION
CAP) DURING EACH PERIOD THROUGHOUT THE TERM OF THE TARGETS:
<TABLE>
<CAPTION>
RESET DATES
-----------------------------------------------------------------------------------------------
MAY 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15,
2000 2000 2000 2001 2001 2001 2001 2002 2002
------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Price of Stock..... 110.00 121.00 133.10 146.41 161.05 177.16 194.87 214.36 235.79
Periodic Capped Return..... 10% 10% 10% 10% 10% 10% 10% 10% 10%
<CAPTION>
RESET DATES
------------------------------
AUG. 15, NOV. 15, FEB. 15,
2002 2002 2003
-------- -------- --------
<S> <C> <C> <C>
Closing Price of Stock..... 259.37 285.31 313.84
Periodic Capped Return..... 10% 10% 10%
</TABLE>
STOCK RETURN = [(1 + .10) x (1 + .10) x (1 + .10) x (1 + .10) x (1 + .10) x (1 +
.10) x (1 + .10) x (1 + .10) x (1 + .10) x (1 + .10) x (1 + .10) x (1 + .10)] -
1 = 213.84%
STOCK RETURN PAYMENT = $10.00 x 2.1384 = $21.38
MATURITY PAYMENT = $10.00 + $21.38 = $31.38 PER TARGETS.
EXAMPLE 2: THE PRICE OF THE COMMON STOCK AT MATURITY IS GREATER THAN ITS
PRICE AT ISSUANCE AND THE COMMON STOCK APPRECIATED BY
APPROXIMATELY 20% (AN AMOUNT EQUAL TO THE APPRECIATION CAP)
DURING EACH PERIOD THROUGHOUT THE TERM OF THE TARGETS:
<TABLE>
<CAPTION>
RESET DATES
--------------------------------------------------------------------------------------------------------
MAY 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15,
2000 2000 2000 2001 2001 2001 2001 2002 2002
-------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Price of
Stock.............. 120.00 144.00 172.80 207.36 248.83 298.60 358.32 429.98 515.98
Periodic Capped
Return............. 20% 20% 20% 20% 20% 20% 20% 20% 20%
<CAPTION>
RESET DATES
---------------------------------
AUG. 15, NOV. 15, FEB. 15,
2002 2002 2003
--------- --------- ---------
<S> <C> <C> <C>
Closing Price of
Stock.............. 619.17 743.01 891.61
Periodic Capped
Return............. 20% 20% 20%
</TABLE>
STOCK RETURN = [(1 + .20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 +
.20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 + .20)] -
1 = 791.61%, WHICH IS THE MAXIMUM POSSIBLE VALUE FOR THE STOCK RETURN.
STOCK RETURN PAYMENT = $10.00 x 7.9161 = $79.16
MATURITY PAYMENT = $10.00 + $79.16 = $89.16 PER TARGETS, THE MAXIMUM POSSIBLE
MATURITY PAYMENT.
5
<PAGE> 7
EXAMPLE 3: THE PRICE OF THE COMMON STOCK AT MATURITY IS GREATER THAN ITS
PRICE AT ISSUANCE AND THE COMMON STOCK APPRECIATED BY
APPROXIMATELY 30% (AN AMOUNT GREATER THAN THE 20% APPRECIATION
CAP) DURING EACH PERIOD THROUGHOUT THE TERM OF THE TARGETS:
<TABLE>
<CAPTION>
RESET DATES
-------------------------------------------------------------------------------------------------------
MAY 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15,
2000 2000 2000 2001 2001 2001 2001 2002 2002
-------- --------- --------- --------- --------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Price of
Stock.............. 130.00 169.00 219.70 285.61 371.29 482.68 627.48 815.73 1060.45
Periodic Capped
Return............. 20% 20% 20% 20% 20% 20% 20% 20% 20%
<CAPTION>
RESET DATES
--------------------------------
AUG. 15, NOV. 15, FEB. 15,
2002 2002 2003
--------- -------- ---------
<S> <C> <C> <C>
Closing Price of
Stock.............. 1378.58 1792.16 2,329.80
Periodic Capped
Return............. 20% 20% 20%
</TABLE>
STOCK RETURN = [(1 + .20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 +
.20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 + .20) x (1 + .20)] -
1 = 791.61%, WHICH IS THE MAXIMUM POSSIBLE VALUE FOR THE STOCK RETURN.
STOCK RETURN PAYMENT = $10.00 x 7.9161 = $79.16
MATURITY PAYMENT = $10.00 + $79.16 = $89.16 PER TARGETS, THE MAXIMUM POSSIBLE
MATURITY PAYMENT.
EXAMPLE 4: THE PRICE OF THE COMMON STOCK AT MATURITY IS GREATER THAN ITS
PRICE AT ISSUANCE, THE PRICE OF THE COMMON STOCK INCREASED
STEADILY THROUGHOUT ALL BUT ONE OF THE RESET PERIODS DURING THE
TERM OF THE TARGETS, BUT THERE WAS A DECLINE IN THE PRICE OF
THE COMMON STOCK RESULTING IN A PERIODIC CAPPED RETURN BELOW
-86.55% ON ONE RESET DATE (IF THIS OCCURS, THE MATURITY PAYMENT
WILL ALWAYS BE LESS THAN THE AMOUNT OF YOUR INVESTMENT):
<TABLE>
<CAPTION>
RESET DATES
--------------------------------------------------------------------------------------------------------
MAY 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15,
2000 2000 2000 2001 2001 2001 2001 2002 2002
-------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Price of
Stock.............. 125.00 150.00 200.00 250.00 300.00 30.00 80.00 120.00 200.00
Periodic Capped
Return............. 20% 20% 20% 20% 20% -90% 20% 20% 20%
<CAPTION>
RESET DATES
---------------------------------
AUG. 15, NOV. 15, FEB. 15,
2002 2002 2003
--------- --------- ---------
<S> <C> <C> <C>
Closing Price of
Stock.............. 275.00 375.00 500.00
Periodic Capped
Return............. 20% 20% 20%
</TABLE>
STOCK RETURN = [(1 + .2) x (1 + .2) x (1 + .2) x (1 + .2) x (1 + .2) x (1 - .90)
x (1 + .2) x (1 + .2) x (1 + .2) x (1 + .2) x (1 + .2) x (1 + .2)] - 1 = -25.70%
STOCK RETURN PAYMENT = $10.00 x -.257 = -$2.57
MATURITY PAYMENT = $10.00 - $2.57 = $7.43 PER TARGETS, LESS THAN THE AMOUNT OF
YOUR INITIAL INVESTMENT (EVEN THOUGH THE PRICE OF THE COMMON STOCK AT MATURITY
IS GREATER THAN ITS PRICE AT ISSUANCE).
The following two examples 5 and 6 show that if the price of the common
stock fluctuates over the term of the TARGETS and is greater at maturity than at
issuance, the maturity payment on the TARGETS may be less or more than the
amount of your initial investment, depending on the size of the increases and
decreases in the price of the TARGETS during each quarter.
EXAMPLE 5: THE PRICE OF THE COMMON STOCK AT MATURITY IS GREATER THAN ITS
PRICE AT ISSUANCE, AND THE PRICE OF THE COMMON STOCK FLUCTUATED
DURING THE TERM OF THE TARGETS, ENDING BELOW THE INITIAL
STARTING VALUE ON MORE THAN ONE RESET DATE:
<TABLE>
<CAPTION>
RESET DATES
--------------------------------------------------------------------------------------------------------
MAY 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15,
2000 2000 2000 2001 2001 2001 2001 2002 2002
-------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Price of
Stock.............. 115.00 132.25 112.41 95.55 109.88 126.36 107.41 91.30 77.60
Periodic Capped
Return............. 15% 15% -15% -15% 15% 15% -15% -15% -15%
<CAPTION>
RESET DATES
---------------------------------
AUG. 15, NOV. 15, FEB. 15,
2002 2002 2003
--------- --------- ---------
<S> <C> <C> <C>
Closing Price of
Stock.............. 65.96 81.00 105.00
Periodic Capped
Return............. -15% 20% 20%
</TABLE>
STOCK RETURN = [(1 + .15) x(1 + .15) x (1 - .15) X (1 - .15) x (1 + .15) x (1 +
.15) x (1 - .15) x (1 - .15) x (1 - .15) x (1 - .15) x (1 + .20) x (1 + .20)] -
1 = -5.01%
STOCK RETURN PAYMENT = $10.00 x -.0501 = -$0.50
MATURITY PAYMENT = $10.00 - $0.50 = $9.50 PER TARGETS, LESS THAN THE AMOUNT OF
YOUR INITIAL INVESTMENT (EVEN THOUGH THE PRICE OF THE COMMON STOCK AT MATURITY
IS GREATER THAN ITS PRICE AT ISSUANCE).
6
<PAGE> 8
EXAMPLE 6: THE PRICE OF THE COMMON STOCK AT MATURITY IS GREATER THAN ITS
PRICE AT ISSUANCE, AND THE PRICE OF THE COMMON STOCK FLUCTUATED
DURING THE TERM OF THE TARGETS, ENDING BELOW THE INITIAL
STARTING VALUE ON MORE THAN ONE RESET DATE:
<TABLE>
<CAPTION>
RESET DATES
--------------------------------------------------------------------------------------------------------
MAY 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15,
2000 2000 2000 2001 2001 2001 2001 2002 2002
-------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Price of
Stock.............. 120.00 144.00 122.40 104.04 119.65 137.59 116.95 99.41 84.50
Periodic Capped
Return............. 20% 20% -15% -15% 15% 15% -15% -15% -15%
<CAPTION>
RESET DATES
---------------------------------
AUG. 15, NOV. 15, FEB. 15,
2002 2002 2003
--------- --------- ---------
<S> <C> <C> <C>
Closing Price of
Stock.............. 71.82 86.19 103.43
Periodic Capped
Return............. -15% 20% 20%
</TABLE>
STOCK RETURN = [(1 + .20) x (1 + .20) x (1 - .15) x (1 - .15) x (1 + .15) x (1 +
.15) x (1 - .15) x (1 - .15) x (1 - .15) x (1 - .15) x (1 + .20) x (1 + .20)] -
1 = 3.43%
STOCK RETURN PAYMENT = $10.00 x .0343 = $0.34
MATURITY PAYMENT = $10.00 + $0.34 = $10.34 PER TARGETS, MORE THAN THE AMOUNT OF
YOUR INITIAL INVESTMENT.
EXAMPLE 7: THE PRICE OF THE COMMON STOCK AT MATURITY IS GREATER THAN ITS
PRICE AT ISSUANCE, THE PRICE OF THE COMMON STOCK FLUCTUATES
DURING THE TERM OF THE TARGETS AND THE FLUCTUATIONS IN EACH
RESET PERIOD EXCEED [20%]:
<TABLE>
<CAPTION>
RESET DATES
-----------------------------------------------------------------------------------------------------
MAY 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15,
2000 2000 2000 2001 2001 2001 2001 2002 2002
-------- --------- -------- --------- --------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Price of
Stock.............. 70.00 120.00 80.00 110.00 77.00 129.00 86.00 150.00 107.10
Periodic Capped
Return............. -30% 20% -33.3% 20% -30% 20% -33.3% 20% -28.6%
<CAPTION>
RESET DATES
--------------------------------
AUG. 15, NOV. 15, FEB. 15,
2002 2002 2003
--------- -------- ---------
<S> <C> <C> <C>
Closing Price of
Stock.............. 200.00 142.80 195.00
Periodic Capped
Return............. 20% -28.6% 20%
</TABLE>
STOCK RETURN = [(1 - .30) x (1 + .2) x (1 - .333) x (1 + .2) x (1 - .30) x (1 +
.2) x (1 - .333) x (1 + .2) x (1 - .286) x (1 + .2) x (1 - .286) x (1 + .2)] - 1
= -66.81%
STOCK RETURN PAYMENT = $10.00 x -.6681 = -$6.68
MATURITY PAYMENT = $10.00 - $6.68 = $3.32 PER TARGETS, LESS THAN THE AMOUNT OF
YOUR INITIAL INVESTMENT (EVEN THOUGH THE PRICE OF THE COMMON STOCK AT MATURITY
IS GREATER THAN ITS PRICE AT ISSUANCE).
EXAMPLE 8: THE PRICE OF THE COMMON STOCK AT MATURITY IS LESS THAN ITS
PRICE AT ISSUANCE:
<TABLE>
<CAPTION>
RESET DATES
--------------------------------------------------------------------------------------------------------
MAY 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15, AUG. 15, NOV. 15, FEB. 15, MAY. 15,
2000 2000 2000 2001 2001 2001 2001 2002 2002
-------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Price of
Stock.............. 115.00 132.25 112.41 129.27 109.88 93.40 107.41 123.52 142.05
Periodic Capped
Return............. 15% 15% -15% 15% -15% -15% 15% 15% 15%
<CAPTION>
RESET DATES
---------------------------------
AUG. 15, NOV. 15, FEB. 15,
2002 2002 2003
--------- --------- ---------
<S> <C> <C> <C>
Closing Price of
Stock.............. 120.74 96.59 85.00
Periodic Capped
Return............. -15% -20% -12%
</TABLE>
STOCK RETURN = [(1 + .15) x (1 + .15) x (1 - .15) x (1 + .15) x (1 - .15) x (1 -
.15) x (1 + .15) x (1 + .15) x (1 + .15) x (1 - .15) x (1 - .20) x (1 - .12)] -
1 = -15%
STOCK RETURN PAYMENT = $10.00 x -.15 = -$1.50
MATURITY PAYMENT = $10.00 - $1.50 = $8.50 PER TARGETS, LESS THAN THE AMOUNT OF
YOUR INITIAL INVESTMENT.
ACCELERATION OF MATURITY
If one of the acceleration events described below occurs, the treasury
securities will be sold and Trust [VI] will be liquidated. You will receive for
each TARGETS the accelerated maturity payment and a pro rata portion of the
proceeds of the sale of the treasury securities, plus any accrued and unpaid
yield enhancement payments.
The accelerated maturity payment per TARGETS will be calculated in the same
manner as the maturity payment and as though the date on which the acceleration
event occurred were the maturity date.
You will receive payment before holders of the common securities if an
acceleration event occurs or Salomon Smith Barney Holdings defaults on any of
its obligations under its guarantee.
7
<PAGE> 9
Any of the following will constitute an acceleration event:
- the occurrence of certain adverse tax consequences to Trust [VI],
- the classification of Trust [VI] as an "investment company" under the
Investment Company Act, or
- the initiation of bankruptcy proceedings regarding Salomon Smith Barney
Holdings.
TARGETS PAYMENTS GUARANTEE
Salomon Smith Barney Holdings has guaranteed that if a payment on the
forward contract or the treasury securities is made to Trust [VI] but, for any
reason, Trust [VI] does not make the corresponding payment to you, then Salomon
Smith Barney Holdings will make the payment directly to you. You should refer to
the section "Description of the Guarantee" in this prospectus.
VOTING RIGHTS
You will have limited voting rights with respect to Trust [VI] and will not
be entitled to vote to appoint, remove or replace, or increase or decrease the
number of, the trustees. These voting rights will be held exclusively by Salomon
Smith Barney Holdings, as the holder of the common securities. You will,
however, have the right to direct The Chase Manhattan Bank, as trustee of Trust
[VI] and as holder of the forward contract and the treasury securities, to
exercise its rights as trustee and to direct the time, method and place of any
proceeding for any remedy available to the trustee.
You will have no voting rights and no ownership interest in any common
stock of .
HISTORICAL PERFORMANCE OF THE COMMON STOCK
We have provided a table showing the high and low sales prices for the
common stock of for each quarter since the first
quarter of 1995. You can find this table in the section "Historical Data on the
Common Stock" in this prospectus. We have provided this historical information
to help you evaluate the behavior of the common stock in recent years. However,
past performance is not necessarily indicative of how the common stock will
perform in the future. You should also refer to the section "Risk Factors -- You
Have No Rights Against Even Though the Maturity Payment on the
TARGETS is Based on the Price of Stock" in this prospectus.
The TARGETS are obligations of Trust [VI] and, to the extent of the
guarantee, of Salomon Smith Barney Holdings. Even though the maturity payment
will reflect the market price of the common stock of at maturity,
has no obligations under the TARGETS or Salomon Smith Barney
Holdings' guarantee.
THE FORWARD CONTRACT
The forward contract will be issued under an indenture between Salomon
Smith Barney Holdings and The Chase Manhattan Bank, as trustee. Salomon Smith
Barney Holdings conducts other business with The Chase Manhattan Bank.
Trust [VI] will purchase the forward contract from Salomon Smith Barney
Holdings on the date the TARGETS are issued. Under the forward contract, Salomon
Smith Barney Holdings will be required to pay to Trust [VI] the total maturity
payments, or the total accelerated maturity payments, and any yield enhancement
payments. The forward contract is a prepaid "cash-settled" forward contract
under which Salomon Smith Barney Holdings will settle its obligations in cash
rather than in securities. The proceeds from the sale of the forward contract
will be used by Salomon Smith Barney Holdings for general corporate purposes.
You should refer to the sections in this prospectus "Use of Proceeds and Hedging
Activities", "Description of the Forward Contract" and "Risk Factors -- Because
Purchases and Sales by Affiliates of Salomon Smith Barney Holdings May Reduce
the Price of the Common Stock, Your Maturity Payment or the Price You Receive if
You Sell Your TARGETS May Be Reduced".
8
<PAGE> 10
U.S. FEDERAL INCOME TAXES
If you are a U.S. individual or taxable entity, you generally will be
required to pay taxes on only a portion of each quarterly cash distribution you
receive from Trust [VI], which will be ordinary income. The remaining portion of
each quarterly cash distribution that you receive from Trust [VI] will be
treated as a tax-free return of your investment in the TARGETS and will reduce
your tax basis in them. If you hold your TARGETS until they mature or if you
sell your TARGETS, you will have a capital gain or loss equal to the difference
between your tax basis in the TARGETS and the cash you receive. You should refer
to the section "United States Federal Income Tax Considerations" in this
prospectus.
THE ROLE OF SALOMON SMITH BARNEY HOLDINGS' SUBSIDIARY, SALOMON SMITH BARNEY INC.
Salomon Smith Barney Holdings' subsidiary, Salomon Smith Barney Inc., is
the underwriter for the offering and sale of the TARGETS. After the initial
offering, Salomon Smith Barney Inc. and/or other broker-dealer affiliates of
Salomon Smith Barney Holdings intend to buy and sell TARGETS to create a
secondary market for holders of the TARGETS, and may engage in other activities
described in "Underwriting". However, neither Salomon Smith Barney Inc. nor any
of these affiliates will be obligated to engage in any market-making activities,
or continue them once it has started.
SALOMON SMITH BARNEY HOLDINGS
Salomon Smith Barney Holdings Inc. is a holding company that provides
investment banking, securities and commodities trading, brokerage, asset
management and other financial services through its subsidiaries. Salomon Smith
Barney Holdings is a subsidiary of Citigroup Inc., a diversified financial
services holding company.
Salomon Smith Barney Holdings' ratios of earnings to fixed charges (Salomon
Smith Barney Holdings has no outstanding preferred stock) since 1995 are as
follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.......................... 1.46 1.11 1.17 1.37 1.20
</TABLE>
ERISA
It is our view that employee benefit plans subject to ERISA and individual
retirement accounts, Keogh plans and other similar plans can, generally,
purchase TARGETS. However, each plan and account should consider whether the
purchase of TARGETS is prudent and consistent with the documents governing the
plan or account. The fiduciary rules governing plans and accounts are complex
and individual considerations may apply to a particular plan or account.
Accordingly, any fiduciary of any plan or account should consult with its legal
advisers to determine whether the purchase of TARGETS is permissible under the
fiduciary rules. Each employee benefit plan subject to the fiduciary
responsibility provisions of ERISA and each individual retirement account, Keogh
plan and other similar plan will be deemed to have made certain representations
concerning its purchase or other acquisition of TARGETS. You should refer to the
section "ERISA Considerations" in this prospectus.
9
<PAGE> 11
RISK FACTORS
You should carefully consider the following risk factors in addition to the
other information contained in this prospectus before investing in the TARGETS.
Hypothetical examples illustrating certain of the risks described in each of the
first four risk factors can be found above in the section "Maturity Payment --
Hypothetical Examples".
YOUR INVESTMENT IN THE TARGETS WILL RESULT IN A LOSS IF THE PRICE OF THE COMMON
STOCK DECLINES
The amount that you receive at maturity will depend on the price of the
common stock on each reset date and over the 10-day calculation period prior to
maturity. The amount of the maturity payment may be less than the amount you
paid for your TARGETS, except to the extent of any quarterly distributions. For
example, if the price of the common stock over the 10-day calculation period
prior to maturity is less than the price of the common stock at the time the
TARGETS are issued (even if the price of the common stock had been greater than
that value at some time during the term of the TARGETS), the maturity payment
for each TARGETS will be less than the initial offering amount of each TARGETS,
in which case your investment in the TARGETS will result in a loss, except to
the extent of any quarterly distributions. If the value of the stock return is
zero on the final scheduled distribution date, you will receive only the
principal amount per TARGETS. If becomes insolvent or bankrupt,
an investment in the TARGETS could result in a loss of the amount invested,
except to the extent of any quarterly distributions.
YOUR INVESTMENT IN THE TARGETS MAY RESULT IN A LOSS EVEN IF THE PRICE OF THE
COMMON STOCK RISES
If the price of the common stock declines during the period between the
issue date and the first quarterly distribution date or in any subsequent
quarter during the term of the TARGETS, the value of the periodic capped return
for that period will be negative. Because the amount of the payment to you at
maturity is based on the compounded value of the periodic capped return for the
period between the issue date and the first quarterly distribution date and in
each subsequent quarter during the term of the TARGETS, the likelihood that the
value of the stock return will be negative increases as the number of periodic
capped returns with negative values increases and as the size of the decline in
the price of the common stock in any period increases. As demonstrated by some
of the hypothetical examples in the section "Payment at Maturity" above, the
maturity payment may be less than the amount of your investment even if the
price of the common stock has increased during one or more quarters during the
term of the TARGETS or if the price of the common stock as of the maturity date
is greater than its price at issuance. In fact, if the common stock declines in
any single period by [86.55]% or more, the maturity payment amount will be less
than the amount of your investment, even if the price of the common stock
increases in every other period.
THE APPRECIATION OF YOUR INVESTMENT IN THE TARGETS WILL BE CAPPED
The TARGETS provide less opportunity for equity appreciation than a direct
investment in the common stock because the periodic capped return will operate
to limit the portion of any appreciation in the price of the common stock in
which you will share to approximately the first [20]% of the increase in the
period between the issue date and the first quarterly distribution date and in
any subsequent quarter, but will not limit your exposure in any period to any
depreciation in the price of the common stock. If the price of the common stock
increases by more than [20]% in any such period during the term of the TARGETS,
your return on the TARGETS will be less than your return on a similar security
that was directly linked to the common stock but was not subject to a cap on
appreciation.
YOU HAVE NO RIGHTS AGAINST EVEN THOUGH THE
MATURITY PAYMENT ON THE TARGETS IS BASED ON THE PRICE OF
COMMON STOCK
The historical common stock price is not an indicator of the future
performance of the common stock during the term of the TARGETS. Changes in the
price of the common stock will affect the trading price of the TARGETS, but it
is impossible to predict whether the price of the common stock will rise or
fall.
10
<PAGE> 12
The yield on the TARGETS is higher than the current dividend yield on the
common stock. However, it may not remain higher through the term of the TARGETS
if increases its dividends. In addition, you will
not receive dividends or other distributions paid on the common stock.
is not in any way involved with this offering
and has no obligations relating to the TARGETS or holders of the TARGETS. In
addition, you will have no voting rights with respect to the common stock of
.
is currently subject to SEC reporting
requirements, and distributes reports, proxy statements and other information to
its stockholders. In the event that ceases to be
subject to these reporting requirements, pricing information for the TARGETS may
be more difficult to obtain and the value, trading price and liquidity of the
common stock and the TARGETS may be reduced.
THE PRICE AT WHICH YOU WILL BE ABLE TO SELL YOUR TARGETS PRIOR TO MATURITY MAY
BE SUBSTANTIALLY LESS THAN THE AMOUNT YOU ORIGINALLY INVEST
We believe that the trading value of the TARGETS will depend on the price
of the common stock and on a number of other factors. Some of these factors are
interrelated in complex ways. As a result, the effect of any one factor may be
offset or magnified by the effect of another factor. The price at which you will
be able to sell the TARGETS prior to maturity may be substantially less than the
amount you originally invest if the value of the common stock at that time is
less than the price of the common stock when the TARGETS are purchased. The
following paragraphs describe what we expect to be the impact on the market
value of the TARGETS of a change in a specific factor, assuming all other
conditions remain constant.
Common Stock Price. We expect that the market value of the TARGETS will
depend substantially on the amount, if any, by which the common stock price
changes from the price of the common stock when the TARGETS are issued. If you
choose to sell your TARGETS when the common stock price exceeds the common stock
price at the time the TARGETS were issued, you may receive substantially less
than the amount that would be payable at maturity based on that common stock
price because of expectations that the common stock will continue to fluctuate
until the maturity payment is determined. Increases in the price of the common
stock above the [20]% cap on quarterly appreciation may not be reflected in the
trading price of the TARGETS. If you choose to sell your TARGETS when the common
stock price is below the common stock price at the time the TARGETS were issued,
you can expect to receive less than the amount you originally invested, except
to the extent of any quarterly distributions. Because of the cap on quarterly
appreciation, the price at which you will be able to sell your TARGETS prior to
maturity may be substantially less than the amount originally invested, even if
the price of the common stock when you sell your TARGETS is equal to, or higher
than, the price of the common stock at the time you bought your TARGETS.
Trading prices of the common stock will be influenced by
's results of operations and by complex and
interrelated political, economic, financial and other factors that can affect
the capital markets generally, 's market segment
and the stock exchange on which the common stock is traded. Salomon Smith Barney
Holdings' hedging activities in the common stock of its obligations under the
forward contract, the issuance of securities similar to the TARGETS and other
trading activities by Salomon Smith Barney Holdings, its affiliates and other
market participants can affect the price of the common stock.
Interest Rates. Because the TARGETS pay quarterly distributions, we expect
that the trading value of the TARGETS will be affected by changes in interest
rates. In general, if U.S. interest rates increase, the trading value of the
TARGETS may decrease. If U.S. interest rates decrease, the trading value of the
TARGETS may increase. Interest rates may also affect the U.S. economy and, in
turn, the price of the common stock, which, for the reasons discussed above,
would affect the value of the TARGETS. Rising U.S. interest rates may result in
a lower common stock price and, thus, a lower value of the TARGETS. Falling U.S.
interest rates may result in a higher common stock price and, thus, a higher
value of the TARGETS.
11
<PAGE> 13
Dividend Yields. If the dividend yield on the common stock increases, we
expect that the value of the TARGETS may decrease, since the TARGETS do not
incorporate the value of such payments. Conversely, if the dividend yield on the
common stock decreases, the value of the TARGETS may increase.
Salomon Smith Barney Holdings' Credit Ratings, Financial Condition and
Results. Actual or anticipated changes in Salomon Smith Barney Holdings' credit
ratings, financial condition or results may affect the market value of the
TARGETS.
Economic Conditions and Earnings Performance of . General
economic conditions and the earnings results of and real or
anticipated changes in such conditions or results may affect the market value of
the TARGETS.
The impact of one of the factors specified above, such as an increase in
interest rates, may offset some or all of any change in the trading value of the
TARGETS attributable to another factor, such as an increase in the price of the
common stock.
In general, assuming all relevant factors are held constant, we expect that
the effect on the trading value of the TARGETS of a given change in most of the
factors listed above will be less if it occurs later in the term of the TARGETS
than if it occurs earlier in the term of the TARGETS, except that we expect that
the effect on the trading value of the TARGETS of a given increase in the price
of the common stock will be greater if it occurs later in the term of the
TARGETS than if it occurs earlier in the term of the TARGETS.
BECAUSE THE MATURITY OF THE TARGETS CAN BE ACCELERATED, THE TRADING PRICE OF THE
TARGETS MAY BE LESS THAN YOU WOULD OTHERWISE EXPECT
If an acceleration event occurs, the maturity of the TARGETS will be
accelerated and you will receive with respect to each TARGETS the accelerated
maturity payment and a pro rata portion of the proceeds of the sale of the
treasury securities. Because the amount that would be payable on the accelerated
maturity date is uncertain, since it would depend on when an acceleration event
occurs, the trading price of the TARGETS may be less than what you would
otherwise expect based on the price of the common stock and the level of
interest rates at a particular time.
YOU MAY NOT RECEIVE YIELD ENHANCEMENT PAYMENTS ON THE DATE THEY ARE DUE BECAUSE
THEY CAN BE DEFERRED
The failure by Salomon Smith Barney Holdings to make any yield enhancement
payments on the date they are due will not constitute an acceleration event.
Salomon Smith Barney Holdings will be allowed under the forward contract to
delay making any unpaid yield enhancement payments until the maturity date or
the accelerated maturity date.
YOU WILL HAVE LIMITED VOTING RIGHTS WITH RESPECT TO TRUST [VI] AND THE TRUSTEES
You will have limited voting rights with respect to Trust [VI] and will not
be entitled to vote to appoint, remove or replace, or increase or decrease the
number of, the trustees. These voting rights will be held exclusively by Salomon
Smith Barney Holdings, as the holder of the common securities of Trust [VI]. You
should refer to the section "Description of the TARGETS -- Voting Rights" in
this prospectus.
THE MATURITY PAYMENT ON THE TARGETS MAY BE REDUCED IF THE COMMON STOCK IS
DILUTED BECAUSE THE MATURITY PAYMENT WILL NOT BE ADJUSTED FOR ALL EVENTS THAT
DILUTE THE COMMON STOCK
The maturity payment and accelerated maturity payment are subject to
adjustment for a number of events arising from stock splits and combinations,
stock dividends, a number of other actions of that modify its
capital structure and a number of other transactions involving ,
as well as for a liquidation, dissolution or winding up of . You
should refer to the section "Description of the TARGETS -- Dilution
Adjustments". The maturity payment and accelerated maturity payment will not be
adjusted for other events that may adversely affect the price of the common
stock, such as offerings of common stock for cash or in connection with
acquisitions. Because of the relationship of the maturity payment and
accelerated maturity payment to the price of the common stock, such other events
may reduce the maturity payment on the TARGETS.
12
<PAGE> 14
IF THE INTERNAL REVENUE SERVICE ASSERTS THAT OUR TAX CHARACTERIZATION OF THE
TARGETS IS INCORRECT, YOU MAY BE REQUIRED TO PAY TAXES ON INCOME BEFORE YOU
ACTUALLY RECEIVE IT OR AT A HIGHER RATE THAN YOU WOULD OTHERWISE EXPECT
No statutory, judicial or administrative authority directly addresses the
characterization of the TARGETS or instruments similar to the TARGETS for U.S.
federal income tax purposes. As a result, significant aspects of the U.S.
federal income tax consequences of an investment in the TARGETS are not certain.
There is no ruling from the Internal Revenue Service with respect to the TARGETS
and the Internal Revenue Service may not agree with the conclusions expressed
under the section "United States Federal Income Tax Considerations" in this
prospectus.
YOU MAY NOT BE ABLE TO SELL YOUR TARGETS IF AN ACTIVE TRADING MARKET FOR THE
TARGETS DOES NOT DEVELOP
We will apply to list the TARGETS on the .
However, there may not be a secondary market in the TARGETS and, if there is a
secondary market, it may not be liquid. If the secondary market for the TARGETS
is limited, there may be few buyers should you choose to sell your TARGETS prior
to maturity. This may affect the price you receive.
In addition, any market that develops for the TARGETS may influence and is
likely to be influenced by the market for the common stock. For example, the
price of the common stock could be affected by (i) sales of common stock by
investors who view the TARGETS as a more attractive means of equity
participation in and (ii) hedging or arbitrage
trading activity that may develop involving the TARGETS and the common stock.
BECAUSE PURCHASES AND SALES BY AFFILIATES OF SALOMON SMITH BARNEY HOLDINGS MAY
REDUCE THE PRICE OF THE COMMON STOCK, YOUR MATURITY PAYMENT OR THE PRICE YOU
RECEIVE IF YOU SELL YOUR TARGETS MAY BE REDUCED
Salomon Smith Barney Holdings' affiliates, including Salomon Smith Barney
Inc., may from time to time buy or sell the common stock or derivative
instruments relating to the common stock for their own accounts in connection
with their normal business practices or in connection with hedging Salomon Smith
Barney Holdings' obligations under the forward contract. These transactions
could affect the price of the common stock. You should refer to the section "Use
of Proceeds and Hedging Activities" in this prospectus.
Salomon Smith Barney Inc. or an affiliate may enter into a swap agreement
with one of Salomon Smith Barney Holdings' other affiliates in connection with
the sale of the TARGETS and may earn additional income as a result of payments
pursuant to the swap or related hedge transactions.
THE PAYMENTS YOU RECEIVE ON THE TARGETS WILL LIKELY BE DELAYED OR REDUCED IN THE
EVENT OF A BANKRUPTCY OF SALOMON SMITH BARNEY HOLDINGS
Although the TARGETS are securities of Trust [VI], the ability of Trust
[VI] to make payments under the TARGETS depends upon its receipt from Salomon
Smith Barney Holdings under the forward contract of (i) the total maturity
payments or total accelerated maturity payments and (ii) any yield enhancement
payments. The ability of Salomon Smith Barney Holdings to meet its obligations
under the forward contract and, in turn, the ability of Trust [VI] to meet its
obligations under the TARGETS, therefore depends on the solvency and
creditworthiness of Salomon Smith Barney Holdings. In the event of a bankruptcy
of Salomon Smith Barney Holdings, any recovery by the holders of TARGETS will
likely be substantially delayed and may be less than each holder's pro rata
portion of the forward contract.
13
<PAGE> 15
AVAILABLE INFORMATION
Salomon Smith Barney Holdings files annual, quarterly and special reports,
proxy statements and other information (File No. 1-4346) with the SEC. You may
read and copy any document Salomon Smith Barney Holdings files at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Salomon Smith Barney Holdings' SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.
Separate financial statements of Trust [VI] have not been included in this
prospectus. Salomon Smith Barney Holdings does not believe that these financial
statements would be material to you because
- Salomon Smith Barney Holdings, an SEC reporting company, owns all the
voting securities of Trust [VI],
- Trust [VI] has no independent operations,
- Salomon Smith Barney Holdings is the obligor under the forward contract,
and
- Salomon Smith Barney Holdings has fully and unconditionally guaranteed
Trust [VI]'s obligations under the TARGETS to the extent that Trust [VI]
has funds available to meet its obligations.
In its future filings under the Securities Exchange Act of 1934, a footnote
to Salomon Smith Barney Holdings' annual financial statements will state
- that Trust [VI] is consolidated with Salomon Smith Barney Holdings,
- that the sole assets of Trust [VI] are the forward contract and the
treasury securities, and
- that the guarantee, when taken together with the forward contract, the
related indenture, the declaration of trust of Trust [VI] and Salomon
Smith Barney Holdings' obligations to pay all fees and expenses of Trust
[VI], constitutes a full and unconditional guarantee by Salomon Smith
Barney Holdings of Trust [VI]'s obligations under the TARGETS.
Salomon Smith Barney Holdings and Trust [VI] have filed with the SEC a
registration statement (No. 333- ) which contains additional information
not included in this prospectus. A copy of the registration statement can be
obtained from the SEC as described above or from Salomon Smith Barney Holdings.
The SEC allows Salomon Smith Barney Holdings to "incorporate by reference"
the information it files, which means that Salomon Smith Barney Holdings can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information filed with the SEC will update and supersede
this information. We incorporate by reference the documents filed by Salomon
Smith Barney Holdings listed below and any future filings made by Salomon Smith
Barney Holdings with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act until the later of the completion of the offering of the
TARGETS and the cessation of market making activities in the TARGETS by Salomon
Smith Barney Inc. and its broker-dealer affiliates:
- Annual Report on Form 10-K for the year ended December 31, 1999, and
- Current Report on Form 8-K filed on January 18, 2000.
14
<PAGE> 16
You may request a copy of these filings, at no cost, by writing or
telephoning Salomon Smith Barney Holdings at the following address:
Treasurer
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, NY 10013
212-816-6000
You should rely only on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
15
<PAGE> 17
SALOMON SMITH BARNEY HOLDINGS
Salomon Smith Barney Holdings operates through its subsidiaries in two
business segments, Investment Services and Asset Management. Salomon Smith
Barney Holdings provides investment banking, securities and commodities trading,
capital raising, asset management, advisory, research and brokerage services to
its customers, other financial services and executes proprietary trading
strategies on its own behalf. As used in this section, unless the context
otherwise requires, Salomon Smith Barney Holdings refers to Salomon Smith Barney
Holdings Inc. and its consolidated subsidiaries.
Citigroup Inc., Salomon Smith Barney Holdings' parent, is a diversified
holding company whose businesses provide a broad range of financial services to
consumer and corporate customers around the world. Citigroup Inc.'s activities
are conducted through Global Consumer, Global Corporate and Investment Bank,
Asset Management, and Investment Activities.
Salomon Smith Barney Holdings is a global, full-service investment banking
and securities brokerage firm. Salomon Smith Barney Holdings provides a full
range of financial advisory, research and capital raising services to
corporations, governments and individuals. The firm's 11,300 Financial
Consultants, located in approximately 475 offices across the United States,
service approximately 6.6 million client accounts, representing approximately
$965 billion in assets.
Salomon Smith Barney Holdings' global investment banking services encompass
a full range of capital market activities, including the underwriting and
distribution of debt and equity securities for United States and foreign
corporations and for state, local and other governmental and government
sponsored authorities. Salomon Smith Barney Holdings frequently acts as an
underwriter or private placement agent in corporate and public securities
offerings and provides alternative financing options. It also provides financial
advice to investment banking clients on a wide variety of transactions including
mergers and acquisitions, divestitures, leveraged buyouts, financial
restructurings and a variety of cross-border transactions.
The Private Client Division provides investment advice and financial
planning and brokerage services for almost six million client accounts,
primarily through the network of Salomon Smith Barney Financial Consultants.
The Asset Management segment is comprised of two primary asset management
business platforms: Salomon Brothers Asset Management and the Smith Barney Asset
Management division of Salomon Smith Barney Inc. These companies offer a broad
range of asset management products and services from global investment centers,
including mutual funds, closed-end funds, managed accounts and unit investment
trusts.
The principal offices of Salomon Smith Barney Holdings are located at 388
Greenwich Street, New York, New York 10013, telephone number (212) 816-6000.
Salomon Smith Barney Holdings was incorporated in New York in 1977.
16
<PAGE> 18
USE OF PROCEEDS AND HEDGING ACTIVITIES
Trust [VI] will use approximately % of the total proceeds from the
sale of the TARGETS and the common securities to buy the forward contract from
Salomon Smith Barney Holdings, and approximately % of the proceeds to buy
the treasury securities. Salomon Smith Barney Holdings will use a portion of the
net proceeds from the sale of the forward contract for general corporate
purposes, which may include capital contributions to subsidiaries of Salomon
Smith Barney Holdings and/or the reduction or refinancing of borrowings of
Salomon Smith Barney Holdings or its subsidiaries. In order to fund its
business, Salomon Smith Barney Holdings expects to incur additional debt in the
future. To the extent that any TARGETS the underwriter is purchasing for resale
are not sold, the aggregate proceeds to Salomon Smith Barney Holdings and its
subsidiaries would be reduced. Salomon Smith Barney Holdings or an affiliate may
enter into a swap agreement with one of Salomon Smith Barney Holdings'
affiliates in connection with the sale of the TARGETS and may earn additional
income as a result of payments pursuant to such swap or related hedge
transactions.
Salomon Smith Barney Holdings or one or more of its subsidiaries will use
the remainder of the net proceeds from the sale of the forward contract for
hedging activities related to Salomon Smith Barney Holdings' obligations under
the forward contract. On or prior to the closing date of the TARGETS offering,
Salomon Smith Barney Holdings, directly or through its subsidiaries, will hedge
its anticipated exposure under the forward contract by the purchase or sale of
common stock of or options, futures contracts, forward contracts
or swaps or options on the foregoing, or other derivative or synthetic
instruments related to, the common stock.
From time to time after the initial sale of the TARGETS and prior to the
maturity date or accelerated maturity date, depending on market conditions,
including the price of the common stock, Salomon Smith Barney Holdings expects
that it or its subsidiaries will increase or decrease their initial hedge
positions through various transactions and may purchase or sell common stock or
options, swaps, futures contracts, forward contracts or other derivative or
synthetic instruments related to the common stock. In addition, Salomon Smith
Barney Holdings and its subsidiaries may purchase or sell TARGETS from time to
time. Salomon Smith Barney Holdings or its subsidiaries may also take positions
in other types of appropriate financial instruments that may become available in
the future.
To the extent that Salomon Smith Barney Holdings or its subsidiaries have a
long or short hedge position in the common stock or options, swaps, futures
contracts, forward contracts or other derivative or synthetic instruments
related to the common stock, they may liquidate all or a portion of their
holdings close to maturity of the forward contract and the TARGETS. Depending
on, among other things, future market conditions, the aggregate amount and
composition of those positions are likely to vary over time. Profits or losses
from any of those positions cannot be determined until the position is closed
out and any offsetting position or positions are taken into account. Although
Salomon Smith Barney Holdings has no reason to believe that this hedging
activity will have a material effect on the price of the TARGETS or options,
swaps, futures contracts, forward contracts or other derivative or synthetic
instruments, or on the value of the common stock, the hedging activities of
Salomon Smith Barney Holdings and its subsidiaries may affect those prices or
value.
17
<PAGE> 19
ISSUER OF THE COMMON STOCK
According to publicly available documents, (" ") is
[brief description of issuer of common stock]. is currently subject to
the informational requirements of the Securities Exchange Act. Accordingly,
files reports (including its Annual Report on Form 10-K for the fiscal
year ended and its Quarterly Report on Form 10-Q for the fiscal quarter
ended ), proxy statements and other information with the SEC. Copies of
's registration statements, reports, proxy statements and other
information may be inspected and copied at offices of the SEC at the addresses
listed above under "Available Information".
is not affiliated with Trust [VI], will not receive any of the
proceeds from the sale of the TARGETS and will have no obligations with respect
to the TARGETS, the treasury securities or the forward contract. This prospectus
relates only to the TARGETS offered hereby and does not relate to or the
common stock.
18
<PAGE> 20
HISTORICAL DATA ON THE COMMON STOCK
The common stock is quoted on the under the symbol " ".
The following table sets forth, for each of the quarterly periods indicated, the
high and low sales price for the common stock, as reported on the
and adjusted to reflect stock splits and stock dividends, and the cash dividends
per share of common stock.
<TABLE>
<CAPTION>
DIVIDEND
DECLARED
HIGH LOW PER SHARE
---- --- ---------
<S> <C> <C> <C>
1995
Quarter
First..................................................... $ $
Second....................................................
Third.....................................................
Fourth....................................................
1996
Quarter
First.....................................................
Second....................................................
Third.....................................................
Fourth....................................................
1997
Quarter
First.....................................................
Second....................................................
Third.....................................................
Fourth....................................................
1998
Quarter
First.....................................................
Second....................................................
Third.....................................................
Fourth....................................................
1999
Quarter
First.....................................................
Second....................................................
Third.....................................................
Fourth....................................................
2000
Quarter
First (through , 2000)...........................
</TABLE>
The closing price of the common stock on , 2000 was .
According to Quarterly Report on Form 10-Q for the fiscal
quarter ended , as of , there were
shares of common stock outstanding.
Holders of TARGETS will not be entitled to any rights with respect to the
common stock (including, without limitation, voting rights or rights to receive
dividends or other distributions in respect thereof).
19
<PAGE> 21
TARGETS TRUST [VI]
Trust [VI] is a statutory business trust formed under Delaware law pursuant
to a declaration of trust executed by Salomon Smith Barney Holdings, as sponsor,
and the trustees of TARGETS Trust [VI] (as described below), and the filing of a
certificate of trust with the Secretary of State of the State of Delaware. The
declaration will be amended and restated in its entirety substantially in the
form filed as an exhibit to the registration statement of which this prospectus
forms a part. The amended and restated declaration of trust will be qualified as
an indenture under the Trust Indenture Act of 1939. Upon issuance of the
TARGETS, the purchasers thereof will own all the TARGETS. Salomon Smith Barney
Holdings will directly or indirectly acquire all of the common securities in an
aggregate amount equal to 3% or more of the total capital of Trust [VI].
Trust [VI] will use all the proceeds derived from the issuance of the
TARGETS and the common securities to purchase the forward contract and treasury
securities and, accordingly, the assets of Trust [VI] will consist solely of the
forward contract and treasury securities. Of the total proceeds from the sale of
the trust securities, approximately % to % will be invested by Trust
[VI] in the forward contract and approximately % to % will be invested
by Trust [VI] in the treasury securities. Trust [VI] exists for the exclusive
purposes of
- issuing its trust securities representing undivided beneficial interests
in the assets of Trust [VI],
- investing the gross proceeds of its trust securities in the forward
contract and the treasury securities, and
- engaging only in activities incidental to the above.
Trust [VI]'s business and affairs are conducted by its trustees, each
appointed by Salomon Smith Barney Holdings as holder of the common securities.
Pursuant to the declaration, the number of trustees of Trust [VI] will be five:
- The Chase Manhattan Bank, a New York banking corporation that is
unaffiliated with Salomon Smith Barney Holdings, as the institutional
trustee,
- Chase Manhattan Bank Delaware, a Delaware state banking corporation with
its principal place of business in the State of Delaware, as the Delaware
trustee, and
- three individual trustees who are employees or officers of, or who are
affiliated with, Salomon Smith Barney Holdings. Initially the individual
trustees will be Michael J. Day, Charles W. Scharf and Mark I. Kleinman,
each of whom is an officer of Salomon Smith Barney Holdings.
The institutional trustee will act as the sole indenture trustee under the
declaration for purposes of compliance with the Trust Indenture Act until
removed or replaced by the holder of the common securities. The Chase Manhattan
Bank will also act as indenture trustee under each of the forward contract, and
the guarantee that Salomon Smith Barney Holdings will execute and deliver for
the benefit of the holders of TARGETS.
The institutional trustee will hold title to the forward contract for the
benefit of the holders of Trust [VI]'s trust securities and, in its capacity as
the holder, the institutional trustee will have the power to exercise all
rights, powers and privileges under the indenture pursuant to which the forward
contract is issued. In addition, the institutional trustee will maintain
exclusive control of a segregated non-interest bearing bank account to hold all
payments made in respect of the forward contract and the treasury securities for
the benefit of the holders of Trust [VI]'s trust securities. The institutional
trustee will make payments of distributions and payments on liquidation and
otherwise to the holders of the trust securities out of funds from the
segregated bank account.
The indenture trustee will act as trustee for the forward contract under
the indenture for purposes of compliance with the provisions of the Trust
Indenture Act.
The guarantee trustee will hold the guarantee for the benefit of the
holders of the TARGETS. Salomon Smith Barney Holdings, as direct or indirect
holder of all the common securities, will have the right, subject to certain
restrictions contained in the declaration, to appoint, remove or replace any
trustees and to increase or
20
<PAGE> 22
decrease the number of trustees. Salomon Smith Barney Holdings will pay all fees
and expenses related to Trust [VI] and the offering of Trust [VI]'s trust
securities.
The rights of the holders of the TARGETS, including economic rights, rights
to information and voting rights, are set forth in the declaration, the Delaware
Business Trust Act and the Trust Indenture Act.
The location of the principal executive office of Trust [VI] is c/o Salomon
Smith Barney Holdings Inc., 388 Greenwich Street, New York, New York 10013 and
its telephone number is (212) 816-6000.
DESCRIPTION OF THE TARGETS
The TARGETS will be issued pursuant to the terms of the amended and
restated declaration of trust. The amended and restated declaration of trust
will be qualified as an indenture under the Trust Indenture Act. The
institutional trustee, The Chase Manhattan Bank, will act as the institutional
trustee for the TARGETS under the amended and restated declaration of trust for
purposes of compliance with the provisions of the Trust Indenture Act. The terms
of the TARGETS will include those stated in the amended and restated declaration
of trust and those made part of the amended and restated declaration of trust by
the Trust Indenture Act. Pursuant to the amended and restated declaration of
trust, every holder of TARGETS will be deemed to have expressly assented and
agreed to the terms of, and will be bound by, the amended and restated
declaration of trust. The following is a summary of the terms and provisions of
the TARGETS. This summary does not describe all of the terms and provisions of
the amended and restated declaration of trust and the guarantee. You should read
the forms of these documents, which are filed as exhibits to the Registration
Statement.
GENERAL
The amended and restated declaration of trust authorizes the individual
trustees to issue the trust securities on behalf of Trust [VI]. The trust
securities represent undivided beneficial interests in the assets of Trust [VI].
All of the common securities of Trust [VI] will be owned, directly or
indirectly, by Salomon Smith Barney Holdings. The common securities rank pari
passu with the TARGETS and payments will be made on the common securities on a
pro rata basis with the TARGETS, except that upon the occurrence of an
acceleration event, the rights of the holders of the common securities to
receive payments will be subordinated to the rights of the holders of the
TARGETS. The declaration does not permit the issuance by Trust [VI] of any
securities other than its trust securities or the incurrence of any debt by
Trust [VI]. Pursuant to the declaration, the institutional trustee will hold
title to the forward contract and the treasury securities for the benefit of the
holders of the trust securities. The payment of distributions out of money held
by Trust [VI] and payments upon maturity of the TARGETS out of money held by
Trust [VI] are guaranteed by Salomon Smith Barney Holdings to the extent
described under "Description of the Guarantee". The guarantee will be held by
The Chase Manhattan Bank, the guarantee trustee, for the benefit of the holders
of the TARGETS. The guarantee does not cover payment of distributions when Trust
[VI] does not have sufficient available funds to pay such distributions. In such
event, the remedies of a holder of the TARGETS are to
- vote to direct the institutional trustee to enforce the institutional
trustee's rights under the forward contract and treasury securities,
- if the institutional trustee fails to enforce its rights against Salomon
Smith Barney Holdings, initiate a proceeding against Salomon Smith Barney
Holdings to enforce the institutional trustee's rights under the forward
contract, or
- if the failure by Trust [VI] to pay distributions is attributable to the
failure of Salomon Smith Barney Holdings to pay amounts in respect of the
forward contract, institute a proceeding directly against Salomon Smith
Barney Holdings for enforcement of payment to such holder of the amounts
owed on such holder's pro rata interest in the forward contract.
21
<PAGE> 23
The aggregate number of TARGETS to be issued will be , as described in
"Underwriting". The TARGETS will be issued in fully registered form. TARGETS
will not be issued in bearer form. See "-- Book-Entry Only Issuance".
MATURITY PAYMENT
The TARGETS will mature on , subject to acceleration to the
accelerated maturity date upon an acceleration event. See "-- Acceleration of
Maturity Date; Enforcement of Rights". On the maturity date, holders of the
TARGETS will be entitled to receive, to the extent Trust [VI] has assets
available, the maturity payment with respect to each TARGETS. On the maturity
date, holders of TARGETS will also receive a final quarterly distribution with
respect to each TARGETS, plus any accrued and unpaid yield enhancement payments.
The maturity payment per TARGETS will equal the sum of (A) the initial
principal amount of $
per TARGETS and (B) the stock return payment, which may be positive, zero or
negative.
The stock return payment will equal the product of:
Initial Principal Amount of $ per TARGETS X Stock Return.
The stock return will equal the compounded value of the periodic capped
returns, computed in the following manner, and expressed in this prospectus as a
percentage:
Product of (1.00 + the periodic capped return) for each reset date - 1.00
The periodic capped return for any reset date (including maturity) will
equal the following fraction:
Ending Value - Starting Value
----------------------------------
Starting Value
The periodic capped return for any reset date will not in any circumstance be
greater than a value to be determined on the date the TARGETS are priced, which
value is expected to be [20]%.
The stock return will be calculated by compounding the product of the
periodic capped returns for each of the reset dates. A reset date for the
TARGETS will occur on (1) each quarterly distribution date (February 15, May 15,
August 15 and November 15, beginning , 2000, which is the initial
reset date) and (2) the maturity date or accelerated maturity date, as the case
may be. The stock return cannot be more than [791.61]% (a maximum value that
represents an increase in the price of the common stock of at least [20]% in
each period).
The ending value for any reset date other than at maturity will be the
closing price of the common stock on the relevant reset date or, if that day is
not a trading day, the closing price on the most recent trading day. At
maturity, the ending value will be the ten day closing price of the common
stock.
The starting value for the initial reset date will be $ , which is the
closing price of the common stock on the date the TARGETS are priced for initial
sale to the public. The starting value for each subsequent reset date (including
maturity) will equal the ending value on the immediately preceding reset date.
The closing price of the common stock on any date of determination will be
the daily closing sale price or, if no closing sale price is reported, the last
reported sale price of the common stock as reported on the . If the
common stock is not quoted on a national securities market on that date of
determination, the closing price will be the last reported sale price as
reported in the composite transactions for the principal United States exchange
on which the common stock is listed. If the common stock is not listed on a
United States national or regional securities exchange, the closing price will
be the last quoted bid price for the common stock in the over-the-counter market
as reported by the National Quotation Bureau or similar organization. Upon the
occurrence of certain events described under "-- Dilution Adjustments" below,
the closing price will be calculated by substituting the relevant security for
the common stock.
22
<PAGE> 24
The ten day closing price used to calculate the ending value at maturity
will be the average daily closing sale price or, if no closing sale price is
reported, the last reported sale price of the common stock, as reported on the
for the 10 trading days immediately prior to but not including the
date one business day before the maturity date or the accelerated maturity date,
as the case may be. If the common stock is not quoted on the on any
of those dates, the ten day closing price will be the last reported sale price
as reported in the composite transactions for the principal United States
securities exchange on which the common stock is listed. If the common stock is
not listed on a United States national or regional securities exchange, the ten
day closing price will be the last quoted bid price for the common stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization. Upon the occurrence of certain events described under "-- Dilution
Adjustments" below, the ten day closing price will be calculated by substituting
the relevant security for the common stock.
The periodic capped return is subject to adjustment upon the occurrence of
a number of events involving and its capital structure as described
further under "-- Dilution Adjustments" below.
ACCELERATION OF MATURITY DATE; ENFORCEMENT OF RIGHTS
If at any time an acceleration event occurs, the individual trustees will
give written instructions to the institutional trustee to sell the treasury
securities, dissolve Trust [VI] and, after satisfaction of creditors of Trust
[VI], cause to be distributed, as soon as is practicable following the
occurrence of such acceleration event, to the holders of the TARGETS in
liquidation of such holders' interests in Trust [VI], the accelerated maturity
payment with respect to each TARGETS and a pro rata portion of the treasury
proceeds, plus any accrued and unpaid yield enhancement payments.
The accelerated maturity payment with respect to each TARGETS will be paid
out of amounts received by Trust [VI] from Salomon Smith Barney Holdings in
respect of the forward contract and will be equal to the sum of (A) the initial
principal amount of $ per TARGETS and (B) the stock return as of the
accelerated maturity date.
The accelerated maturity date will be the date of the occurrence of the
event or events constituting such acceleration event.
The treasury proceeds will be the amount received by Trust [VI] as proceeds
from the sale of the treasury securities upon the occurrence of an acceleration
event. The individual trustees will send the institutional trustee written
notice and instructions to liquidate the treasury securities on an accelerated
maturity date. Upon receiving such notice, the institutional trustee will
solicit at least three bids and sell and transfer the treasury securities to the
highest of the three bidders.
The amount of either any accelerated maturity payment or the treasury
proceeds which, in either case, may be distributed to holders of the TARGETS
upon a dissolution and liquidation of Trust [VI] is uncertain. Accordingly, the
amount that a holder of TARGETS may receive on the accelerated maturity date is
uncertain.
An acceleration event will occur upon the occurrence of (1) a "tax event",
(2) an "investment company event" or (3) a "bankruptcy event".
A tax event will occur if Salomon Smith Barney Holdings requests, receives
and delivers to the individual trustees an opinion of nationally recognized
independent tax counsel experienced in such matters indicating that:
(1) on or after the date of this prospectus, one or more of the following
has occurred:
- an amendment to, change in or announced proposed change in the laws, or
any regulations thereunder, of the United States or any political
subdivision or taxing authority thereof or therein,
- a judicial decision interpreting, applying, or clarifying such laws or
regulations,
23
<PAGE> 25
- an administrative pronouncement or action that represents an official
position, including a clarification of an official position, of the
governmental authority or regulatory body making such administrative
pronouncement or taking such action, or
- a threatened challenge asserted in connection with an audit of Salomon
Smith Barney Holdings or any of its subsidiaries or Trust [VI], or a
threatened challenge asserted in writing against any other taxpayer that
has raised capital through the issuance of securities that are
substantially similar to the forward contract or the TARGETS; and
(2) there is more than an insubstantial risk that:
- Trust [VI] is, or will be, subject to United States federal income tax
with respect to income accrued or received on the forward contract or the
treasury securities, or
- Trust [VI] is, or will be, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.
An investment company event will occur if Salomon Smith Barney Holdings
requests, receives and delivers to the individual trustees an opinion of
nationally recognized independent legal counsel experienced in such matters
indicating that as a result of the occurrence on or after the date of this
prospectus of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, Trust [VI] is or will be considered an
investment company which is required to be registered under the Investment
Company Act of 1940.
A bankruptcy event will occur if either of the following takes place:
(1) the entry of a decree or order
- of relief in respect of Salomon Smith Barney Holdings by a court having
jurisdiction in the premises in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law,
- appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of Salomon Smith Barney Holdings
or of any substantial part of its property, or
- ordering the winding up or liquidation of its affairs, and, in each case,
the continuance of any such decree or order unstayed and in effect for a
period of 90 consecutive days; or
(2) an action by Salomon Smith Barney Holdings to:
- commence a voluntary case under the federal bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or
- consent to the entry of an order for relief in an involuntary case under
any such law or to the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator or other similar official of Salomon
Smith Barney Holdings or of any substantial part of its property, or
- make an assignment for the benefit of its creditors, or
- admit in writing its inability to pay its debts generally as they become
due, or
- take corporate action in furtherance of any action.
The phrase pro rata means, with respect to any payment, distribution, or
treatment, proportionately to each holder of trust securities according to the
aggregate beneficial interests in the assets of Trust [VI] represented by the
trust securities held by the relevant holder in relation to the aggregate
beneficial interests in the assets of Trust [VI] represented by all trust
securities outstanding. If an acceleration event has occurred and is continuing,
any funds available to make a payment will be paid first to each holder of the
TARGETS proportionately according to the aggregate beneficial interests in the
assets of Trust [VI] represented by the TARGETS held by the relevant holder
relative to the aggregate beneficial interests in the assets of Trust [VI]
represented by all TARGETS outstanding. Only after satisfaction of all amounts
owed to the holders of the
24
<PAGE> 26
TARGETS, will payment be paid to each holder of common securities
proportionately according to the aggregate beneficial interests in the assets of
Trust [VI] represented by the common securities held by the relevant holder
relative to the aggregate beneficial interests in the assets of Trust [VI]
represented by all common securities outstanding.
On the date fixed for any payment of the accelerated maturity payment or
the treasury proceeds, the TARGETS and the common securities will no longer be
deemed to be outstanding and each TARGETS and common security will be deemed to
represent the right to receive an accelerated maturity payment and a pro rata
portion of the treasury proceeds, plus any accrued and unpaid yield enhancement
payments. If the accelerated maturity payments or any accrued and unpaid yield
enhancement payments can be paid only in part because Trust [VI] has
insufficient assets available to pay in full such amounts, then the amounts
payable directly by Trust [VI] in respect of the TARGETS will be paid on a pro
rata basis. In addition, in the case of a default by Salomon Smith Barney
Holdings on its obligations under the guarantee, the holders of the TARGETS will
have a preference over the holders of the common securities with respect to
amounts owed on the trust securities.
Subject to the institutional trustee obtaining a tax opinion as described
below, the holders of a majority of the TARGETS have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the institutional trustee, or direct the exercise of any trust or power
conferred upon the institutional trustee under the amended and restated
declaration of trust, including the right to direct the institutional trustee,
as holder of the forward contract and the treasury securities, to:
- direct the time, method and place of conducting any proceeding for any
remedy available to the indenture trustee, or exercising any trust or
power conferred on the indenture trustee with respect to the forward
contract,
- direct the time, method and place of conducting any proceeding for any
remedy available to the institutional trustee or exercise any trust or
power conferred on the institutional trustee with respect to the treasury
securities,
- waive the consequences of any acceleration event under the indenture that
are waivable under the indenture,
- exercise any right to rescind or annul a declaration that any accelerated
maturity payment will be due and payable or
- consent to any amendment, modification or termination of the indenture or
the forward contract, where such consent shall be required.
If a consent or action under the indenture would require the consent or act of
holders of a majority of the beneficial interests in the forward contract, only
the holders of at least a super majority of the TARGETS can direct the
institutional trustee to give the consent or take the action. The institutional
trustee will notify all holders of TARGETS of any notice of default received
from the indenture trustee with respect to the forward contract. Except with
respect to directing the time, method and place of conducting a proceeding for a
remedy available to the institutional trustee, the institutional trustee, as
holder of the forward contract and the treasury securities, will not take any of
the actions described above unless it has obtained an opinion of a nationally
recognized independent tax counsel experienced in such matters to the effect
that as a result of such action, Trust [VI] will not fail to be classified as a
grantor trust for United States federal income tax purposes.
If the institutional trustee fails to enforce its rights under the forward
contract, any holder of TARGETS can directly institute a legal proceeding
against Salomon Smith Barney Holdings to enforce the institutional trustee's
rights under the forward contract, without first instituting a legal proceeding
against the institutional trustee or any other person or entity. If Salomon
Smith Barney Holdings fails to pay amounts owed on the forward contract on the
date they are otherwise payable, then a holder of TARGETS may also directly
institute a direct action in respect of the amounts owed on the holder's pro
rata interest in the forward contract on or after the due date specified in the
forward contract, without first directing the institutional trustee to enforce
the terms of the forward contract or instituting a legal proceeding directly
against Salomon Smith
25
<PAGE> 27
Barney Holdings to enforce the institutional trustee's rights under the forward
contract. The holders of TARGETS will not be able to exercise directly any other
remedy available to the holder of the forward contract. In connection with a
direct action, Salomon Smith Barney Holdings will be subrogated to the rights of
a holder of TARGETS under the declaration to the extent of any payment made by
Salomon Smith Barney Holdings to that holder of TARGETS in such direct action.
A waiver of an acceleration event under the indenture by the institutional
trustee at the direction of the holders of the TARGETS will constitute a waiver
of the corresponding Acceleration Event under the amended and restated
declaration of trust.
Holders of TARGETS may give any required approval or direction at a
separate meeting of holders of TARGETS convened for this purpose, at a meeting
of holders of trust securities or by written consent. The individual trustees
will cause a notice of any meeting at which holders of TARGETS are entitled to
vote, or of any matter upon which action by written consent of the holders is to
be taken, to be mailed to each holder of record of TARGETS. Each notice will
include a statement setting forth the date of such meeting or the date by which
the action is to be taken, a description of any resolution proposed for adoption
at the meeting on which the holders are entitled to vote or of such matter upon
which written consent is sought and instructions for the delivery of proxies or
consents. No vote or consent of the holders of TARGETS will be required for
Trust [VI] to cancel TARGETS in accordance with the amended and restated
declaration of trust. It is anticipated that the only holder of TARGETS issued
in book-entry form will be Cede & Co., as nominee of DTC, and each beneficial
owner of TARGETS will be permitted to exercise the rights of holders of TARGETS
only indirectly through DTC and its participants.
Notwithstanding that holders of TARGETS are entitled to vote or consent
under any of the circumstances described above, any of the TARGETS that are
owned at that time by Salomon Smith Barney Holdings or any entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, Salomon Smith Barney Holdings, will not be entitled to vote or
consent and will, for purposes of such vote or consent, be treated as if they
were not outstanding.
QUARTERLY DISTRIBUTIONS
Holders of TARGETS will be entitled to receive quarterly distributions at
the rate per TARGETS of $ per quarter (except that the quarterly
distribution payment payable on , 2000 will be $ per
TARGETS), payable on each February 15, May 15, August 15 and November 15,
beginning ,2000.
The quarterly distributions will be paid by Trust [VI] out of payments
under the treasury securities and the yield enhancement payments made to Trust
[VI] by Salomon Smith Barney Holdings under the forward contract. Of each
quarterly distribution payable to holders of the TARGETS, approximately %
will be paid out of payments received by Trust [VI] under the treasury
securities and approximately % will be paid out of yield enhancement
payments received by Trust [VI] from Salomon Smith Barney Holdings under the
forward contract.
The treasury securities and the forward contract will be the sole assets of
Trust [VI] and will be held by the institutional trustee on behalf of Trust
[VI]. The ability of Trust [VI] to make quarterly distributions on the TARGETS
is therefore entirely dependent on receipt by Trust [VI] of payments with
respect to both the treasury securities and the forward contract.
Under the forward contract, any yield enhancement payments which are
payable, but are not punctually paid, by Salomon Smith Barney Holdings on their
scheduled due date will cease to be due and payable and may instead be paid,
together with interest at % per annum compounded quarterly, on a future
date chosen by Salomon Smith Barney Holdings in its sole discretion. Any yield
enhancement payments that are not paid by Salomon Smith Barney Holdings prior to
maturity will become due and payable on the maturity date or the accelerated
maturity date, as the case may be.
Assuming quarterly distributions on the TARGETS with a hypothetical yield
of % per annum, set forth below is an example of how the cash flows on the
TARGETS would be comprised. Trust [VI] will invest
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<PAGE> 28
approximately % to % of the proceeds of the offering in the treasury
securities. Quarterly distributions providing the assumed yield may require a
larger cash flow than will be provided by the treasury securities, in which case
yield enhancement payments would be paid by the obligor of the forward contract
pursuant to the following schedule and based on the following:
<TABLE>
<S> <C>
Hypothetical Offering Size:...................... $
Hypothetical Annual Cash Flow:................... %
Hypothetical Payment Frequency:.................. Quarterly
Hypothetical Settlement Date:....................
Hypothetical Maturity Date:......................
</TABLE>
<TABLE>
<CAPTION>
TREASURY TREASURY TREASURY TREASURY YIELD
SECURITY SECURITY SECURITY SECURITY ENHANCEMENT ANNUALIZED
MATURITY UNIT PURCHASE CASH PAYMENTS TOTAL EQUIVALENT
DATE COST COST FLOW CASH FLOW CASH FLOW COUPON
-------- -------- ------------- ------------- ------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
------------- ------------- ------------- --------------
============= ============= ============= ==============
</TABLE>
A portion of each quarterly distribution should represent a return to the
holder of a TARGETS of that holder's initial investment in the TARGETS for tax
purposes. In the final prospectus, the following table will set forth
information regarding the distributions you will receive on the treasury
securities to be acquired by Trust [VI] with a portion of the proceeds received
by Trust [VI] from the sale of its trust securities, the distributions you will
receive from any yield enhancement payments, the portion of each year's
distributions that should constitute a return of capital for U.S. federal income
tax purposes, the amount of original issue discount that should accrue on the
treasury securities and the amount of ordinary income that should accrue on any
yield enhancement payments with respect to a holder who acquires its trust
securities at the issue price from the underwriters pursuant to the original
offering. See "United States Federal Income Tax Considerations".
<TABLE>
<CAPTION>
ANNUAL GROSS
DISTRIBUTIONS ANNUAL GROSS
FROM ANNUAL GROSS DISTRIBUTIONS FROM ANNUAL RETURN ANNUAL INCLUSION OF
ANNUAL GROSS YIELD DISTRIBUTIONS FROM YIELD ENHANCEMENT OF ORIGINAL ISSUE
DISTRIBUTIONS FROM ENHANCEMENT TREASURY SECURITIES PAYMENTS PER CAPITAL PER DISCOUNT IN INCOME
YEAR TREASURY SECURITIES PAYMENTS PER TARGETS TARGETS TARGETS PER TARGETS
- ---- ------------------- ----------------- ------------------- ------------------ ---------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
ANNUAL INCLUSION OF
ORDINARY INCOME
FROM YIELD
ENHANCEMENT
PAYMENTS PER
YEAR TARGETS
- ---- -------------------
<S> <C>
</TABLE>
DILUTION ADJUSTMENTS
The calculation of the periodic capped return will be subject to adjustment
from time to time in certain situations. Any such adjustments could have an
impact on the maturity payments or accelerated maturity payments to be paid by
Salomon Smith Barney Holdings to Trust [VI] upon maturity of the forward
contract and, therefore, on the maturity payments or accelerated maturity
payments to be paid by Trust [VI] to the holders of TARGETS.
If , after the closing date of the offering contemplated hereby,
(1) pays a stock dividend or makes a distribution with respect to the
common stock in shares of such stock,
27
<PAGE> 29
(2) subdivides or splits the outstanding shares of the common stock into a
greater number of shares,
(3) combines the outstanding shares of the common stock into a smaller
number of shares, or
(4) issues by reclassification of shares of the common stock any shares of
other common stock of ,
then, in each such case, the starting value for the calculation of the periodic
capped return for the next occurring reset date after such event will be
multiplied by a dilution adjustment equal to a fraction, the numerator of which
will be the number of shares of common stock outstanding immediately before such
event and the denominator of which will be the number of shares of common stock
outstanding immediately after such event, plus, in the case of a
reclassification referred to in (4) above, the number of shares of other common
stock of . In the event of a reclassification referred to in (4) above
as a result of which no common stock is outstanding, the periodic capped return
for each subsequent reset date will be determined by reference to the other
common stock of issued in the reclassification.
If , after the closing date, issues, or declares a record date in
respect of an issuance of, rights or warrants to all holders of common stock
entitling them to subscribe for or purchase shares of common stock at a price
per share less than the then-current market price of the common stock, other
than rights to purchase common stock pursuant to a plan for the reinvestment of
dividends or interest, then, in each such case, the starting value for the
calculation of the periodic capped return for the next occurring reset date
after such event will be multiplied by a dilution adjustment equal to a
fraction, the numerator of which will be the number of shares of common stock
outstanding immediately before the adjustment is effected by reason of the
issuance of such rights or warrants, plus the number of additional shares of
common stock which the aggregate offering price of the total number of shares of
common stock so offered for subscription or purchase pursuant to such rights or
warrants would purchase at the then-current market price of the common stock,
which will be determined by multiplying the total number of shares 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, and the
denominator of which will be the number of shares of common stock outstanding
immediately before the adjustment is effected, plus the number of additional
shares of common stock offered for subscription or purchase pursuant to such
rights or warrants. To the extent that, after the expiration of such rights or
warrants, the shares of common stock offered thereby have not been delivered,
the starting value for the calculation of the periodic capped return for the
next occurring reset date after such event will be further adjusted to equal the
starting value 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 shares of common stock actually delivered.
If , after the closing date, declares or pays a dividend or makes
a distribution to all holders of common stock of any class of its capital stock,
the capital stock of one or more of its subsidiaries, evidences of its
indebtedness or other non-cash assets, excluding any dividends or distributions
referred to above, or issues to all holders of common stock rights or warrants
to subscribe for or purchase any of its or one or more of its subsidiaries'
securities, other than rights or warrants referred to above, then, in each such
case, the starting value for the calculation of the periodic capped return for
the next occurring reset date after such event will be multiplied by a dilution
adjustment equal to a fraction, the numerator of which will be the then-current
market price of one share of the common stock, less the fair market value (as
determined by a nationally recognized independent investment banking firm
retained for this purpose by Salomon Smith Barney Holdings, whose determination
will be final) as of the time the adjustment is effected of the portion of the
capital stock, assets, evidences of indebtedness, rights or warrants so
distributed or issued applicable to one share of common stock, and the
denominator of which will be the then-current market price of one share of the
common stock. Notwithstanding the foregoing, in the event that, with respect to
any dividend or distribution to which this paragraph would otherwise apply, the
numerator in the fraction referred to in the above formula is less than $1.00 or
is a negative number, then Salomon Smith Barney Holdings 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 TARGETS will be
entitled to receive an additional amount of cash equal to the product of the
number of TARGETS 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
28
<PAGE> 30
nationally recognized independent investment banking firm retained for this
purpose by Salomon Smith Barney Holdings, whose determination will be final) so
distributed or issued applicable to one share of common stock.
If , after the closing date, 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 common stock and any
cash distributed in a reorganization event referred to below, by dividend or
otherwise, to all holders of the common stock, or makes an excess purchase
payment, then the starting value for the calculation of the periodic capped
return for the next occurring reset date after such event will be multiplied by
a dilution adjustment equal to a fraction, the numerator of which will be the
then-current market price of the common stock on such record date less the
amount of such distribution applicable to one share of common stock 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 shares of common stock
outstanding on such record date, and the denominator of which will be such then-
current market price of the common stock.
For purposes of these adjustments, a permitted dividend is any quarterly
cash dividend in respect of the common stock, 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 common stock 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 Salomon Smith Barney Holdings, whose determination
will be final) of all other consideration paid by with respect to one
share of common stock acquired in a tender offer or exchange offer by
, over (y) the then-current market price of the common stock.
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 numerator in the fraction referred to in the formula in the
preceding paragraph is less than $1.00 or is a negative number, then Salomon
Smith Barney Holdings 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 TARGETS will be entitled to receive an additional
amount of cash equal to the product of the number of TARGETS 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 Salomon Smith Barney Holdings, whose determination will be
final) so distributed or applied to the acquisition of the common stock in such
a tender offer or exchange offer applicable to one share of common stock.
Each dilution adjustment will 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 common stock 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 was announced by ;
- 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 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 in the starting value for the calculation of the
periodic capped return for any reset date will be required unless such
adjustment would require an increase
29
<PAGE> 31
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 (on a percentage basis) 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 , 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 periodic capped return for the next occurring
reset date after such event will be further adjusted to the periodic capped
return 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 periodic capped return for the next occurring reset
date after such events will not be rescinded but will be applied to the new
periodic capped return provided for below.
The then-current market price of the common stock, for the purpose of
applying any dilution adjustment, means the average closing price per share of
common stock for the 10 trading days immediately before 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 before the earlier of
the date 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 shares of the common stock trade regular way on their
principal market without the right to receive such dividend, distribution or
issuance.
A trading day is a day on which the common stock or the relevant security
(1) 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 (2) has traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the
primary market for the trading of such security.
In the event of any of the following reorganization events
- any consolidation or merger of , or any surviving entity or
subsequent surviving entity of , with or into another entity,
other than a merger or consolidation in which is the continuing
corporation and in which the common stock outstanding immediately before
the merger or consolidation is not exchanged for cash, securities or
other property of or another issuer,
- any sale, transfer, lease or conveyance to another corporation of the
property of or any successor as an entirety or substantially as
an entirety,
- any statutory exchange of securities of or any successor of
with another issuer, other than in connection with a merger or
acquisition, or
- any liquidation, dissolution or winding up of or any successor
of ,
the ending value used to calculate the periodic capped return for the next
occurring reset date and the starting value and the ending value used to
calculate the period capped return for each reset date thereafter (other than at
maturity) will be based on the transaction value described below rather than the
closing price of the common stock, and the ending value used to calculate the
periodic capped return at maturity will be based on the transaction value rather
than the ten day closing price of the common stock.
The transaction value with respect to any reset date, will be the sum of:
(1) for any cash received in a reorganization event, the amount of cash
received per share of common stock;
(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 that property received per
share of common stock, as determined by a nationally recognized
independent investment banking firm retained for this purpose by
Salomon Smith Barney Holdings, whose determination will be final; and
30
<PAGE> 32
(3) for any marketable securities received in a reorganization event, (A)
with respect to all reset dates before maturity, an amount equal to the
closing price per share of such marketable securities on the reset date
multiplied by the number of those marketable securities received for
each share of common stock or, if that day is not a trading day, the
closing price on the most recent trading day, and (B) with respect to
the reset date at maturity, an amount equal to the average closing
price per share of those marketable securities for the 10 trading days
immediately prior to but not including the date one business day before
the maturity date or accelerated maturity date multiplied by the number
of such marketable securities received for each share of common stock.
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) above will be adjusted if any event occurs with respect to the
marketable securities or the issuer of the marketable securities between the
time of the reorganization event and the maturity date or accelerated maturity
date that would have required an adjustment as described above, had it occurred
with respect to the common stock or . Adjustment for those subsequent
events will be as nearly equivalent as practicable to the adjustments described
above.
Salomon Smith Barney Holdings 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.
PAYMENT PROCEDURES
Distributions on the TARGETS will be payable to the holders of the TARGETS
as they appear on the books and records of Trust [VI] at the close of business
on the relevant record dates. While the TARGETS remain in book-entry only form,
the relevant record dates for distributions of any maturity payments or
accelerated maturity payments and any accrued and unpaid yield enhancement
payments with respect to the TARGETS will be one business day prior to the date
Trust [VI] receives those maturity payments or accelerated maturity payments, as
the case may be, under the forward contract. While the TARGETS remain in
book-entry only form, the relevant record date for distribution of the treasury
proceeds to holders of TARGETS will be one business day prior to the date Trust
[VI] receives those treasury proceeds upon liquidation of the treasury
securities. While the TARGETS remain in book-entry only form, the relevant
record dates for any quarterly distributions will be one business day prior to
the relevant payment dates, which payment dates will correspond to the dates on
which Trust [VI] receives payments in respect of, and in accordance with the
terms of, the treasury securities and the forward contract. The relevant record
dates for the common securities will be the same record dates as for the
TARGETS.
If the TARGETS will not continue to remain in book-entry only form, the
relevant record dates will conform to the rules of any securities exchange on
which they are listed and, if none, will be 15 days before the relevant payment
dates, which payment dates will correspond to the dates on which payments are
made in respect of, and in accordance with the terms of, the treasury securities
and the forward contract.
Distributions payable on any TARGETS that are not punctually paid on any
payment date, as a result of either Salomon Smith Barney Holdings having failed
to make a payment under the forward contract or the U.S. Government having
failed to make a payment in respect of the treasury securities, will cease to be
payable to the person in whose name the TARGETS are registered on the relevant
record date. The defaulted distribution will instead be payable to the person in
whose name those TARGETS are registered on a special record date which will be
the date on which Trust [VI] actually receives the amount of the defaulted
distributions.
If any date on which distributions are payable on the TARGETS is not a
business day, then payment of the distribution payable on such date will be made
on the next succeeding day that is a business day and without any interest or
other payment in respect of any such delay, with the same force and effect as if
made on that date. If that business day is in the next succeeding calendar year,
the payment will be made on the immediately preceding business day, with the
same force and effect as if made on that date. A business day is any day other
than a Saturday, Sunday or a day on which banking institutions in The City of
New York are authorized or required by law to close.
31
<PAGE> 33
Payments in respect of the TARGETS represented by global certificates (as
defined below under "Book-Entry Only Issuance") will be made to DTC, which will
credit the relevant accounts at DTC on the scheduled payment dates. In the case
of TARGETS in the form of certificated securities, if any, the payments will be
made by check mailed to the holder's address as it appears on the register.
VOTING RIGHTS
Except as described in this prospectus under "-- Acceleration of Maturity
Date; Enforcement of Rights" and "Description of the Guarantee -- Modifications
of the Guarantee; Assignment", and except as provided under the Delaware
Business Trust Act, the Trust Indenture Act and as otherwise required by law and
the amended and restated declaration of trust, the holders of the TARGETS will
have no voting rights.
In the event the consent of the institutional trustee, as the holder of the
forward contract, is required under the indenture with respect to any amendment,
modification or termination of the indenture, the institutional trustee will
request the written direction of the holders of the trust securities with
respect to the amendment, modification or termination and will vote with respect
to the amendment, modification or termination as directed by a majority of the
trust securities voting together as a single class. If any amendment,
modification or termination under the indenture requires the consent of a super
majority, the institutional trustee may only give its consent at the direction
of the holders of at least the proportionate number of the trust securities
represented by the relevant super majority of the aggregate beneficial interests
in the forward contract. The institutional trustee will be under no obligation
to take any such action in accordance with the directions of the holders of the
trust securities unless the institutional trustee has obtained an opinion of a
nationally recognized independent tax counsel experienced in such matters to the
effect that for United States federal income tax purposes Trust [VI] will not be
classified as other than a grantor trust.
The procedures by which holders of TARGETS may exercise their voting rights
are described below under "-- Book-Entry Only Issuance".
Holders of the TARGETS will have no rights to appoint or remove the
trustees, who may be appointed, removed or replaced solely by Salomon Smith
Barney Holdings as the indirect or direct holder of all of the common
securities.
MODIFICATION OF THE AMENDED AND RESTATED DECLARATION OF TRUST
The declaration may be modified and amended if approved by the individual
trustees, and in certain circumstances the institutional trustee and the
Delaware trustee, provided that, if any proposed amendment to the amended and
restated declaration of trust provides for, or the individual trustees otherwise
propose to effect,
(1) any action that would adversely affect the powers, preferences or
special rights of the trust securities, whether by way of amendment to
the amended and restated declaration of trust or otherwise, or
(2) the dissolution, winding-up or termination of Trust [VI] other than
pursuant to the terms of the amended and restated declaration of trust,
then the holders of the trust securities, voting together as a single class,
will be entitled to vote on the amendment or proposal and the amendment or
proposal will not be effective except with the approval of the holders of at
least a majority of the trust securities affected thereby. If any amendment or
proposal referred to in (1) above would adversely affect only the TARGETS or the
common securities, then only holders of the affected class will be entitled to
vote on the amendment or proposal and the amendment or proposal will not be
effective except with the approval of a majority of that class of trust
securities.
Notwithstanding the foregoing, no amendment or modification may be made to
the amended and restated declaration of trust if the amendment or modification
would
- cause Trust [VI] to fail to be classified as a grantor trust for United
States federal income tax purposes,
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- reduce or otherwise adversely affect the powers of the institutional
trustee in contravention of the Trust Indenture Act or
- cause Trust [VI] to be deemed an investment company which is required to
be registered under the Investment Company Act.
MERGER, CONSOLIDATION OR AMALGAMATION OF TARGETS TRUST [VI]
Trust [VI] may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any corporation or other entity, except as
described below. Trust [VI] may, with the consent of the individual trustees or,
if there are more than two, a majority of the individual trustees and without
the consent of the holders of the trust securities, the Delaware trustee or the
institutional trustee consolidate, amalgamate, merge with or into, or be
replaced by a trust organized as such under the laws of any state, provided that
- the successor entity either (A) expressly assumes all of the obligations
of Trust [VI] under the trust securities or (B) substitutes for the
TARGETS other successor securities having substantially the same terms as
the trust securities, so long as the successor securities rank the same
as the trust securities with respect to distributions and payments upon
liquidation, maturity and otherwise,
- Salomon Smith Barney Holdings expressly acknowledges a trustee of such
successor entity possessing the same powers and duties as the
institutional trustee in its capacity as the holder of the forward
contract and the treasury securities,
- successor securities to the TARGETS are listed, or any successor
securities to the TARGETS will be listed upon notification of issuance,
on any national securities exchange or with any organization on which the
TARGETS are then listed or quoted,
- the merger, consolidation, amalgamation or replacement does not cause the
TARGETS, including any successor securities, to be downgraded by any
nationally recognized statistical rating organization,
- the merger, consolidation, amalgamation or replacement does not adversely
affect the rights, preferences and privileges of the holders of the trust
securities, including any successor securities, in any material respect,
other than with respect to any dilution of the holder's interest in the
new entity,
- the successor entity has a purpose identical to that of Trust [VI],
- prior to the merger, consolidation, amalgamation or replacement, Trust
[VI] has received an opinion of a nationally recognized independent
counsel to Trust [VI] experienced in such matters to the effect that:
(A) the merger, consolidation, amalgamation or replacement will not
adversely affect the rights, preferences and privileges of the
holders of the trust securities, including any successor securities,
in any material respect, other than with respect to any dilution of
the holders' interest in the new entity,
(B) following the merger, consolidation, amalgamation or replacement,
neither Trust [VI] nor such successor entity will be required to
register as an investment company under the Investment Company Act,
and
(C) following the merger, consolidation, amalgamation or replacement,
Trust [VI] or the successor entity will continue to be classified as
a grantor trust for U.S. federal income tax purposes, and
- Salomon Smith Barney Holdings guarantees the obligations of the successor
entity under the successor securities at least to the extent provided by
the guarantee.
Notwithstanding the foregoing, Trust [VI] will not, without the consent of
holders of all of the trust securities, consolidate, amalgamate, merge with or
into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if, in the opinion of
a nationally recognized independent tax counsel experienced in such matters, the
consolidation, amalgamation, merger or replacement
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would cause Trust [VI] or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes. In addition, so
long as any TARGETS are outstanding and are not held entirely by Salomon Smith
Barney Holdings, Trust [VI] may not voluntarily liquidate, dissolve, wind-up or
terminate except as described above under "-- Acceleration of Maturity Date;
Enforcement of Rights".
BOOK-ENTRY ONLY ISSUANCE
The Depository Trust Company will act as securities depositary for the
TARGETS. The TARGETS will be issued only as fully-registered securities
registered in the name of Cede & Co. (DTC's nominee). One or more
fully-registered global TARGETS certificates, representing the total aggregate
number of TARGETS, will be issued and will be deposited with DTC.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. These laws
may impair the ability to transfer beneficial interests in the global TARGETS as
represented by a global certificate.
DTC has advised Salomon Smith Barney Holdings as follows: DTC is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Exchange Act. DTC holds securities that
its participants deposit with DTC. DTC also facilitates the settlement among
participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct participants in DTC include securities brokers
and dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its direct participants and by the
New York Stock Exchange, the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others, such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly. The rules applicable to DTC and its
participants are on file with the SEC.
Purchases of TARGETS within the DTC system must be made by or through
direct participants, which will receive a credit for the TARGETS on DTC's
records. The ownership interest of each beneficial owner actually purchasing
TARGETS will be recorded on the direct participants' and indirect participants'
records. Beneficial owners will not receive written confirmation from DTC of
their purchases, but beneficial owners are expected to receive written
confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the direct or indirect participants through
which the beneficial owners purchased TARGETS. Transfers of ownership interests
in the TARGETS are to be accomplished by entries made on the books of
participants and indirect participants acting on behalf of beneficial owners.
Beneficial owners will not receive certificates representing their ownership
interests in TARGETS, except in the event that use of the book-entry system for
the TARGETS is discontinued. Account holders in the Euroclear or Clearstream,
Luxembourg clearance systems may hold beneficial interests in the TARGETS
through the accounts each such system maintains as a participant in DTC.
To facilitate subsequent transfers, all the TARGETS deposited by
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of TARGETS with DTC and their registration in the name of Cede & Co.
effect no change in beneficial ownership, and DTC has no knowledge of the actual
beneficial owners of the TARGETS. DTC's records reflect only the identity of the
direct participants to whose accounts such TARGETS are credited, which may or
may not be the beneficial owners. The participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.
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Although voting with respect to the TARGETS is limited, in those cases
where a vote is required, neither DTC nor Cede & Co. will itself consent or vote
with respect to TARGETS. Under its usual procedures, DTC would mail an Omnibus
Proxy to Trust [VI] as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co. consenting or voting rights for those direct participants to
whose accounts the TARGETS are credited on the record date, identified in a
listing attached to the Omnibus Proxy. Salomon Smith Barney Holdings and Trust
[VI] believe that the arrangements among DTC, direct and indirect participants,
and beneficial owners will enable the beneficial owners to exercise rights
equivalent in substance to the rights that can be directly exercised by a holder
of a beneficial interest in Trust [VI].
Payments on the TARGETS will be made to DTC. DTC's practice is to credit
direct participants' accounts on the relevant payment date in accordance with
their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on such payment date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers in bearer form or registered in "street name," and such payments will
be the responsibility of such participant and not of DTC, Trust [VI] or Salomon
Smith Barney Holdings, subject to any statutory or regulatory requirements to
the contrary that may be in effect from time to time. Payment of distributions
to DTC is the responsibility of Trust [VI], disbursement of such payments to
direct participants is the responsibility of DTC, and disbursement of such
payments to the beneficial owners is the responsibility of direct and indirect
participants.
Except as provided in the next paragraph, a beneficial owner in a global
TARGETS will not be entitled to receive physical delivery of TARGETS.
Accordingly, each beneficial owner must rely on the procedures of DTC to
exercise any rights under the TARGETS.
DTC may discontinue providing its services as securities depositary with
respect to the TARGETS at any time by giving reasonable notice to Trust [VI].
Under such circumstances, in the event that a successor securities depositary is
not obtained, TARGETS certificates are required to be printed and delivered.
Additionally, the individual trustees, with the consent of Salomon Smith Barney
Holdings, may decide to discontinue use of the system of book-entry transfers
through DTC or any successor depositary with respect to the TARGETS. In that
event, certificates for the TARGETS will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Salomon Smith Barney Holdings and Trust [VI]
believe to be reliable, but neither Salomon Smith Barney Holdings nor Trust [VI]
takes responsibility for the accuracy thereof.
INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE
The institutional trustee, prior to the occurrence of a default with
respect to the trust securities, and after the curing of all defaults that may
have occurred, undertakes to perform only the duties that are specifically set
forth in the amended and restated declaration of trust. If such a default occurs
and the institutional trustee has actual knowledge of it, the institutional
trustee will exercise the rights and powers vested in it by the amended and
restated declaration of trust and will use the same degree of care and skill in
the exercise of such rights and powers as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to those provisions, the
institutional trustee is under no obligation to exercise any of the rights or
powers vested in it by the amended and restated declaration of trust at the
request of any holder of TARGETS, unless offered reasonable security and
indemnity by the holder against the costs, expenses and liabilities which the
institutional trustee might incur thereby. Notwithstanding the foregoing, the
holders of TARGETS will not be required to offer the indemnity in the event the
holders, by exercising their voting rights, direct the institutional trustee to
take any action following an acceleration event.
PAYING AGENT
In the event that the TARGETS do not remain in book-entry only form, the
institutional trustee will act as paying agent for the TARGETS and may designate
an additional or substitute paying agent at any time. In addition, registration
of transfers of TARGETS will be effected without charge by or on behalf of Trust
[VI],
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but upon payment, with the giving of such indemnity as Trust [VI] or Salomon
Smith Barney Holdings may require, in respect of any tax or other government
charges which may be imposed in relation to it.
GOVERNING LAW
The amended and restated declaration of trust and the TARGETS will be
governed by, and construed in accordance with, the internal laws of the State of
Delaware.
MISCELLANEOUS
The individual trustees are authorized and directed to operate Trust [VI]
in such a way so that Trust [VI] will not be required to register as an
investment company under the Investment Company Act or be characterized as other
than a grantor trust for United States federal income tax purposes. Salomon
Smith Barney Holdings and the individual trustees are authorized to take any
action, not inconsistent with applicable law, the amended and restated
declaration of trust or the restated certificate of incorporation of Salomon
Smith Barney Holdings, that each of Salomon Smith Barney Holdings and the
individual trustees in their discretion deem to be necessary or desirable to
achieve such end as long as the action does not adversely affect the interests
of the holders of the TARGETS or vary the terms thereof.
Holders of the TARGETS have no preemptive rights.
DESCRIPTION OF THE FORWARD CONTRACT
Salomon Smith Barney Holdings is also by this prospectus offering its
related forward contract with respect to the Common Stock. The terms of the
forward contract will be set forth in an indenture between Salomon Smith Barney
Holdings and The Chase Manhattan Bank. The indenture will be qualified under the
Trust Indenture Act. The indenture trustee will act as trustee for the forward
contract under the indenture for purposes of compliance with the provisions of
the Trust Indenture Act. The terms of the forward contract will include those
stated in the indenture and those made part of the indenture by the Trust
Indenture Act. The forward contract will rank equally with all other unsecured
contractual obligations of Salomon Smith Barney Holdings and the unsecured and
unsubordinated debt of Salomon Smith Barney Holdings. Since Salomon Smith Barney
Holdings is a holding company, the forward contract will be effectively
subordinated to the claims of creditors of Salomon Smith Barney Holdings'
subsidiaries.
Subject to certain anti-dilution adjustments, the forward contract relates
to an aggregate of shares of common stock. Under the forward
contract, Salomon Smith Barney Holdings will pay an amount equal to the
aggregate maturity payments or the aggregate accelerated maturity payments, as
the case may be, to Trust [VI] at maturity of the forward contract as described
above. The forward contract provides, among other things, for a payment by
Salomon Smith Barney Holdings to Trust [VI] of an amount determined by reference
to the ten day closing price as of the maturity date or accelerated maturity
date, as the case may be. See "Description of the TARGETS".
Pursuant to the terms of the forward contract, Salomon Smith Barney
Holdings will, in appropriate cases, pay yield enhancement payments, which are
on the amount paid by Trust [VI] to Salomon Smith Barney Holdings for the
forward contract. The yield enhancement payments will take the form of quarterly
cash payments in the amount of approximately $ (except that the
payment on , 2000 will be approximately $ ), accruing from
the date of issuance of the TARGETS, computed on the basis of a 360-day year of
twelve 30-day months and for any period less than a full calendar month, the
number of days elapsed in such month. Depending on market conditions at the time
of pricing of the TARGETS for initial sale to the public, the amount of the
yield enhancement payments may be zero or a nominal amount. The yield
enhancement payments, together with distributions received by Trust [VI] with
respect to the treasury securities, will be used by the Trust [VI] to pay the
quarterly distributions to the holders of the TARGETS. See "Description of the
TARGETS -- Quarterly Distributions".
The forward contract is a contract in the form of an indenture between the
Salomon Smith Barney Holdings and a trustee for the benefit of the holder of the
interests in the forward contract. The forward contract is a prepaid
"cash-settled" forward contract, whereby the obligor settles its obligation in
cash rather than in securities. The indenture will provide that Salomon Smith
Barney Holdings will pay all fees and expenses related to
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- the offering of the trust securities and the forward contract,
- the organization, maintenance and dissolution of Trust [VI],
- the retention of the trustees, and
- the enforcement by the institutional trustee of the rights of the holders
of the TARGETS.
DESCRIPTION OF THE GUARANTEE
Set forth below is a summary of information concerning the guarantee that
will be executed and delivered by Salomon Smith Barney Holdings for the benefit
of the holders of TARGETS. The guarantee will be qualified as an indenture under
the Trust Indenture Act. The Chase Manhattan Bank will act as indenture trustee
under the guarantee. The terms of the guarantee will be those set forth in the
guarantee and those made part of the guarantee by the Trust Indenture Act. The
summary does not purport to be complete and is subject in all respects to the
provisions of, and is qualified in its entirety by reference to, the form of
guarantee, which is filed as an exhibit to the registration statement of which
this prospectus forms a part, and the Trust Indenture Act. The guarantee will be
held by the guarantee trustee for the benefit of the holders of the TARGETS.
GENERAL
Under the guarantee, Salomon Smith Barney Holdings will irrevocably and
unconditionally agree to pay in full to the holders of the TARGETS, except to
the extent paid by Trust [VI], as and when due, regardless of any defense, right
of set off or counterclaim which Trust [VI] may have or assert, the following
payments:
- any maturity payment that is required to be made in respect of the
TARGETS, to the extent Trust [VI] has funds available,
- any accelerated maturity payment that is required to be made in respect
of the TARGETS, to the extent Trust [VI] has funds available,
- any treasury proceeds that are required to be distributed in respect of
the TARGETS, to the extent that Trust [VI] has funds available,
- any quarterly distributions that are required to be made in respect of
the TARGETS, to the extent Trust [VI] has funds available,
- any accrued and unpaid yield enhancement payments as of the maturity date
or accelerated maturity, as the case may be, to the extent Trust [VI] has
funds available, and
- any other remaining assets of Trust [VI] upon liquidation of Trust [VI].
Salomon Smith Barney Holdings' obligation to make a guarantee payment may
be satisfied by direct payment of the required amounts by Salomon Smith Barney
Holdings to the holders of TARGETS or by causing Trust [VI] to pay such amounts
to such holders.
The guarantee will be a guarantee with respect to the TARGETS from the time
of issuance of the TARGETS but will not apply to any payment of quarterly
distributions, maturity payments, accelerated maturity payments, treasury
proceeds, accrued and unpaid yield enhancement payments or to payments upon the
dissolution, winding-up or termination of Trust [VI], except to the extent Trust
[VI] has funds available. If Salomon Smith Barney Holdings does not pay the
aggregate maturity payments or the aggregate accelerated maturity payments to
Trust [VI] upon maturity of the forward contract, including maturity as a result
of acceleration, Trust [VI] will not pay any maturity payment or accelerated
maturity payment to holders of the TARGETS and will not have funds available to
make the payments. If the U.S. federal government, as the issuer of the treasury
securities, does not make periodic payments to Trust [VI] with respect to the
treasury securities, or Salomon Smith Barney Holdings does not pay the yield
enhancement payments to Trust [VI] under the forward contract, then, in either
event, Trust [VI] will not pay the full amount of the quarterly distributions to
holders of the TARGETS and will not have funds available to make the payments.
The guarantee, when taken together with Salomon Smith Barney Holdings'
obligations under the forward contract, the indenture and the declaration,
including its obligations to pay costs, expenses, debts and liabilities of Trust
[VI], other than with respect to trust securities, will provide a full and
unconditional guarantee by Salomon Smith Barney Holdings of Trust [VI]'s
obligations under the TARGETS.
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MODIFICATIONS OF THE GUARANTEE; ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of TARGETS, in which case no vote will be required, the guarantee may
be amended only with the prior approval of the holders of a majority of the
outstanding TARGETS. All guarantees and agreements contained in the guarantee
will bind the successors, assignees, receivers, trustees and representatives of
Salomon Smith Barney Holdings and shall inure to the benefit of the holders of
the TARGETS then outstanding.
GUARANTEE ENFORCEMENT EVENTS
An enforcement event under the guarantee will occur upon the failure of
Salomon Smith Barney Holdings to perform any of its payment or other obligations
thereunder. The holders of a majority of the TARGETS have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the guarantee trustee in respect of the guarantee or to direct the exercise
of any trust or power conferred upon the guarantee trustee under the guarantee.
If the guarantee trustee fails to enforce the guarantee trustee's rights under
the guarantee, any holder of TARGETS may directly institute a legal proceeding
against Salomon Smith Barney Holdings to enforce the guarantee trustee's rights
under the guarantee, without first instituting a legal proceeding against Trust
[VI], the guarantee trustee or any other person or entity. A holder of TARGETS
may also directly institute a legal proceeding against Salomon Smith Barney
Holdings to enforce such holder's right to receive payment under the guarantee
without first directing the guarantee trustee to enforce the terms of the
guarantee or instituting a legal proceeding against Trust [VI] or any other
person or entity.
Salomon Smith Barney Holdings will be required to provide annually to the
guarantee trustee a statement as to the performance by Salomon Smith Barney
Holdings of certain of its obligations under the guarantee and as to any default
in such performance.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee, prior to the occurrence of a default with respect to
the guarantee and after the curing of all defaults that may have occurred,
undertakes to perform only the duties that are specifically set forth in the
guarantee. If any default occurs with respect to the guarantee that has not been
cured or waived and the guarantee trustee has actual knowledge of it, the
guarantee trustee will exercise its rights and powers under the guarantee, and
use the same degree of care and skill in the exercise of such rights and powers
as a prudent individual would exercise in the conduct of his or her own affairs.
Subject to such provision, the guarantee trustee is under no obligation to
exercise any of the powers vested in it by the guarantee at the request of any
holder of TARGETS unless it is offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred thereby.
TERMINATION OF THE GUARANTEE
The guarantee will terminate as to the TARGETS upon full payment to the
holders of the TARGETS of
- the maturity payments and all quarterly distributions,
- the accelerated maturity payments, the treasury proceeds and any accrued
but unpaid yield enhancement payments or
- the amounts payable in accordance with the declaration upon liquidation
of Trust [VI].
The guarantee will continue to be effective or will be reinstated, as the case
may be, if at any time any holder of TARGETS must restore payment of any sum
paid under the TARGETS or the guarantee.
STATUS OF THE GUARANTEE
The guarantee will constitute a guarantee of payment and not of collection.
The guaranteed party may institute a legal proceeding directly against the
guarantor to enforce its rights under the guarantee without first instituting a
legal proceeding against any other person or entity.
GOVERNING LAW
The guarantee will be governed by, and construed in accordance with, the
internal laws of the State of New York.
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DESCRIPTION OF THE TREASURY SECURITIES
The treasury securities will consist of a portfolio of stripped
self-amortizing securities issued by the U.S. Treasury and maturing on a
quarterly basis through the maturity date. The treasury securities will bear
quarterly payments corresponding to the payment dates of the quarterly
distributions payable on the TARGETS. Upon acceleration of maturity to an
accelerated maturity date, any treasury securities then held by the
institutional trustee on behalf of Trust [VI] will be sold and the treasury
proceeds will be distributed to holders of the trust securities. See
"Description of the TARGETS -- Acceleration of Maturity Date; Enforcement of
Rights".
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax consequences
of the purchase, ownership and disposition of TARGETS. Unless otherwise
specifically indicated herein, this summary only addresses U.S. Holders. A "U.S.
Holder" is a holder of TARGETS that is an individual who is a citizen or
resident of the United States, a U.S. domestic corporation, or any other person
that is subject to U.S. federal income taxation on a net income basis in respect
of its investment in TARGETS. The discussion below is based on the advice of
Cleary, Gottlieb, Steen & Hamilton.
The summary is based on U.S. federal income tax laws, regulations, rulings
and decisions now in effect, all of which are subject to change, possibly on a
retroactive basis. Except to the extent discussed below in "-- Tax Consequences
to Non-U.S. Holders" and "-- Backup Withholding and Information Reporting," the
summary deals only with U.S. Holders that will hold TARGETS as capital assets
and that purchased TARGETS in the initial offering. The summary does not address
tax considerations that may be relevant to a particular holder in light of such
holder's individual circumstances or that are applicable to holders subject to
special tax rules, such as banks, tax-exempt entities, insurance companies,
dealers in securities or currencies, traders in securities electing to mark to
market, persons that will hold the TARGETS as a position in a "straddle" for tax
purposes or as part of a "synthetic security" or a "conversion transaction" or
other integrated investment comprised of TARGETS and one or more other
investments, or persons that have a functional currency other than the U.S.
dollar. It does not include any description of the tax laws of any state, local
or foreign government that may be applicable to the TARGETS or to the holders
thereof. Prospective purchasers of TARGETS should consult their tax advisors in
determining the tax consequences to them of purchasing, owning or disposing of
TARGETS, including the application to their particular situation of the U.S.
federal income tax considerations discussed below, as well as the application of
state, local, foreign income or other tax laws.
There are no regulations, published rulings or judicial decisions
addressing the characterization for U.S. federal income tax purposes of TARGETS
or instruments with terms substantially similar to TARGETS. Pursuant to the
amended and restated declaration of trust, every holder of TARGETS and Trust
[VI] agrees to treat TARGETS for U.S. federal income tax purposes as a
beneficial interest in a trust that holds the treasury securities and the
forward contract. In addition, pursuant to the forward contract and the amended
and restated declaration of trust, every holder of TARGETS, Trust [VI] and
Salomon Smith Barney Holdings agree to characterize for U.S. federal income tax
purposes, in the absence of an administrative determination or judicial ruling
to the contrary, (1) the forward contract as a cash-settled forward purchase
contract and (2) an amount equal to the purchase price of the TARGETS less the
purchase price of the treasury securities as a cash deposit to be applied on the
maturity date or accelerated maturity date in full satisfaction of the holder's
payment obligation under the forward contract. Trust [VI] intends to report
holders' income to the Internal Revenue Service in accordance with this agreed
treatment.
Under this agreed approach, the tax consequences of holding a TARGETS
should be as described below. Prospective investors in the TARGETS should be
aware, however, that no ruling is being requested from the Internal Revenue
Service with respect to the TARGETS and the Internal Revenue Service might take
a different view as to the proper characterization of the TARGETS or of the
forward contract and of the U.S. federal income tax consequences to a holder
thereof.
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TAX STATUS OF TRUST [VI]
The Trust will be treated as a grantor trust owned solely by the present
and future holders of trust securities for U.S. federal income tax purposes, and
accordingly, income received by Trust [VI] will be treated as income of the
holders of the TARGETS in the manner set forth below.
TAX CONSEQUENCES TO U.S. HOLDERS
Tax Basis in the Treasury Securities and the Forward Contract. Each U.S.
Holder should be considered the owner of its pro rata portion of the treasury
securities and the forward contract in Trust [VI]. The cost to the U.S. Holder
of its TARGETS should be allocated among the holder's pro rata portion of the
treasury securities and the forward contract, in proportion to the fair market
values thereof on the date on which the holder acquires its TARGETS, in order to
determine the holder's tax basis in such assets. It is currently anticipated
that approximately % to % and % to % of the net proceeds of
the offering will be used by Trust [VI] to purchase the treasury securities and
the forward contract, respectively.
Recognition of Original Issue Discount on the Treasury Securities. The
treasury securities in Trust [VI] will consist of stripped, self-amortizing U.S.
Treasury securities. A U.S. Holder should be required to treat its pro rata
portion of each treasury security in Trust [VI] as a bond that was originally
issued on the date the holder purchased its TARGETS and at an original issue
discount equal to the excess of the holder's pro rata portion of the amounts
payable on such treasury security over the holder's tax basis therein, as
discussed above. The amount of such excess, however, should constitute only a
portion of the total amounts payable with respect to the treasury securities
held by Trust [VI] and, accordingly, a substantial portion of the quarterly cash
distributions from Trust [VI] to holders should be treated as a tax-free return
of the holder's investment in the treasury securities and should reduce the
holder's tax basis in its pro rata portion of the treasury securities. A U.S.
Holder, whether using the cash or accrual method of tax accounting, should be
required to include original issue discount, other than original issue discount
on short-term treasury securities as described below, in gross income for U.S.
federal income tax purposes as it accrues, in accordance with a constant yield
method, prior to the receipt of cash attributable to such income. A U.S.
Holder's tax basis in a treasury security held by Trust [VI] should be increased
by the amount of any original issue discount included in gross income by the
holder with respect to such treasury security and reduced to the extent that any
payment received on maturity, sale or other disposition of the TARGETS
represents a repayment of accrued original issue discount.
With respect to any short-term treasury security (a treasury security with
a maturity of one year or less from the date it is purchased) held by Trust
[VI], U.S. Holders using the cash method of tax accounting should generally be
required to include interest payments on such treasury securities in gross
income as such payments are received. In addition, such cash method U.S. Holders
may be denied a deduction for any related interest expense until such payments
are received. U.S. Holders using the accrual method of tax accounting should be
required to include original issue discount on any short-term treasury security
held by Trust [VI] in gross income as such original issue discount accrues.
Unless a U.S. Holder elects to accrue the original issue discount on a
short-term treasury security according to a constant yield method based on daily
compounding, such original issue discount should be accrued on a straight-line
basis.
Treatment of the Forward Contract. Each U.S. Holder should be treated as
having entered into a pro rata portion of the forward contract and, at the
maturity date or accelerated maturity date, as having received a pro rata
portion of the maturity payment or accelerated maturity payment, as the case may
be, received by Trust [VI]. A U.S. Holder should not recognize income, gain or
loss upon entry into the forward contract and should not be required to include
in gross income additional amounts over the term of the forward contract, except
with respect to the yield enhancement payments, as described below. See,
however, "-- Possible Alternative Characterizations" below.
Treatment of the Yield Enhancement Payments. Consistent with the agreed
characterization, any yield enhancement payments, including amounts payable with
respect to any deferred yield enhancement payments, should be characterized as
interest payable on the amount of the cash deposit and should generally be
includible in the income of a U.S. holder on an accrual basis.
Sale or Other Disposition of the TARGETS. Upon a sale or other disposition
of all or some of a U.S. Holder's TARGETS, such holder should be treated as
having sold its pro rata portions of the treasury
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<PAGE> 42
securities and the forward contract underlying the TARGETS. The selling U.S.
Holder should recognize capital gain or loss equal to the difference between the
amount realized from such sale or other disposition and the holder's aggregate
tax bases in its pro rata portions of the treasury securities and the forward
contract, except to the extent of any (1) accrued interest with respect to the
holder's pro rata portion of the treasury securities includible in gross income
as ordinary income and (2) possibly any accrued but unpaid yield enhancement
payments, as described above. Any such gain or loss will be long-term capital
gain or loss if the U.S. Holder's holding period for the TARGETS is more than
one year. The distinction between capital gain or loss and ordinary income or
loss is important for purposes of the limitations on a holder's ability to
offset capital losses against ordinary income. In addition, long-term capital
gains recognized by an individual U.S. Holder generally are subject to a maximum
rate of 20 percent.
Distributions Of Cash at the Maturity Date or Accelerated Maturity
Date. On the receipt of cash by Trust [VI] with respect to the forward contract
on the maturity date or accelerated maturity date, a U.S. Holder should realize
capital gain or loss equal to the difference between the holder's pro rata
portion of the amount of cash received by Trust [VI] and the holder's tax basis
in its pro rata portion of the forward contract at that time, except to the
extent such cash is attributable to yield enhancement payments, as described
above. Under certain circumstances, on or following the accelerated maturity
date, Trust [VI] may sell all or a portion of the treasury securities and
distribute the treasury proceeds to holders. Upon such a sale by Trust [VI], a
U.S. Holder should realize capital gain or loss equal to the difference between
the amount of cash received by the holder, except to the extent of any accrued
interest with respect to the holder's pro rata portion of the treasury
securities and the holder's tax basis in its pro rata portion of the treasury
securities sold by Trust [VI]. Any such capital gain or loss described in this
paragraph will be long-term capital gain or loss if the U.S. Holder's holding
period for the TARGETS is more than one year and will be subject to the same
maximum U.S. federal income tax rates for individuals discussed above under
"-- Sale or Other Disposition of the TARGETS".
Possible Alternative Characterizations. The Internal Revenue Service may
contend that TARGETS should be characterized for U.S. federal income tax
purposes in a manner different than the approach described above. For example,
the Internal Revenue Service might assert that the forward contract should be
treated as a contingent debt obligation of Salomon Smith Barney Holdings that is
subject to Treasury regulations governing contingent payment debt instruments.
If the Internal Revenue Service were to prevail in making such an assertion,
original issue discount would accrue with respect to the forward contract at a
"comparable yield" for Salomon Smith Barney Holdings under the forward contract,
determined at the time the forward contract is entered into. A U.S. Holder's pro
rata portion of original issue discount with respect to the forward contract and
the treasury securities might exceed the aggregate amount of the quarterly
distributions received by the holder. In addition, under this treatment, a U.S.
Holder would be required to treat any gain realized on the sale or other
disposition of the TARGETS as ordinary income to the extent that such gain is
allocable to the holder's pro rata portion of the forward contract. Any loss
realized on such sale or other disposition that is allocable to the U.S.
Holder's pro rata portion of the forward contract would be treated as an
ordinary loss to the extent of the holder's original issue discount inclusions
with respect to the forward contract and as capital loss to the extent of loss
in excess of such inclusions. It is also possible that the Internal Revenue
Service could take the view that a U.S. Holder should include in gross income
the amount of cash actually received each year in respect of the TARGETS or that
the TARGETS as a whole constitute a contingent payment debt instrument subject
to the rules described above.
Recently Enacted Legislation. New legislation enacted by Congress on
December 17, 1999 recharacterizes some or all of the net long-term capital gain
arising from certain "constructive ownership" transactions entered into after
July 11, 1999 as ordinary income and would impose an interest charge on any such
ordinary income. The legislation will have no immediate application to forward
contracts in respect of the stock of a domestic operating company, including
TARGETS. The legislation does, however, grant discretionary authority to the
U.S. Treasury Department to promulgate regulations to expand the scope of
"constructive ownership" transactions to include forward contracts in respect of
the stock of all corporations. The legislation separately also directs the
Treasury to promulgate regulations excluding from the scope of the legislation a
forward contract that does not convey "substantially all" of the economic return
on an underlying asset. This
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<PAGE> 43
category may include TARGETS. It is not possible to predict whether such
regulations will be promulgated by the Treasury, or the form or effective date
that any regulations that may be promulgated might take.
TAX CONSEQUENCES TO NON-U.S. HOLDERS
A "Non-U.S. Holder" is a holder of TARGETS that is a non-resident alien
individual or foreign corporation. In the case of a Non-U.S. Holder:
(1) quarterly distributions made with respect to the TARGETS should not be
subject to U.S. withholding tax, provided that such holder complies
with applicable certification requirements, including in general the
furnishing of an Internal Revenue Service Form W-8 or a substitute
form; and
(2) any capital gain realized upon the sale or other disposition of the
TARGETS should not be subject to U.S. federal income tax unless (A) the
gain is effectively connected with a U.S. trade or business of such
holder or (B) in the case of an individual, the individual is present
in the United States for 183 days or more in the taxable year of the
sale or other disposition or the gain is not attributable to a fixed
place of business maintained by such individual in the United States.
Recently issued Treasury regulations may change the certification
procedures relating to withholding on certain amounts paid to Non-U.S. Holders
after December 31, 2000. Prospective investors should consult their tax advisors
regarding the effect, if any, of such new Treasury regulations on an investment
in the TARGETS.
A Non-U.S. Holder that is subject to U.S. federal income taxation on a net
income basis with respect to its investment in the TARGETS should see the
discussion in "-- Tax Consequences to U.S. Holders".
BACKUP WITHHOLDING AND INFORMATION REPORTING
A holder of TARGETS, including a Non-U.S. Holder, may be subject to
information reporting and to backup withholding tax at a rate of 31 percent of
certain amounts paid to the holder unless such holder:
(1) is a corporation or comes within certain other exempt categories and,
when required, provides proof of such exemption, or
(2) provides a correct taxpayer identification number, certifies as to no
loss of exemption from backup withholding tax and otherwise complies
with applicable requirements of the backup withholding rules.
Backup withholding is not an additional tax and any amounts withheld may be
credited against the holder's U.S. federal income tax liability, provided that
the required information is furnished to the Internal Revenue Service.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended, imposes
certain requirements on "employee benefit plans", as defined in Section 3(3) of
ERISA, subject to ERISA, including entities such as collective investment funds
and separate accounts whose underlying assets include the assets of such plans
(collectively, "ERISA Plans") and on those persons who are fiduciaries with
respect to ERISA Plans. Section 406 of ERISA and Section 4975 of the Internal
Revenue Code of 1986 prohibit certain transactions involving the assets of an
ERISA Plan or a plan, such as a Keogh plan or an individual retirement account,
that are not subject to ERISA but which are subject to Section 4975 of the
Internal Revenue Code (together with ERISA Plans, "Plans") and certain persons,
referred to as "parties in interest" under ERISA or "disqualified persons" under
the Internal Revenue Code, having certain relationships to such Plans, unless a
statutory or administrative exception or exemption is applicable to the
transaction.
The U.S. Department of Labor has promulgated a regulation, 29 C.F.R.
Section 2510.3-101, describing what constitutes the assets of a Plan with
respect to the Plan's investment in an entity for purposes of certain provisions
of ERISA, including the fiduciary responsibility provisions of Title I of ERISA
and Section 4975 of the Internal Revenue Code. Under this regulation, if a Plan
invests in a beneficial interest in a trust or a profits interest in a
partnership, the Plan's assets include both the equity interest and an undivided
interest in each of the entity's underlying assets, unless the interest is a
"publicly-offered security" or certain other conditions are
42
<PAGE> 44
satisfied. It is anticipated that the TARGETS should constitute
"publicly-offered securities" within the meaning of the regulation, and that,
consequently, transactions engaged in by the Trust, including the forward
contract, should not be subject to the provisions of ERISA or Section 4975 of
the Internal Revenue Code.
Any Plan fiduciary which proposes to cause a Plan to purchase the TARGETS
should consult with its counsel regarding the applicability of the fiduciary
responsibility and prohibited transaction provisions of ERISA and Section 4975
of the Internal Revenue Code to such an investment, and to confirm that such
investment will not constitute or result in a prohibited transaction or any
other violation of an applicable requirement of ERISA or the Internal Revenue
Code for which an exemption is not available. Governmental plans and certain
church plans not subject to the fiduciary responsibility provisions of ERISA or
the provisions of Section 4975 of the Internal Revenue Code but subject to state
or other federal laws that are substantially similar to the foregoing provisions
of ERISA and the Internal Revenue Code should also consult with their counsel
before purchasing any TARGETS.
By its purchase of any TARGETS, each initial purchaser and subsequent
transferee will be deemed to have represented and warranted on each day from the
date on which the purchaser or transferee acquires the TARGETS through and
including the date on which the purchaser or transferee disposes of its interest
in the TARGETS, either that (A) it is not an ERISA Plan, or other Plan, or a
governmental plan which is subject to any federal, state, or local law that is
substantially similar to the provisions of Section 406 of ERISA or Section 4975
of the Internal Revenue Code or (B) its purchase, holding and disposition of
such TARGETS will not result in a prohibited transaction under Section 406 of
ERISA or Section 4975 of the Internal Revenue Code or any other violation of an
applicable requirement of ERISA or the Internal Revenue Code (or in the case of
a governmental plan, any substantially similar federal, state or local law) for
which an exemption is not available, all of the conditions of which have been
satisfied.
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<PAGE> 45
UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, Salomon Smith Barney Inc., as underwriter, has agreed to
purchase from Trust [VI], and Trust [VI] has agreed to sell to Salomon Smith
Barney Inc., TARGETS.
The underwriting agreement provides that the obligation of Salomon Smith
Barney Inc. to purchase the TARGETS included in this offering is subject to
approval of certain legal matters by counsel and to certain other conditions.
Salomon Smith Barney Inc. is obligated to purchase all of the TARGETS, other
than those covered by the over-allotment option described below, if it purchases
any TARGETS.
Salomon Smith Barney Inc. proposes to offer some of the TARGETS directly to
the public at the public offering price set forth on the cover page of this
prospectus and some of the TARGETS to certain dealers at the public offering
price less a concession not in excess of $ per TARGETS. Salomon Smith
Barney Inc. may allow, and such dealers may reallow, a concession not in excess
of $ per share on sales to certain other dealers. If all of the TARGETS are
not sold at the initial offering price, Salomon Smith Barney Inc. may change the
public offering price and the other selling terms.
Trust [VI] has granted to Salomon Smith Barney Inc. an option, exercisable
for 30 days from the date of this prospectus, to purchase up to
additional TARGETS at the public offering price. Salomon Smith Barney Holdings
will pay the underwriting discount in the amount per TARGETS set forth on the
cover page hereof with respect to such additional TARGETS. Salomon Smith Barney
Inc. may exercise such option solely for the purpose of covering
over-allotments, if any, in connection with this offering.
Trust [VI] and Salomon Smith Barney Holdings have agreed that, for the
period beginning on the date of the underwriting agreement and continuing to and
including the closing date for the purchase of the TARGETS, they will not,
without the prior written consent of Salomon Smith Barney Inc., dispose of or
hedge any securities, including any backup undertakings of such securities, of
Salomon Smith Barney Holdings or of Trust [VI], in each case that are
substantially similar to the TARGETS, or any securities convertible into or
exchangeable for the TARGETS or such substantially similar securities. Salomon
Smith Barney Inc. may release any of the securities subject to this lock-up at
any time without notice.
The underwriting agreement provides that Trust [VI] and Salomon Smith
Barney Holdings will indemnify Salomon Smith Barney Inc. against certain
liabilities, including liabilities under the Securities Act of 1933, and will
make certain contributions in respect thereof, or will contribute to payments
that Salomon Smith Barney Inc. may be required to make in respect of any of
those liabilities and will reimburse Salomon Smith Barney Inc. for certain legal
and other expenses.
Prior to this offering, there has been no public market for the TARGETS.
Consequently, the initial public offering price for the TARGETS was determined
by negotiations among Trust [VI] and Salomon Smith Barney Inc. There can be no
assurance, however, that the prices at which the TARGETS will sell in the public
market after this offering will not be lower than the price at which they are
sold by Salomon Smith Barney Inc. or that an active trading market in the
TARGETS will develop and continue after this offering.
Salomon Smith Barney Holdings and Trust [VI] will apply to list the TARGETS
on the under the symbol " ".
In view of the fact that the proceeds of the sale of the TARGETS will
ultimately be used by Trust [VI] to purchase the forward contract, the
underwriting agreement provides that Salomon Smith Barney Holdings will pay to
Salomon Smith Barney Inc. an underwriting discount of $ per TARGETS for
the account of Salomon Smith Barney Inc.
In connection with the offering, Salomon Smith Barney Inc., as the
underwriter, may purchase and sell TARGETS and common stock in the open market.
These transactions may include over-allotment, covering transactions and
stabilizing transactions. Over-allotment involves sales of TARGETS by Salomon
Smith Barney Inc. in excess of the number of TARGETS issued in the offering,
which creates a short position. Covering transactions involve purchases of
TARGETS in the open market after the distribution has been completed to cover
short positions. Stabilizing transactions consist of certain bids or purchases
of TARGETS
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<PAGE> 46
or common stock made for the purpose of preventing or retarding a decline in the
market price of the TARGETS or common stock while the offering is in progress.
These activities may cause the price of the TARGETS to be higher than the price
that otherwise would exist in the open market in the absence of such
transactions. These transactions may be effected in the over-the-counter market
or otherwise and, if commenced, may be discontinued at any time.
The offer and sale of the TARGETS will comply with the requirements of Rule
2810 of the Conduct Rules of the National Association of Securities Dealers,
Inc. regarding direct participation programs.
This prospectus may be used by Salomon Smith Barney Holdings, Salomon Smith
Barney Inc. or other affiliates of Salomon Smith Barney Holdings in connection
with offers and sales of the TARGETS (subject to obtaining any necessary
approval of the Exchange for any such offers and sales) in
market-making transactions at negotiated prices related to prevailing market
prices at the time of sale. Any such entity may act as principal or agent in
such transactions. No such entity is obligated to make a market in the TARGETS
and any such entity may discontinue any market-making at any time without
notice, at its sole discretion. There can be no assurance of the liquidity or
existence of a secondary market for any TARGETS.
LEGAL MATTERS
The validity of the TARGETS, the forward contract, the guarantee and
certain matters relating thereto will be passed upon for Salomon Smith Barney
Holdings and Trust [VI] by Joan Guggenheimer, Esq. Ms. Guggenheimer, General
Counsel of Salomon Smith Barney Holdings, beneficially owns or has rights to
acquire under Citigroup employee benefit plans, an aggregate of less than one
percent of the common stock of Citigroup. Certain legal matters will be passed
upon for the underwriters by Cleary, Gottlieb, Steen and Hamilton, New York, New
York. Cleary, Gottlieb, Steen & Hamilton has also acted as special tax counsel
to Salomon Smith Barney Holdings in connection with the TARGETS. Cleary,
Gottlieb, Steen and Hamilton has from time to time acted as counsel for Salomon
Smith Barney Holdings and certain of its affiliates and may do so in the future.
EXPERTS
The consolidated financial statements of Salomon Smith Barney Holdings and
its subsidiaries for the fiscal years ended December 31, 1999 and 1998 and for
each of the three years in the period ended December 31, 1999 have been audited
by PricewaterhouseCoopers LLP, independent certified public accountants, as set
forth in their report thereon, included therein and incorporated herein by
reference. Such financial statements are incorporated by reference herein in
reliance upon such report given upon the authority of said firm as experts in
accounting and auditing.
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<PAGE> 47
_______________________________________________________________________________
You should rely only on the information contained or incorporated by reference
in this prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information contained
or incorporated by reference in this prospectus is accurate as of any date other
than the date on the cover of this prospectus.
_______________________________________________________________________________
TABLE OF CONTENTS
Page
- -------------------------------------------------------------------------------
Summary 2
- -------------------------------------------------------------------------------
Risk Factors 10
- -------------------------------------------------------------------------------
Available Information 14
- -------------------------------------------------------------------------------
Salomon Smith Barney Holdings 16
- -------------------------------------------------------------------------------
Use of Proceeds and Hedging Activities 17
- -------------------------------------------------------------------------------
Issuer of the Common Stock 18
- -------------------------------------------------------------------------------
Historical Data on the Common Stock 19
- -------------------------------------------------------------------------------
TARGETS Trust [VI] 20
- -------------------------------------------------------------------------------
Description of the TARGETS 21
- -------------------------------------------------------------------------------
Description of the Forward Contract 36
- -------------------------------------------------------------------------------
Description of the Guarantee 37
- -------------------------------------------------------------------------------
Description of the Treasury Securities 39
- -------------------------------------------------------------------------------
United States Federal Income Tax Considerations 39
- -------------------------------------------------------------------------------
ERISA Considerations 42
- -------------------------------------------------------------------------------
Underwriting 44
- -------------------------------------------------------------------------------
Legal Matters 45
- -------------------------------------------------------------------------------
Experts 45
- -------------------------------------------------------------------------------
TARGETS TRUST [VI]
TARGETED GROWTH
ENHANCED TERMS SECURITIES
(TARGETS(R))
With respect to
the common stock of
Due on
$ per Targets
Guaranteed by
Salomon Smith Barney
Holdings Inc.
PROSPECTUS
, 2000
Salomon Smith Barney
_______________________________________________________________________________
<PAGE> 48
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Commission Registration Fee................................. $ 132,000
Accounting Fees............................................. 100,000
Trustees' Fees and Expenses................................. 55,000
Blue Sky Fees and Expenses.................................. 5,000
Printing and Engraving Fees................................. 200,000
NASD Fee.................................................... 30,500
Legal Fees and Expenses..................................... 500,000
Miscellaneous............................................... 7,500
----------
Total............................................. $1,030,000
</TABLE>
- ---------------
* To be completed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
SALOMON SMITH BARNEY HOLDINGS INC.
Section 721 of the New York Business Corporation Law ("B.C.L.") provides
that, in addition to the indemnification provided in Article 7 of the B.C.L., a
corporation may indemnify a director or officer by a provision contained in its
certificate of incorporation or by-laws or by a duly authorized resolution of
its shareholders or directors or by agreement provided that no indemnification
may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and material to the cause of action, or that such director or officer
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
Section 722(a) of the B.C.L. provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, has no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the B.C.L. provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the B.C.L. in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claims as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 723 of the B.C.L. specifies the manner in which payment of
indemnification under Section 722 of the B.C.L. or indemnification permitted
under Section 721 of the B.C.L. may be authorized by the corporation. It
provides that indemnification by a corporation is mandatory in any case in which
the director or officer has been successful, whether on the merits or otherwise,
in defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification must be authorized by the
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<PAGE> 49
appropriate corporate action as set forth in Section 723. Section 724 of the
B.C.L. provides that, upon application by a director or officer, indemnification
may be awarded by a court to the extent authorized under Sections 722 and 723.
Section 725 of the B.C.L. contains certain other miscellaneous provisions
affecting the indemnification of directors and officers.
Section 726 of the B.C.L. authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as a
result of the indemnification of directors and officers under the above
sections, (2) directors and officers in instances in which they may be
indemnified by a corporation under such sections, and (3) directors and officers
in instances in which they may not otherwise be indemnified by a corporation
under such sections, provided the contract of insurance covering such directors
and officers provides, in a manner acceptable to the New York State
Superintendent of Insurance, for a retention amount and for co-insurance.
Article Seventh(e) of the Restated Certificate of Incorporation of Salomon
Smith Barney Holdings Inc. (the "Company") provides in part as follows:
The Corporation shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of
the fact that he, his testator or intestate is or was a director,
officer or employee of the Corporation or any predecessor of the
Corporation or serves or served any other enterprise as a director,
officer or employee at the request of the Corporation or any predecessor
of the Corporation, provided that this provision shall not provide for
indemnification to be made to or on behalf of any director or officer if
a judgment or other final adjudication adverse to the director or
officer establishes that his acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not legally
entitled.
Article Ninth of the Restated Certificate of Incorporation of the Company
provides as follows:
To the fullest extent permitted under section 402 of the B.C.L., no
director of the corporation shall be personally liable to the
corporation or its shareholders for damages for any breach of duty in
such capacity, provided that this provision shall not limit
(a) the liability of any director if a judgment or other final
adjudication adverse to him or her establishes that his or her acts
or omissions were in bad faith or involved intentional misconduct or
a knowing violation of law or that he or she personally gained in
fact a financial profit or other advantage to which he or she was
not legally entitled or that his or her acts violated section 719 of
the B.C.L. or
(b) the liability of any director for any act or omission prior to
adoption of a provision authorized by this paragraph.
Article Twelve of the By-laws of the Company provides as follows:
The Corporation shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of
the fact that he, his testator or intestate is or was a director,
officer or employee of the Corporation or any predecessor of the
Corporation or serves or served any other enterprise as a director,
officer or employee at the request of the Corporation or any predecessor
of the Corporation, provided that this provision shall not provide for
indemnification to be made to or on behalf of any director or officer if
a judgment or other final adjudication adverse to the director or
officer establishes that his acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not legally
entitled.
The Company has purchased certain liability insurance for its officers and
directors as permitted by Section 726 of the B.C.L. and has entered into
indemnity agreements with its directors and certain officers providing
indemnification in addition to that provided under the B.C.L., as permitted by
Section 721 of the B.C.L.
II-2
<PAGE> 50
THE TARGETS TRUSTS
The form of amended and restated declaration of trust for each of TARGETS
Trust VI, TARGETS Trust VII, TARGETS Trust VIII, TARGETS Trust IX, TARGETS Trust
X, TARGETS Trust XI, TARGETS Trust XII, TARGETS Trust XIII, TARGETS Trust XIV,
TARGETS Trust XV, TARGETS Trust XVI and TARGETS Trust XVII (each a "TARGETS
Trust") provides that no Institutional Trustee (as defined in each amended and
restated declaration of trust) or any of its affiliates, Delaware Trustee (as
defined in each amended and restated declaration of trust) or any of its
affiliates, or officer, director, shareholder, member, partner, employee,
representative, custodian, nominee or agent of the Institutional Trustee or the
Delaware Trustee (each a "Fiduciary Indemnified Person"), and no Regular Trustee
(as defined in each amended and restated declaration of trust), affiliate of any
Regular Trustee, or any officer, director, shareholder, member, partner,
employee, representative or agent of any Regular Trustee, or any employee or
agent of such TARGETS Trust or its affiliates (each a "Company Indemnified
Person") shall be liable, responsible or accountable in damages or otherwise to
such TARGETS Trust, any Affiliate (as defined in the amended and restated
declaration of trust) of such TARGETS Trust or any holder of securities issued
by such TARGETS Trust, or to any officer, director, shareholder, partner,
member, representative, employee or agent of such TARGETS Trust or its
Affiliates for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Fiduciary Indemnified Person or Company
Indemnified Person in good faith on behalf of such TARGETS Trust and in a manner
such Fiduciary Indemnified Person or Company Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Fiduciary
Indemnified Person or Company Indemnified Person by such amended and restated
declaration of trust or by law, except that a Fiduciary Indemnified Person or
Company Indemnified Person shall be liable for any loss, damage, or claim
incurred by reason of such Fiduciary Indemnified Person's or Company Indemnified
Person's gross negligence (or in the case of a Fiduciary Indemnified Person,
negligence) or willful misconduct with respect to such acts or omissions. The
amended and restated declaration of trust of each TARGETS Trust also provides
that, to the full extent permitted by law, the Company shall indemnify any
Company Indemnified Person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in right of such TARGETS Trust) by reason of the fact that he is or was a
Company Indemnified Person against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of such TARGETS Trust, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
amended and restated declaration of trust of each TARGETS Trust also provides
that to the full extent permitted by law, the Company shall indemnify any
Company Indemnified Person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in right of
such TARGETS Trust to procure a judgment in its favor by reason of the fact that
he is or was a Company Indemnified Person against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of such
TARGETS Trust and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such Company Indemnified Person shall have
been adjudged to be liable to such TARGETS Trust unless and only to the extent
that the Court of Chancery of Delaware or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such Court
of Chancery or such other court shall deem proper. The amended and restated
declaration of trust of each TARGETS Trust further provides that expenses
(including attorneys' fees) incurred by a Company Indemnified Person in
defending a civil, criminal, administrative or investigative action, suit or
proceeding referred to in the immediately preceding two sentences shall be paid
by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Company
Indemnified Person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Company as authorized in the
amended and restated declaration of trust. The directors and officers of the
Company and the individual trustees are covered by insurance policies
indemnifying them
II-3
<PAGE> 51
against certain liabilities, including certain liabilities arising under the
Securities Act, which might be incurred by them in such capacities and against
which they cannot be indemnified by the Company or the TARGETS Trusts. Any
agents, dealers or underwriters who execute any of the agreements filed as
Exhibit 1 to this Registration Statement will agree to indemnify the Company's
directors and their officers and the TARGETS Trustees who signed the
Registration Statement against certain liabilities that may arise under the
Securities Act with respect to information furnished to the Company or any of
the TARGETS Trusts by or on behalf of such indemnifying party.
For the undertaking with respect to indemnification, see Item 17 herein.
See the Form of proposed Underwriting Agreement filed or to be filed as
Exhibit 1, for certain indemnification provisions.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C> <C>
1 -- Form of Underwriting Agreement for the offering of the
TARGETS being registered under this Registration Statement.
3.01 -- Restated Certificate of Incorporation of Salomon Smith
Barney Holdings Inc. ("Salomon Smith Barney"), effective as
of July 1, 1999, incorporated by reference to Exhibit 3.02
to Post-Effective Amendment No. 1 to Salomon Smith Barney's
Registration Statement on Form S-3 (No. 333-71667).
3.02 -- By-Laws of Salomon Smith Barney, incorporated by reference
to Exhibit 3.03 to Post-Effective Amendment No. 1 to Salomon
Smith Barney's Registration Statement on Form S-3 (No.
333-71667).
4(a) -- Certificate of Trust of TARGETS Trust VI, incorporated by
reference to Exhibit 4(e) to Salomon Smith Barney's
Registration Statement on Form S-3 (No. 333-71667).
4(b) -- Certificate of Trust of TARGETS Trust VII.
4(c) -- Certificate of Trust of TARGETS Trust VIII.
4(d) -- Certificate of Trust of TARGETS Trust IX.
4(e) -- Certificate of Trust of TARGETS Trust X.
4(f) -- Certificate of Trust of TARGETS Trust XI.
4(g) -- Certificate of Trust of TARGETS Trust XII.
4(h) -- Certificate of Trust of TARGETS Trust XIII.
4(i) -- Certificate of Trust of TARGETS Trust XIV.
4(j) -- Certificate of Trust of TARGETS Trust XV.
4(k) -- Certificate of Trust of TARGETS Trust XVI.
4(l) -- Certificate of Trust of TARGETS Trust XVII.
4(m) -- Form of Amended and Restated Declaration of Trust.
4(n) -- Form of TARGETS Guarantee Agreement.
4(o) -- Form of Indenture.
4(p) -- Form of TARGETS (included in Exhibit 4(m)).
4(q) -- Form of Common Securities (included in Exhibit 4(m)).
4(r) -- Form of Forward Contract (included in Exhibit 4(o)).
5 -- Opinion of counsel as to certain corporate law matters.
8 -- Opinion of counsel as to certain federal income tax matters.
</TABLE>
II-4
<PAGE> 52
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C> <C>
12 -- Computation of Ratio of Earnings to Fixed Charges of Salomon
Smith Barney (incorporated by reference to Exhibit 12.01 to
Salomon Smith Barney's Annual Report on Form 10-K for the
year ended December 31, 1999).
23(a) -- Consent of PricewaterhouseCoopers LLP, independent certified
public accountants.
23(b) -- Consent of counsel (contained in Exhibits No. 5 and 8).
25(a) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust VI, incorporated by reference to Exhibit 25(e) to
Salomon Smith Barney's Registration Statement on Form S-3
(No. 333-71667). .
25(b) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust VII.
25(c) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust VIII.
25(d) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust IX.
25(e) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust X.
25(f) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust XI.
25(g) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust XII.
25(h) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust XIII.
25(i) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust XIV.
25(j) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust XV.
25(k) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust XVI.
25(l) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the amended and restated declaration of trust of TARGETS
Trust XVII.
</TABLE>
II-5
<PAGE> 53
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C> <C>
25(m) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust VI, incorporated by reference to Exhibit 25(j) to
Salomon Smith Barney's Registration Statement on Form S-3
(No. 333-71667). .
25(n) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust VII.
25(o) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust VIII.
25(p) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust IX.
25(q) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust X.
25(r) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust XI.
25(s) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust XII.
25(t) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust XIII.
25(u) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust XIV.
25(v) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust XV.
25(w) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust XVI.
25(x) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the TARGETS Guarantee Agreement with respect to TARGETS
Trust XVII.
25(y) -- Form T-1, Statement of Eligibility Under the Trust Indenture
Act of 1939, as amended, of The Chase Manhattan Bank, under
the Indenture with respect to the Forward Contracts.
</TABLE>
- ---------------
* A Form T-1 Statement of Eligibility and Qualification of Trustees other than
those as to which Form T-1s are filed herewith may be filed as an Exhibit to
a Current Report on Form 8-K and incorporated herein by reference.
II-6
<PAGE> 54
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of Salomon Smith
Barney Holdings Inc.'s annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrants pursuant to the provisions described in Item 15 or otherwise, the
Registrants have been advised that in the opinion of the SEC, such
Indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer, or controlling person of the
Registrants in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in connection with the
securities being registered, the Registrants will, unless in the opinion of
their counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
(d) The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and
(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-7
<PAGE> 55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
VI certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST VI
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-8
<PAGE> 56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
VII certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST VII
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-9
<PAGE> 57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
VIII certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST VIII
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-10
<PAGE> 58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
IX certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST IX
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-11
<PAGE> 59
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust X
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST X
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-12
<PAGE> 60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
XI certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST XI
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-13
<PAGE> 61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
XII certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST XII
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-14
<PAGE> 62
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
XIII certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST XIII
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-15
<PAGE> 63
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
XIV certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST XIV
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-16
<PAGE> 64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
XV certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST XV
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-17
<PAGE> 65
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
XVI certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST XVI
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-18
<PAGE> 66
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TARGETS Trust
XVII certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement and Post-Effective Amendment, or Amendment thereto, to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2000.
TARGETS TRUST XVII
By: /s/ MICHAEL J. DAY
------------------------------------
Name: Michael J. Day
Title: Regular Trustee
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Regular Trustee
By: /s/ MARK I. KLEINMAN
------------------------------------
Name: Mark I. Kleinman
Title: Regular Trustee
II-19
<PAGE> 67
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Salomon Smith
Barney Holdings Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on form S-3 and has duly caused this
Registration Statement and Post-Effective Amendment, or Amendment thereto, to be
signed on its behalf by the undersigned, thereunto duly authorized, on the 15th
day of March, 2000.
SALOMON SMITH BARNEY HOLDINGS INC.
By: /s/ CHARLES W. SCHARF
------------------------------------
Name: Charles W. Scharf
Title: Senior Executive Vice
President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed below by the
following persons in the capacities with Salomon Smith Barney Holdings Inc. on
the 15th day of March, 2000.
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<C> <S>
/s/ MICHAEL A. CARPENTER Chairman of the Board, Chief Executive
- -------------------------------------------- Officer (Principal Executive Officer) and
(Michael A. Carpenter) Director
/s/ DERYCK C. MAUGHAN Director
- --------------------------------------------
(Deryck C. Maughan)
/s/ CHARLES W. SCHARF Senior Executive Vice President and Chief
- -------------------------------------------- Financial Officer (Principal Financial
(Charles W. Scharf) Officer)
/s/ MICHAEL J. DAY Executive Vice President and Controller
- -------------------------------------------- (Principal Accounting Officer)
(Michael J. Day)
</TABLE>
II-20
<PAGE> 1
EXHIBIT 1
TARGETS
TARGETS TRUST [VI]
Targeted Growth Enhanced Terms Securities (TARGETS(Registered))
With Respect to the Common Stock of
Due on
guaranteed to the extent explained
in the Prospectus dated ,2000 by
SALOMON SMITH BARNEY HOLDINGS INC.
FORM OF UNDERWRITING AGREEMENT
, 2000
SALOMON SMITH BARNEY INC.
As Representative of the
Several Underwriters
c/o SALOMON SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
TARGETS Trust [VI] (the "Trust"), a statutory business trust organized
under the Business Trust Act (the "Delaware Act") of the State of Delaware
(Chapter 38, Title 12, of the Delaware Business Code, 12 Del. C. Section 3801 et
seq.), proposes, upon the terms and conditions set forth herein, to issue and
sell of its Targeted Growth Enhanced Terms Securities (TARGETS(Registered))
(the "TARGETS") to [you, as underwriter] [the several underwriters named on
Schedule I hereto] (the "Underwriter[s]") [for whom you (the "Representative")
are acting as representative].
The TARGETS are to be issued pursuant to the terms of a declaration of
trust, dated as of , 2000, as amended and restated as of ,
2000 (the "Declaration"), among Salomon Smith Barney Holdings Inc., a Delaware
corporation (the "Company" and, together with the Trust, the "Offerors"), as
sponsor, the trustees named therein (the "TARGETS Trustees") and the holders
from time to time of undivided beneficial interests in the assets of the Trust.
The Declaration is qualified as an indenture under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act").
The TARGETS represent undivided beneficial ownership interests in the
assets of the Trust. The assets of the Trust will consist solely of (i) a
forward contract with respect to the Common Stock of , purchased
by the Trust from the Company (the "Forward Contract") and (ii) a portfolio of
stripped U.S. treasury securities (the "Treasury Securities"). The Company and
The Chase Manhattan Bank, a New York banking association, as Guarantee Trustee
(the "Guarantee Trustee"), are to enter into the TARGETS Guarantee Agreement
dated as of , 2000 (the "Guarantee Agreement") with respect to the
TARGETS. The Guarantee Agreement, when taken together with the Forward Contract
and the Company's obligation to pay all fees and expenses of the Trust,
constitutes a full and unconditional guarantee by the Company of all
<PAGE> 2
payments to be made to the holders of the TARGETS. The TARGETS, the Guarantee
and the Forward Contract are hereinafter collectively referred to as the
"Securities."
The Offerors wish to confirm as follows their agreement with you, in
connection with your purchase of the TARGETS as the Underwriter[s].
1. Representations and Warranties. The Offerors represent and warrant to,
and agree with, you as set forth below in this Section 1.
(a) A registration statement on Form S-3 (File Nos. 333- and
333-71667) , including a form of prospectus, relating to the Securities has
been prepared by the Company in conformity in all material respects with the
requirements of the Securities Act of 1933, as amended (the "Act"), the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules
and regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") thereunder, and has been filed with the
Commission and has become effective. Such registration statement and form of
prospectus may have been amended or supplemented from time to time prior to the
date of this Agreement; any such amendment to such registration statement was
so prepared and filed and any such amendment has become effective. A final
prospectus (the "Prospectus") relating to the Securities has been so prepared
and will be filed pursuant to Rule 424 under the Act. Copies of such
registration statement and form of prospectus, any such amendment or
supplement, the Prospectus and all documents incorporated by reference therein
which were filed with the Commission on or prior to the date hereof have been
delivered to you. Such registration statement as amended or supplemented to the
date hereof, is hereinafter referred to as the "Registration Statement". Any
references herein to the Registration Statement or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
which were filed with the Commission on or prior to the date hereof, and any
reference to the terms "amend," "amendment" or "supplement" with respect to the
Registration Statement or the Prospectus shall be deemed to refer to and
include the filing of any document with the Commission deemed to be
incorporated by reference therein after the date hereof.
(b) The Registration Statement, at the time it became effective, any
post-effective amendment thereto, at the time it became effective, the
Registration Statement and the Prospectus, as of the date hereof and at the
Closing Date (as hereinafter defined), and any amendment or supplement thereto,
conformed or will conform in all material respects to the requirements of the
Act, the Trust Indenture Act and the Rules and Regulations; and no such document
included or will include an untrue statement of a material fact or omitted or
will omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; except that the foregoing shall not
apply to (i) statements or omissions from any such document in reliance upon,
and in conformity with, written information furnished to the Company by you or
on your behalf, specifically for use in the preparation thereof or (ii) that
part of the Registration Statement which shall constitute Statements of
Eligibility (Forms T-1) under the Trust Indenture Act of each of the
Institutional Trustee, the Guarantee Trustee and the Delaware Trustee.
(c) The documents incorporated by reference in the Registration Statement
or Prospectus, when they became effective or were filed with the Commission, as
the case may be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), conformed and any documents so filed and incorporated by
reference after the date hereof will, when they are filed with the Commission,
conform, in all material respects to the requirements of the Act and the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder.
2
<PAGE> 3
2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Trust agrees to
sell to [you, as Underwriter, and you, as Underwriter, agree] [each Underwriter
and each Underwriter agrees, severally and not jointly], to purchase from the
Trust, at a purchase price of $ per TARGETS, plus accrued distributions,
if any, from , 2000, [ TARGETS] [the number of TARGETS set forth
opposite the name of such Underwriter in Schedule I hereto (or such number of
TARGETS increased as set forth in Section 8 hereof)]
(b) The Company agrees that, in view of the fact that the proceeds of the
sale of the TARGETS will be invested in the Forward Contract, it shall pay to
[you, as Underwriter,] [the Underwriters] as compensation ("Underwriter[s]
Compensation") for [your] [their] arranging the investment of the proceeds
therein, on the Closing Date (as hereinafter defined), $o per TARGETS.
3. Delivery and Payment. Delivery of and payment for the TARGETS shall be
made at 10:00 AM, New York City time, on , 2000, or at such time on
such later date not more than three Business Days after the foregoing date as
you shall designate (such date and time of delivery and payment for the TARGETS
being herein referred to as the "Closing Date"). Delivery of the TARGETS shall
be made to [you, as Underwriter,] [the Representative] for [your] [the
respective] account[s] against payment by [you, as Underwriter,] [the several
Underwriters through the Representative] of the purchase price thereof to or
upon the order of the Company by wire transfer payable in same-day funds to an
account specified by the Company. Delivery of the TARGETS shall be made through
the facilities of The Depository Trust Company unless you shall otherwise
instruct.
4. Agreements of the Offerors. The Offerors jointly and severally agree
with [you, as Underwriter,] [the several Underwriters] as follows:
(a) The Offerors will cause the Prospectus to be filed pursuant to Rule
424 under the Act and will notify you promptly of such filing. During the period
in which a prospectus relating to the TARGETS is required to be delivered under
the Act, the Offerors will notify you promptly of the time when any amendment to
the Registration Statement has become effective or any subsequent supplement to
the Prospectus has been filed and of any request by the Commission for any
amendment of or supplement to the Registration Statement or the Prospectus or
for additional information; the Offerors will prepare and file with the
Commission, promptly upon your request, any amendments or supplements to the
Registration Statement or Prospectus, which, in your opinion, may be necessary
or advisable in connection with the distribution of the TARGETS by [you, as
Underwriter] [the Underwriters]; the Offerors will file no amendment or
supplement to the Registration Statement or the Prospectus (other than any
document required to be filed under the Exchange Act which upon filing is deemed
to be incorporated by reference therein) to which you shall reasonably object by
notice to the Company after having been furnished a copy a reasonable time prior
to the filing; and the Offerors will furnish to you at or prior to the filing
thereof a copy of any such prospectus supplement or any document which upon
filing is deemed to be incorporated by reference in the Registration Statement
or Prospectus.
(b) The Offerors will advise you, promptly after either of them shall
receive notice or obtain knowledge thereof, of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement, of
the suspension of the qualification of the TARGETS for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceeding for any such
purpose; and they will promptly use their respective best efforts to
3
<PAGE> 4
prevent the issuance of any stop order or to obtain its withdrawal if such a
stop order should be issued.
(c) Within the time during which a prospectus relating to the TARGETS is
required to be delivered under the Act, the Offerors will comply with all
requirements imposed upon the Offerors by the Act, as now and hereafter amended,
and by the Rules and Regulations, as from time to time in force, so far as
necessary to permit the continuance of sales of or dealings in the TARGETS as
contemplated by the provisions hereof and the Prospectus. If during such period
any event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances then existing, not misleading, or if during such period it is
necessary to amend or supplement the Registration Statement or the Prospectus to
comply with the Act, the Offerors will promptly notify you and you will amend or
supplement the Registration Statement or the Prospectus (at the expense of the
Offerors) so as to correct such statement or omission or effect such compliance.
(d) The Offerors will use their respective best efforts to qualify the
TARGETS for sale under the securities laws of such jurisdictions as you
reasonably designate, to maintain such qualifications in effect so long as
required for the distribution of the TARGETS and, if requested by [you, as
Underwriter,] [the Underwriters] to arrange for the determination of the
legality of the TARGETS for purchase by institutional investors, except that
neither the Company nor the Trust shall be required in connection therewith to
qualify to do business in any jurisdiction where it is not now so qualified or
to take any action which would subject it to general or unlimited service of
process in any jurisdiction where it is not now so subject.
(e) The Offerors will furnish to [you, as Underwriter,] [the Underwriters]
copies of the Registration Statement and the Prospectus (including all documents
incorporated by reference therein), and all amendments and supplements to the
Registration Statement or the Prospectus which are filed with the Commission
during the period in which a prospectus relating to the TARGETS is required to
be delivered under the Act (including all documents filed with the Commission
during such period which are deemed to be incorporated by reference therein), in
each case in such quantities as you may from time to time reasonably request.
(f) The Company will make generally available to its security holders and
to you as soon as practicable, but in any event not later than 15 months after
the end of the Company's current fiscal quarter, an earnings statement (which
need not be audited) of the Company covering a 12-month period beginning after
the date upon which the Prospectus is filed pursuant to Rule 424 under the Act,
which shall satisfy the provisions of Section 11(a) of the Act.
(g) The Company, whether or not the transactions contemplated hereunder
are consummated or this Agreement is terminated, will pay all expenses incident
to the performance of the Offerors' obligations hereunder, including, without
limiting the generality of the foregoing, all costs, taxes and expenses incident
to the issue and delivery of the Securities, all fees and expenses of the
Offerors' counsel and accountants, and all costs and expenses incident to the
preparing, printing, filing and distributing of all documents relating to the
offering, and will reimburse [you, as Underwriter,] [the Underwriters] for any
expenses (including fees and disbursements of counsel) incurred by [you] [them]
in connection with the matters referred to in Section 4(d) hereof and the
preparation of memoranda relating thereto, for any filing fee of the National
Association of Securities Dealers, Inc. relating to the TARGETS, and for any
fees charged by investment rating agencies for rating the TARGETS. If the sale
of TARGETS provided for in this Agreement is not consummated by reason of any
failure, refusal or inability
4
<PAGE> 5
on the part of the Offerors to perform any agreement on its part to be
performed, or because any other condition of the Underwriter's [Underwriters']
obligations hereunder required to be fulfilled by the Offerors is not fulfilled,
the Company will reimburse [you, as Underwriter,] [the Underwriters] for all
reasonable out-of-pocket disbursements (including fees and disbursements of
counsel) incurred by [you, as Underwriter,] [the Underwriters] in connection
with the proposed purchase and sale of the TARGETS.
(h) Each of the Trust and the Company agree, during the period beginning
on the date of this Agreement and continuing to and including the Closing Date,
not to offer, sell, contract to offer, sell or otherwise dispose of any TARGETS
or any other securities (including any backup undertakings for such securities)
of the Company or of the Trust, in each case that are substantially similar to
the TARGETS, or any securities convertible into or exchangeable for the TARGETS
or such substantially similar securities of either the Trust or the Company,
without the prior written consent of Salomon Smith Barney Inc.
5. Conditions of Underwriter's Obligations. The obligations of [you, as
Underwriter,] [the several Underwriters] to purchase and pay for the TARGETS as
provided herein shall be subject to the accuracy, as of the date of this
Agreement and the Closing Date (as if made at the Closing Date), of the
representations and warranties of the Offerors herein, to the performance by the
Offerors of their obligations hereunder, and to the following additional
conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall have
been instituted or, to the knowledge of the Company, the Trust or [the] [any]
Underwriter, threatened by the Commission, and any request of the Commission for
additional information (to be included in the Registration Statement or the
Prospectus or otherwise) shall have been complied with to your satisfaction.
(b) Subsequent to the effective date of this Agreement, there shall not
have occurred (i) any change, or any development involving a prospective change,
in or affecting particularly the business or properties of the Company or its
subsidiaries which, in [your] [the] judgment [of a majority in interest of the
Underwriters], materially impairs the investment quality of the TARGETS; (ii)
any downgrading in the rating of the TARGETS or the Company's debt securities by
any "nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act); (iii) any suspension or limitation of
trading in securities generally on the New York Stock Exchange, or any setting
of minimum prices for trading on such exchange, or any suspension of trading of
any securities of the Company on any exchange or in the over-the-counter market;
(iv) any banking moratorium declared by Federal or New York authorities; or (v)
any outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by Congress or any other substantial national
or international calamity or emergency if, in your judgment, the effect of any
such outbreak, escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with completion of the sale of and payment
for the TARGETS.
(c) You shall have received an opinion, dated the Closing Date, of Joan
Guggenheimer, General Counsel of the Company and counsel to the Offerors,
substantially in the form attached hereto as Exhibit A.
(d) You shall have received an opinion, dated the Closing Date, of Cleary,
Gottlieb, Steen & Hamilton, special tax counsel to the Company and counsel to
the Offerors and the Trust, substantially in the form attached hereto as Exhibit
B.
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<PAGE> 6
(e) You shall have received an opinion, dated the Closing Date, of
Thacher Proffitt & Wood, counsel to The Chase Manhattan Bank, substantially in
the form attached hereto as Exhibit C.
(f) You shall have received from Cleary, Gottlieb, Steen & Hamilton,
counsel for the Underwriter[s], such opinion or opinions, dated the Closing
Date, with respect to the issuance and sale of the TARGETS, the Registration
Statement, the Prospectus and other related matters as you may reasonably
require, and the Trust and the Company shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling them to pass
upon such matters.
(g) The Company and the Trust shall each have furnished to you a
certificate, dated the Closing Date, and, in the case of the Company, signed by
the Chairman of the Board, any Vice Chairman, any Vice President, the Treasurer
or the Deputy Treasurer and by the Controller or principal financial or
accounting officer of the Company, and, in the case of the Trust signed by one
of the Regular Trustees, to the effect that each signatory of such certificate
has carefully examined the Registration Statement, as amended as of the date of
such certificate, the Prospectus, as amended and supplemented as of the date of
such certificate, and this Agreement and that:
(i) the representations and warranties of the Company or the Trust,
as the case may be, in this Agreement are true and correct on and as of
the Closing Date with the same effect as if made on the Closing Date, and
the Company and the Trust, as the case may be, has complied in all
material respects with all the agreements and satisfied all the conditions
on its part to be performed or satisfied hereunder at or prior to the
Closing Date;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceedings for that purpose have been
instituted or, to their knowledge, threatened;
(iii) the Registration Statement, including any supplements or
amendments thereto, do not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; the Prospectus,
including any supplements or amendments thereto, does not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; and since the effective date of the Registration Statement
there has not occurred any event concerning which information is required
to be contained in an amended or supplemented Prospectus concerning which
such information is not contained therein; and
(iv) there have been no material adverse changes in the general
affairs of the Company and its subsidiaries taken as a whole or the Trust
or in their financial position as shown by information contained in the
Registration Statement and the Prospectus, other than changes disclosed in
or contemplated by the Registration Statement and the Prospectus.
(h) PricewaterhouseCoopers LLP or another nationally recognized
independent accounting firm, shall have furnished to you a letter or letters,
dated the Closing Date, substantially in the form heretofore approved by you.
6
<PAGE> 7
(i) The TARGETS shall have been registered under the Exchange Act and
shall have been listed or approved for listing, upon notice of issuance, on the
o.
(j) Prior to the Closing Date, the Company shall have furnished to you
such further information, certificates and documents as you may reasonably
request.
6. Indemnification and Contribution. (a) Each of the Trust and the Company
will jointly and severally indemnify and hold harmless [you, as Underwriter,]
[each Underwriter] against any losses, claims, damages or liabilities, joint or
several, to which [you, as Underwriter,] [such Underwriter] may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus, or any amendment or supplement thereto,
or any related preliminary prospectus, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading and
will reimburse [you, as Underwriter,] [each Underwriter] for any legal or other
expenses reasonably incurred by [you][it] in connection with investigating or
defending against such loss, claim, damage, liability or action; provided,
however, that the Offerors shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Offerors by or on behalf of [you, as Underwriter,] [any
Underwriter] specifically for use in the preparation thereof.
(b) [You, as Underwriter,] [Each Underwriter] will indemnify and hold
harmless each of the Trust and the Company against any losses, claims, damages
or liabilities to which the Trust or the Company may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement, the Prospectus or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made therein in reliance upon and
in conformity with written information furnished to the Offerors by or on behalf
of [you, as Underwriter,] [any Underwriter] specifically for use in the
preparation thereof, and will reimburse the Trust and the Company for any legal
or other expenses reasonably incurred by the Trust and the Company in connection
with investigating or defending against any such loss, claim, damage, liability
or action.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party (who shall not except, with the consent of the
indemnified party, be counsel to the indemnified party), and after notice from
the indemnifying party to such
7
<PAGE> 8
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this Section 6 is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above, (i) in such proportion
as is appropriate to reflect the relative benefits received by the Offerors on
the one hand and [you, as Underwriter,] [the Underwriters] on the other from the
offering of the TARGETS, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Offerors on the one hand and [you, as Underwriter,]
[the Underwriters] on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the
Offerors on the one hand and [you, as Underwriter,] [the Underwriters] on the
other shall be deemed to be in the same proportion as the total proceeds from
the offering of the TARGETS (before deducting expenses) received by the Trust
bear to the total amount of Underwriter[s] Compensation received by [you, as
Underwriter,] [the Underwriters] in each case as set forth in the Prospectus.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Offerors or [you, as Underwriter,] [the Underwriters] and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The Offerors and you, as Underwriter, agree
that it would not be just and equitable if contributions pursuant to this
subsection (d) were to be determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations
referred to in the first sentence of this subsection (d). The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim (which
shall be limited as provided in subsection (c) above if the indemnifying party
has assumed the defense of any such action in accordance with the provisions
thereof) which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), [you, as Underwriter,] [no Underwriter] shall
be required to contribute any amount in excess of the amount by which the total
price at which the TARGETS underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which [you, as
Underwriter,] [such Underwriter] [have] [has] otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Promptly after receipt
by an indemnified party under this subsection (d) of the notice of the
commencement of any action against such party in respect of which a claim for
contribution may be made against an indemnifying party under this subsection
(d), such indemnified party shall notify the indemnifying party in writing of
the commencement thereof if the notice specified in subsection (c) above has not
been given with respect to such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under this subsection (d).
8
<PAGE> 9
(e) The obligations of the Offerors under this Section 6 shall be in
addition to any liability which the Offerors may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
[the] [any] Underwriter within the meaning of the Act or the Exchange Act; and
the obligations of [you, as Underwriter,] [the Underwriters] under this Section
6 shall be in addition to any liability which [you, as Underwriter,] [the
Underwriters] may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company (including any person who, with his
consent, is named in the Registration Statement as about to become a director of
the Company), to each officer of the Company and TARGETS Trustee who has signed
the Registration Statement, and to each person, if any, who controls the Company
or the Trust within the meaning of the Act or the Exchange Act.
7. Representations and Agreements to Survive Delivery. All
representations, warranties and agreements of the Company or the Trust herein or
in certificates delivered pursuant hereto, and the agreements of [you, as
Underwriter,] [the several Underwriters] contained in Section 6 hereof, shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of [you, as Underwriter,] [any Underwriter] or any
controlling persons, or the Company or any of its officers, directors or any
controlling persons, or the Trust or the TARGETS Trustees and shall survive
delivery of and payment for the TARGETS.
[8. Substitution of Underwriters. (a) If any Underwriter or Underwriters
shall fail to take up and pay for the principal amount of TARGETS agreed by such
Underwriter or Underwriters to be purchased hereunder, upon tender of such
TARGETS in accordance with the terms hereof, and the principal amount of TARGETS
not purchased does not aggregate more than 10% of the total principal amount of
the TARGETS, the remaining Underwriters shall be obligated to take up and pay
for (in proportion to the respective underwriting obligations hereunder as set
forth herein except as may otherwise be determined by you) the TARGETS which the
withdrawing or defaulting Underwriters agreed but failed to purchase.
(b) If any Underwriter or Underwriters shall fail to take up and pay for
the principal amount of TARGETS agreed by such Underwriter or Underwriters to be
purchased hereunder, upon tender of such TARGETS in accordance with the terms
hereof, and the principal amount of TARGETS not purchased aggregates more than
10% of the total principal amount of TARGETS, and arrangements satisfactory to
you and the Offerors for the purchase of such TARGETS by other persons are not
made within 36 hours thereafter, this Agreement shall terminate. In the event of
a default by any Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not to exceed seven full business days, as
you shall determine in order that the required changes in the Registration
Statement and the Prospectus or in any other documents or arrangements may be
effected. In the event of any such termination, the Offerors shall not be under
any liability to any Underwriter (except to the extent provided in Section 4(g)
and Section 6 hereof) nor shall any Underwriter (other than an Underwriter who
shall have failed, otherwise than for some reason permitted under this
Agreement, to purchase the principal amount of TARGETS agreed by such
Underwriter to be purchased under this Agreement) be under any liability to the
Offerors (except to the extent provided in Section 6 hereof). Nothing contained
in this Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Offerors and any non-defaulting Underwriter for damages occasioned
by its default hereunder.]
[8.] [9.] Termination of Agreement. You shall have the right to terminate
this Agreement by giving notice as hereinafter specified at any time at or prior
to the Closing Date if (i) the Company or the Trust shall have failed, refused
or been unable, at or prior to the Closing Date, to perform, in any material
respect, any agreement on its part to be performed hereunder,
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<PAGE> 10
or (ii) any other condition of the [Underwriter's] [Underwriters'] obligations
is not fulfilled in all material respects. Any such termination shall be without
liability of any party to any other party except that the provisions of Section
4(g) and Section 6 shall at all times be effective. If you elect to terminate
this Agreement as provided in this Section, the Company shall be notified
promptly by you by telephone, telecopy or telegram, confirmed by letter.
[9.] [10.] Notices. Except as otherwise provided herein, notice given
pursuant to any provision of this Agreement shall be in writing and shall be
delivered (i) if to the Offerors, to the Company, or to the Trust care of the
Company, at the office of the Company at 388 Greenwich Street, New York, New
York 10013, Attention: Treasurer; or (ii) if to you, [as Underwriter,] [as
Representative of the several Underwriters,] care of Salomon Smith Barney Inc.,
388 Greenwich Street, New York, New York 10013, Attention: Manager, Investment
Banking Division.
[10.] [11.] Parties. This Agreement shall inure to the benefit of and be
binding upon the Company, the Trust and the Underwriter[s] and their respective
successors and the controlling persons, officers and directors referred to in
Section 6 hereof, and no other person shall have any right or obligation
hereunder.
[11.] [12.] Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[12.] [13.] Counterparts. This Agreement may be executed by one or more of
you, the Company and the Trust in one or more counterparts, each of which shall
constitute an original and all of which taken together shall constitute one and
the same Agreement.
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<PAGE> 11
Please confirm that the foregoing correctly sets forth the agreement among
the Trust, the Company and the Underwriter[s].
Very truly yours,
TARGETS TRUST [VI]
By ____________________________________
as Regular Trustee
By ____________________________________
as Regular Trustee
SALOMON SMITH BARNEY HOLDINGS INC.
By ____________________________________
Name:
Title:
Confirmed as of the date first above mentioned
[on behalf of itself and the other several
Underwriters named in Schedule I hereto.]
SALOMON SMITH BARNEY INC., as [Underwriter]
[Representative of the Several Underwriters]
By ____________________________________
Name:
Title:
11
<PAGE> 1
EXHIBIT 4(b)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST VII, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810,
hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST VII".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHITIT 4(c)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST VIII, desiring to form
a business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section
3810, hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST VIII".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIBIT 4(d)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST IX, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810,
hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST IX".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIBIT 4(e)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST X, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810,
hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST X".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIBIT 4(f)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST XI, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810,
hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST XI".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIBIT 4(g)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST XII, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810,
hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST XII".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIBIT 4(h)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST XIII, desiring to form
a business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section
3810, hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST XIII".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIBIT 4(i)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST XIV, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810,
hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST XIV".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIBIT 4(j)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST XV, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810,
hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST XV".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIT 4(k)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST XVI, desiring to form a
business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810,
hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST XVI".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIBIT 4(l)
CERTIFICATE OF TRUST
The undersigned, the trustees of TARGETS TRUST XVII, desiring to form
a business trust pursuant to Delaware Business Trust Act, 12 Del. C. Section
3810, hereby certify as follows:
(a) The name of the business trust being formed hereby (the "Trust")
is "TARGETS TRUST XVII".
(b) The name and business address of the trustee of the Trust which
has its principal place of business in the State of Delaware is as follows:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, Delaware 19801
(c) This Certificate of Trust shall be effective as of the date of
filing.
Dated: March 10, 2000
/s/ MICHAEL J. DAY
-----------------------------------
Michael J. Day, Regular Trustee
/s/ CHARLES W. SCHARF
-----------------------------------
Charles W. Scharf, Regular Trustee
/s/ MARK I. KLEINMAN
-----------------------------------
Mark I. Kleinman, Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By: /s/ DENIS KELLY
-----------------------------------
Name: Denis Kelly
Title: Assistant Vice President
SALOMON SMITH BARNEY HOLDINGS
INC., as Sponsor
By: /s/ MICHAEL J. DAY
-----------------------------------
Name: Michael J. Day
<PAGE> 1
EXHIBIT 4(m)
FORM OF
AMENDED AND RESTATED DECLARATION
OF TRUST
TARGETS TRUST [VI]
DATED AS OF , 2000
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I
INTERPRETATION AND DEFINITIONS
SECTION 1.1 Definitions.............................................................................................1
ARTICLE II
TRUST INDENTURE ACT
SECTION 2.1 Trust Indenture Act; Application........................................................................7
SECTION 2.2 Lists of Holders of Securities..........................................................................8
SECTION 2.3 Reports by the Institutional Trustee....................................................................8
SECTION 2.4 Quarterly Reports to Institutional Trustee..............................................................8
SECTION 2.5 Evidence of Compliance with Conditions Precedent........................................................8
SECTION 2.6 Acceleration Events; Waiver.............................................................................8
SECTION 2.7 Acceleration Event; Notice.............................................................................10
ARTICLE III
ORGANIZATION
SECTION 3.1 Name 10
SECTION 3.2 Office.................................................................................................11
SECTION 3.3 Purpose................................................................................................11
SECTION 3.4 Authority..............................................................................................11
SECTION 3.5 Title to Property of the Trust.........................................................................11
SECTION 3.6 Powers and Duties of the Regular Trustees..............................................................11
SECTION 3.7 Prohibition of Actions by the Trust and the Trustees...................................................14
SECTION 3.8 Powers and Duties of the Institutional Trustee.........................................................15
SECTION 3.9 Certain Duties and Responsibilities of the Institutional Trustee.......................................17
SECTION 3.10 Certain Rights of Institutional Trustee................................................................19
SECTION 3.11 Delaware Trustee.......................................................................................21
SECTION 3.12 Execution of Documents.................................................................................21
SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.................................................21
SECTION 3.14 Duration of Trust......................................................................................22
SECTION 3.15 Mergers................................................................................................22
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE IV
SPONSOR
SECTION 4.1 Sponsor's Purchase of Common Securities................................................................23
SECTION 4.2 Responsibilities of the Sponsor........................................................................23
ARTICLE V
TRUSTEES
SECTION 5.1 Number of Trustees.....................................................................................24
SECTION 5.2 Delaware Trustee.......................................................................................25
SECTION 5.3 Institutional Trustee; Eligibility.....................................................................25
SECTION 5.4 Qualifications of Regular Trustees and Delaware Trustee Generally......................................26
SECTION 5.5 Initial Trustees; Additional Powers of Regular Trustees................................................26
SECTION 5.6 Appointment, Removal and Resignation of Trustees.......................................................27
SECTION 5.7 Vacancies among Trustees...............................................................................28
SECTION 5.8 Effect of Vacancies....................................................................................28
SECTION 5.9 Meetings...............................................................................................28
SECTION 5.10 Delegation of Power....................................................................................29
SECTION 5.11 Merger, Conversion, Consolidation or Succession to Business............................................29
ARTICLE VI
DISTRIBUTIONS
SECTION 6.1 Distributions..........................................................................................30
ARTICLE VII
ISSUANCE OF SECURITIES
SECTION 7.1 General Provisions Regarding Securities................................................................30
ARTICLE VIII
TERMINATION OF TRUST
SECTION 8.1 Termination of Trust...................................................................................31
</TABLE>
ii
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE IX
TRANSFER OF INTERESTS
SECTION 9.1 Transfer of Securities.................................................................................32
SECTION 9.2 Transfer of Trust Certificates.........................................................................32
SECTION 9.3 Deemed Security Holders................................................................................33
SECTION 9.4 Book-Entry Interests...................................................................................33
SECTION 9.5 Notices to Clearing Agency.............................................................................34
SECTION 9.6 Appointment of Successor Clearing Agency...............................................................34
SECTION 9.7 Definitive TARGETS Certificates........................................................................34
SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Trust Certificates................................................35
ARTICLE X
LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
SECTION 10.1 Liability..............................................................................................35
SECTION 10.2 Exculpation............................................................................................36
SECTION 10.3 Fiduciary Duty.........................................................................................36
SECTION 10.4 Indemnification........................................................................................37
SECTION 10.5 Outside Businesses.....................................................................................40
ARTICLE XI
ACCOUNTING
SECTION 11.1 Fiscal Year............................................................................................40
SECTION 11.2 Certain Accounting Matters.............................................................................40
SECTION 11.3 Banking................................................................................................41
SECTION 11.4 Withholding............................................................................................41
ARTICLE XII
AMENDMENTS AND MEETINGS
SECTION 12.1 Amendments.............................................................................................42
SECTION 12.2 Meetings of the Holders of Securities; Action by Written Consent.......................................43
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1 Notices................................................................................................45
</TABLE>
iii
<PAGE> 5
<TABLE>
<S> <C>
SECTION 13.2 Governing Law..........................................................................................46
SECTION 13.3 Intention of the Parties...............................................................................46
SECTION 13.4 Headings...............................................................................................46
SECTION 13.5 Successors and Assigns.................................................................................46
SECTION 13.6 Partial Enforceability.................................................................................46
SECTION 13.7 Counterparts...........................................................................................46
ANNEX I TERMS OF SECURITIES.......................................................................... I-1
EXHIBIT A-1 FORM OF TARGETS CERTIFICATE.................................................................. A1-1
EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE.......................................................... A2-1
EXHIBIT B SPECIMEN OF FORWARD CONTRACT CERTIFICATE..................................................... B-1
EXHIBIT C UNDERWRITING AGREEMENT....................................................................... C-1
</TABLE>
iv
<PAGE> 6
CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>
Section of
Trust Indenture Act Section of
of 1939, as amended Declaration
------------------- -----------
<S> <C>
310(a)............................................................................. 5.3(a)
310(c)............................................................................. Inapplicable
311(c)............................................................................. Inapplicable
312(b)............................................................................. 2.2
313................................................................................ 2.3
314(a)............................................................................. 2.4
314(b)............................................................................. Inapplicable
314(c)............................................................................. 2.5
314(d)............................................................................. Inapplicable
314(f)............................................................................. Inapplicable
315(a)............................................................................. 3.9(b)
315(c)............................................................................. 3.9(a)
315(d)............................................................................. 3.9(b)
316(a)............................................................................. 2.6, Annex I
316(c)............................................................................. 3.6(e)
</TABLE>
* This Cross-Reference Table does not constitute part of the Declaration
and shall not affect the interpretation of any of its terms or provisions.
<PAGE> 7
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
TARGETS TRUST [VI]
AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration")
dated and effective as of , 2000, by the Trustees (as defined herein),
the Sponsor (as defined herein) and by the holders, from time to time, of
undivided beneficial interests in the Trust to be issued pursuant to this
Declaration.
WHEREAS, the Trustees and the Sponsor established TARGETS
TRUST [VI] (the "Trust"), under the Business Trust Act (as defined herein)
pursuant to a Declaration of Trust dated as of , 2000 (the "Original
Declaration") and a Certificate of Trust filed with the Secretary of State of
the State of Delaware on , 2000, for the sole purpose of issuing and
selling certain securities representing undivided beneficial interests in the
assets of the Trust and investing the proceeds thereof in the Forward Contract
represented by the Forward Contract Certificates and the Treasury Securities
(each as defined herein);
WHEREAS, as of the date hereof, no interests in the Trust have
been issued; and
WHEREAS, all of the Trustees and the Sponsor, by this
Declaration, amend and restate each and every term and provision of the Original
Declaration.
NOW, THEREFORE, it being the intention of the parties hereto
to continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.
ARTICLE I
INTERPRETATION AND DEFINITIONS
SECTION 1.1 DEFINITIONS.
Unless the context otherwise requires:
(a) Capitalized terms used in this Declaration but not defined
in the preamble above have the respective meanings assigned to them in
this Section 1.1;
(b) a term defined anywhere in this Declaration has the same
meaning throughout;
(c) all references to "the Declaration" or "this Declaration"
are to this Declaration as modified, supplemented or amended from time
to time;
1
<PAGE> 8
(d) all references in this Declaration to Articles and
Sections and Annexes and Exhibits are to Articles and Sections of and
Annexes and Exhibits to this Declaration unless otherwise specified;
(e) a term defined in the Trust Indenture Act has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and
(f) a reference to the singular includes the plural and vice
versa.
"ACCELERATED MATURITY DATE" has the meaning specified in the
Indenture.
"ACCELERATED MATURITY PAYMENT" has the meaning specified in
the Indenture.
"ACCELERATION EVENT" has the meaning specified in Annex I
hereto.
"AFFILIATE" has the same meaning as given to that term in Rule
405 under the Securities Act or any successor rule thereunder.
"AUTHORIZED OFFICER" of a Person means any Person that is
authorized to bind such Person.
"BANKRUPTCY EVENT" has the meaning specified in Annex I.
"BOOK-ENTRY INTEREST" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.
"BUSINESS DAY" means any day other than a Saturday, Sunday or
a day on which banking institutions in The City of New York, are permitted or
required by any applicable law to close.
"BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from
time to time, or any successor legislation.
"CLEARING AGENCY" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as
depositary for the TARGETS and in whose name or in the name of a nominee of that
organization shall be registered a Global Certificate and which shall undertake
to effect book entry transfers and pledges of the TARGETS. The initial Clearing
Agency shall be DTC.
"CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time the
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.
"CLOSING DATE" means , 2000.
2
<PAGE> 9
"CODE" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor legislation.
"COMMISSION" means the Securities and Exchange Commission.
"COMMON SECURITIES" has the meaning specified in Section 7.1.
"COMMON SECURITY CERTIFICATE" means a definitive certificate
in fully registered form representing a Common Security substantially in the
form of Exhibit A-2.
The "COMPANY" means SSBH in its capacity as issuer of the
Forward Contract under the Indenture.
"COMPANY INDEMNIFIED PERSON" means (a) any Regular Trustee;
(b) any Affiliate of any Regular Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Regular Trustee; or (d) any officer, employee or agent of the Trust or its
Affiliates.
"CORPORATE TRUST OFFICE" means the office of the Institutional
Trustee at which the corporate trust business of the Institutional Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Declaration is located at 450 West 33rd Street - 14th
Floor, New York, New York 10001.
"COVERED PERSON" means: (a) any officer, director,
shareholder, partner, member, representative, employee or agent of (i) the Trust
or (ii) the Trust's Affiliates; and (b) any Holder of Securities.
"DEFINITIVE TARGETS CERTIFICATES" has the meaning specified in
Section 9.4.
"DELAWARE TRUSTEE" has the meaning specified in Section 5.1.
"DISTRIBUTION" has the meaning specified in Section 6.1.
"DTC" means the Depository Trust Company, the initial Clearing
Agency.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor legislation.
"FIDUCIARY INDEMNIFIED PERSON" has the meaning specified in
Section 10.4(b).
"FORWARD CONTRACT" means the Forward Contract, dated
, 2000 with respect to the Common Stock of
to be issued by the Company under the Indenture.
"FORWARD CONTRACT CERTIFICATES" means the certificates
(defined in the Indenture as the "Securities") evidencing interests in the
Forward Contract, a specimen of which is attached hereto as Exhibit B.
3
<PAGE> 10
"GLOBAL CERTIFICATE" has the meaning specified in Section 9.4.
"HOLDER" means a Person in whose name a Trust Certificate
representing a Security is registered, such Person being a beneficial owner
within the meaning of the Business Trust Act.
"INDEMNIFIED PERSON" means a Company Indemnified Person or a
Fiduciary Indemnified Person.
"INDENTURE" means the Indenture with respect to the Forward
Contract, dated as of , 2000 between the Company and the Indenture
Trustee, as amended or supplemented.
"INDENTURE TRUSTEE" means The Chase Manhattan Bank, as trustee
under the Indenture until a successor is appointed thereunder, and thereafter
means such successor trustee.
"INSTITUTIONAL TRUSTEE" means the Trustee meeting the
eligibility requirements specified in Section 5.3.
"INSTITUTIONAL TRUSTEE ACCOUNT" has the meaning specified in
Section 3.8(c).
"INVESTMENT COMPANY" means an investment company as defined in
the Investment Company Act.
"INVESTMENT COMPANY ACT" means the Investment Company Act of
1940, as amended from time to time, or any successor legislation.
"INVESTMENT COMPANY EVENT" has the meaning specified in Annex
I.
"LEGAL ACTION" has the meaning specified in Section 3.6(g).
"MAJORITY OF THE SECURITIES", "MAJORITY OF THE TARGETS" OR
"MAJORITY OF THE COMMON SECURITIES" means, as the context may require, except as
provided in the terms of the Securities or by the Trust Indenture Act, Holder(s)
of outstanding Securities voting together as a single class, or Holders of
outstanding TARGETS or Holders of outstanding Common Securities voting
separately as a class, who are the record owners of an aggregate amount of such
securities representing more than 50% of all outstanding beneficial interests in
the assets of the Trust by all Holders of Securities or Holders of the relevant
class of Securities, as the case may be.
"MATURITY DATE" has the meaning specified in the Indenture.
"MATURITY PAYMENT" has the meaning specified in the Indenture.
"OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:
4
<PAGE> 11
(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions
relating thereto;
(b) a brief statement of the nature and scope of the
examination or investigation undertaken by each officer in rendering
the Officers' Certificate;
(c) a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is
necessary to enable such officer to express an informed opinion as to
whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.
"PAYING AGENT" has the meaning specified in Section 3.8(i).
"PAYMENT AMOUNT" has the meaning specified in Section 6.1.
"PERSON" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.
"PRO RATA" has the meaning specified in Annex I.
"QUARTERLY DISTRIBUTIONS" has the meaning specified in Annex
I.
"QUORUM" means a majority of the Regular Trustees or, if there
are only two Regular Trustees, both of them.
"REGULAR TRUSTEE" has the meaning specified in Section 5.1.
"RELATED PARTY" means, with respect to the Sponsor, any direct
or indirect wholly owned subsidiary of the Sponsor or any other Person that
owns, directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.
"RESPONSIBLE OFFICER" means, with respect to the Institutional
Trustee, any officer within the Corporate Trust Office of the Institutional
Trustee, including any vice-president, any assistant vice-president, any
assistant secretary, the treasurer, any assistant treasurer, trust officer or
other officer of the Corporate Trust Office of the Institutional Trustee
customarily performing functions similar to those performed by any of the above
designated officers and who, in any case, has direct responsibility for the
administration of this Declaration and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.
"RULE 3a-5" means Rule 3a-5 under the Investment Company Act.
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"SECURITIES" means the Common Securities and the TARGETS.
"SECURITIES ACT" means the Securities Act of 1933, as amended
from time to time, or any successor legislation.
"SPONSOR" means SSBH or any successor entity in a merger,
consolidation or amalgamation, in its capacity as sponsor of the Trust.
"SSBH" means Salomon Smith Barney Holdings Inc., a New York
corporation, together with any successor entity in a merger, consolidation or
amalgamation.
"SUCCESSOR DELAWARE TRUSTEE" has the meaning specified in
Section 5.6.
"SUCCESSOR ENTITY" has the meaning specified in Section
3.15(b).
"SUCCESSOR INSTITUTIONAL TRUSTEE" has the meaning specified in
Section 5.6.
"SUCCESSOR SECURITIES" has the meaning specified in Section
3.15(b).
"SUPER MAJORITY" has the meaning specified in Section
2.6(a)(ii).
"TARGETS" has the meaning specified in Section 7.1.
"TARGETS BENEFICIAL OWNER" means, with respect to a Book-Entry
Interest, a Person who is the beneficial owner of such Book-Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).
"TARGETS CERTIFICATE" means a definitive certificate in fully
registered form representing one or more TARGETS substantially in the form of
Exhibit A-1.
"TARGETS GUARANTEE" means the guarantee agreement dated as of
the Closing Date, of the Sponsor in respect of the TARGETS.
"TAX EVENT" has the meaning specified in Annex I.
"10% OF THE SECURITIES" means, as the context may require,
except as provided in the terms of the Securities or by the Trust Indenture Act,
Holder(s) of outstanding Securities voting together as a single class, Holders
of outstanding TARGETS or Holders of outstanding Common Securities voting
separately as a class, who are the record owners of an aggregate amount of such
Securities representing 10% or more of the beneficial interests in the assets of
the Trust by all Holders of Securities or Holders of the relevant class of
Securities, as the case may be.
"TREASURY PROCEEDS" has the meaning specified in Section
3.6(d).
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"TREASURY REGULATIONS" means the income tax regulations,
including temporary and proposed regulations, promulgated under the Code by the
United States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).
"TREASURY SECURITIES" means the securities having the terms
specified in Schedule I hereto; any payments thereunder shall be made to the
Trust by 10:00 a.m. on the relevant date for Quarterly Distributions in respect
of the TARGETS.
"TRUST CERTIFICATE" means a Common Security Certificate or a
TARGETS Certificate.
"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
as amended from time to time, or any successor legislation.
"TRUSTEE" OR "TRUSTEES" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof and references herein to a Trustee or the Trustees shall refer
to such Person or Persons solely in their capacity as trustees hereunder.
"YIELD ENHANCEMENT PAYMENTS" has the meaning specified in the
Indenture.
ARTICLE II
TRUST INDENTURE ACT
SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.
(a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.
(b) The Institutional Trustee shall be the only Trustee that
is a Trustee for the purposes of the Trust Indenture Act.
(c) If and to the extent that any provision of this
Declaration limits, qualifies or conflicts with the duties imposed by Sections
310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.
(d) The application of the Trust Indenture Act to this
Declaration shall not affect the nature of the Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.
SECTION 2.2 LISTS OF HOLDERS OF SECURITIES.
The Institutional Trustee shall comply with its obligations
under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.
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SECTION 2.3 REPORTS BY THE INSTITUTIONAL TRUSTEE.
Within 60 days after April 15 of each year, the Institutional
Trustee shall provide to the Holders of the TARGETS such reports as are required
by Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Institutional Trustee
shall also comply with the requirements of Section 313(d) of the Trust Indenture
Act.
SECTION 2.4 QUARTERLY REPORTS TO INSTITUTIONAL TRUSTEE.
Each of the Sponsor and the Regular Trustees on behalf of the
Trust shall provide to the Institutional Trustee such documents, reports and
information, if any, as required by Section 314 of the Trust Indenture Act and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.
SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.
Each of the Sponsor and any Regular Trustee on behalf of the
Trust shall provide to the Institutional Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Declaration that
relate to any of the matters specified in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) may be given in the form of an Officers' Certificate.
SECTION 2.6 ACCELERATION EVENTS; WAIVER.
(a) The Holders of a Majority of TARGETS may, by vote, on
behalf of the Holders of all of the TARGETS, waive any past Acceleration Event
in respect of the TARGETS and its consequences; provided that, if the underlying
Acceleration Event under the Indenture:
(i) is not waivable under the Indenture, the Acceleration
Event under this Declaration shall also not be waivable; or
(ii) is waivable only with the consent of holders of more than
a majority (determined in accordance with the Indenture) of the
outstanding Forward Contract Certificates (a "Super Majority") affected
thereby, only the Holders of at least the same proportion of the
TARGETS that the relevant Super Majority represents of the aggregate
outstanding beneficial interests in the Forward Contract represented by
all the TARGETS outstanding may waive such Acceleration Event in
respect of the TARGETS under this Declaration.
The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Acceleration Event with respect to the
TARGETS arising therefrom shall be deemed to have been cured, for every purpose
of this Declaration, but no such waiver shall extend to any subsequent or other
default or an
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Acceleration Event with respect to the TARGETS or impair any right consequent
thereon. Any waiver by the Holders of the TARGETS of an Acceleration Event with
respect to the TARGETS shall also be deemed to constitute a waiver by the
Holders of the Common Securities of any such Acceleration Event with respect to
the Common Securities for all purposes of this Declaration without any further
act, vote, or consent of the Holders of the Common Securities.
(b) The Holders of a Majority of the Common Securities may, by
vote, on behalf of the Holders of all of the Common Securities, waive any past
Acceleration Event with respect to the Common Securities and its consequences;
provided that, if the underlying Acceleration Event:
(i) is not waivable under the Indenture, the Acceleration
Event under the Declaration shall also not be waivable, except where
the Holders of the Common Securities are deemed to have waived such
Acceleration Event under the Declaration as provided in this Section
2.6(b); or
(ii) is waivable only with the consent of a Super Majority of
the Securities, only the Holders of at least the proportion of the
Common Securities that the relevant Super Majority represents of the
aggregate outstanding beneficial interests in the Forward Contract
represented by all the Common Securities outstanding may waive such
Acceleration Event in respect of the Common Securities under the
Declaration, except where the Holders of the Common Securities are
deemed to have waived such Acceleration Event under the Declaration as
provided in this Section 2.6(b);
provided further, that each Holder of Common Securities will be deemed to have
waived any such Acceleration Event and all Acceleration Events with respect to
the Common Securities and their consequences until all Acceleration Events with
respect to the TARGETS have been cured, waived or otherwise eliminated, and
until such Acceleration Events with respect to the TARGETS have been so cured,
waived or otherwise eliminated, the Institutional Trustee will be deemed to be
acting solely on behalf of the Holders of the TARGETS and only the Holders of
the TARGETS will have the right to direct the Institutional Trustee in
accordance with the terms of the Securities. The foregoing provisions of this
Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon the waiver of an Acceleration Event by
the Holders of a Majority of the Common Securities, any such default shall cease
to exist and any Acceleration Event with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Acceleration Event with respect to the Common Securities or impair any right
consequent thereon.
(c) A waiver of an Acceleration Event under the Indenture by
the Institutional Trustee at the direction of the Holders of the TARGETS,
constitutes a waiver of the corresponding Acceleration Event under this
Declaration. The foregoing provisions of this Section 2.6(c) shall be in lieu of
Section 316 (a)(1)(B) of the Trust Indenture Act and such
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Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded
from this Declaration and the Securities, as permitted by the Trust Indenture
Act.
SECTION 2.7 ACCELERATION EVENT; NOTICE.
(a) The Institutional Trustee shall, within 90 days after the
occurrence of an Acceleration Event, transmit by mail, first class postage
prepaid, to the Holders of the Securities, notices of (i) all defaults with
respect to the Securities actually known to a Responsible Officer of the
Institutional Trustee, unless such defaults have been cured before the giving of
such notice (the term "defaults" for the purposes of this Section 2.7(a) being
hereby defined to be an Acceleration Event as defined in the Indenture not
including any periods of grace provided for therein and irrespective of the
giving of any notice provided therein) and (ii) any notice of default received
from the Indenture Trustee with respect to any Forward Contract Certificate
which notice from the Institutional Trustee to the Holders shall state that an
Acceleration Event under the Indenture also constitutes an Acceleration Event
with respect to the Securities; provided that, except for a default in the
payment of amounts due at maturity of any of the Trust Certificates, the
Institutional Trustee shall be protected in withholding such notice if and so
long as a Responsible Officer of the Institutional Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities.
(b) The Institutional Trustee shall not be deemed to have
knowledge of any default except any default as to which the Institutional
Trustee shall have received written notice or of which a Responsible Officer of
the Institutional Trustee charged with the administration of the Declaration
shall have actual knowledge.
ARTICLE III
ORGANIZATION
SECTION 3.1 NAME.
The Trust is named "TARGETS Trust [VI]", as such name may be
modified from time to time by the Regular Trustees following written notice to
the Delaware Trustee, the Institutional Trustee and the Holders of Securities.
The Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Regular Trustees.
SECTION 3.2 OFFICE.
The address of the principal office of the Trust is 388
Greenwich Street, New York, New York 10013. On ten Business Days' written notice
to the Holders of Securities, the Delaware Trustee and the Institutional
Trustee, any Regular Trustee may designate another principal office.
SECTION 3.3 PURPOSE.
The exclusive purposes and functions of the Trust are (a) to
issue and sell the Securities and use at least 85% of the proceeds from such
sale to purchase the Forward Contract Certificates and to use not more than 15%
of such proceeds to acquire the Treasury Securities,
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and (b) except as otherwise limited herein, to engage in only those other
activities necessary, or incidental thereto. The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets, or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States federal income tax
purposes as a grantor trust.
SECTION 3.4 AUTHORITY.
Subject to the limitations provided in this Declaration and to
the specific duties of the Institutional Trustee, the Regular Trustees shall
have exclusive and complete authority to carry out the purposes of the Trust. An
action taken by any Regular Trustee in accordance with his or her powers shall
constitute the act of and serve to bind the Trust and an action taken by the
Institutional Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with Trustees
acting on behalf of the Trust, no person shall be required to inquire into the
authority of Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of Trustees as
specified in this Declaration.
SECTION 3.5 TITLE TO PROPERTY OF THE TRUST.
Except as provided in Section 3.8 with respect to the Forward
Contract Certificates, the Treasury Securities and the Institutional Trustee
Account or as otherwise provided in this Declaration, legal title to all assets
of the Trust shall be vested in the Trust. The Holders shall not have legal
title to any part of the assets of the Trust, but shall have an undivided
beneficial interest in the assets of the Trust.
SECTION 3.6 POWERS AND DUTIES OF THE REGULAR TRUSTEES.
Acting together or (except as set forth in Section 3.6(b)(i)
below) individually, the Regular Trustees shall have the exclusive power, duty
and authority to cause the Trust to engage in the following activities:
(a) to issue and sell the Securities in accordance with this
Declaration; provided, however, that the Trust may issue no more than
one series of TARGETS and no more than one series of Common Securities;
and, provided further, that there shall be no interests in the Trust
other than the Securities, and the issuance of Securities shall be
limited to a simultaneous issuance of the TARGETS and the Common
Securities on the Closing Date and any other date TARGETS are sold
pursuant to any overallotment option granted to any underwriters in
accordance with the terms of an underwriting agreement;
(b) in connection with the issue and sale of the TARGETS, at
the direction of the Sponsor, to:
(i) execute and file with the Commission on behalf of
the Trust a registration statement on Form S-3 or on another
appropriate form, including a registration statement under
Rule 415 or Rule 462(b) of the Securities Act, in each
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case prepared by the Sponsor, including any pre-effective or
post-effective amendments thereto, relating to the
registration under the Securities Act of the TARGETS;
provided, however, that such registration statement and any
amendment thereto shall be executed by a majority of the
Regular Trustees;
(ii) execute and file any documents prepared by the
Sponsor, or take any acts as determined by the Sponsor to be
necessary in order to qualify or register all or part of the
TARGETS in any jurisdiction in which the Sponsor has
determined to qualify or register such TARGETS for sale;
(iii) execute and file an application, prepared by
the Sponsor, to the Chicago Board Options Exchange, any other
national stock exchange or national securities market for
listing upon notice of issuance of any TARGETS;
(iv) execute and file with the Commission on behalf
of the Trust a registration statement on Form 8-A, prepared by
the Sponsor, including any pre-effective or post-effective
amendments thereto, relating to the registration of the
TARGETS under Section 12(b) of the Exchange Act; and
(v) deliver an underwriting agreement providing for
the sale of the TARGETS;
(c) to enter into the Forward Contract and acquire the Forward
Contract Certificates and the Treasury Securities with the proceeds of
the sale of the TARGETS and the Common Securities and to take all
actions and perform such duties as may be required pursuant to the
terms of the Forward Contract Certificates and the Treasury Securities;
provided, however, that the Regular Trustees, acting together or
individually, shall cause legal title to the Forward Contract
Certificates and the Treasury Securities to be held of record in the
name of the Institutional Trustee for the benefit of the Holders of the
Securities;
(d) upon an Acceleration Event, to (i) give the Sponsor and
the Institutional Trustee prompt written notice of the occurrence of
such Acceleration Event; and (ii) give written instructions to the
Institutional Trustee to (A) liquidate the Treasury Securities by
soliciting at least three all-cash bids (one of which may be from an
affiliate of the Sponsor) and selling and transferring the Treasury
Securities to the highest of the three bidders, and (B) distribute the
net proceeds therefrom (the "Treasury Proceeds"), the Accelerated
Maturity Payment to holders of the Trust Securities; provided that the
Regular Trustee or Trustees taking such action shall consult with the
Sponsor and the Institutional Trustee before taking or refraining from
taking any ministerial action in relation to an Acceleration Event;
(e) to establish a record date with respect to all actions to
be taken hereunder that require a record date be established, including
and with respect to, for the purposes of Section 316(c) of the Trust
Indenture Act, Distributions and voting rights, and to issue relevant
notices to the Holders of Securities;
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(f) to take all actions and perform such duties as may be
required pursuant to the terms of the Securities;
(g) to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or
against the Trust ("Legal Action"), unless pursuant to Section 3.8(e),
the Institutional Trustee has the exclusive power to bring such Legal
Action;
(h) to employ or otherwise engage employees and agents (who
may be designated as officers with titles), managers, contractors,
advisors, and consultants and pay reasonable compensation for such
services;
(i) to cause the Trust to comply with the Trust's obligations
under the Trust Indenture Act;
(j) to give the certificate required by Section 314(a)(4) of
the Trust Indenture Act to the Institutional Trustee, which certificate
may be executed by any Regular Trustee;
(k) to incur expenses that are necessary or incidental to
carrying out any of the purposes of the Trust;
(l) to act as, or appoint another Person to act as, registrar
and transfer agent for the Securities;
(m) to take all action that may be necessary or appropriate
for the preservation and the continuation of the Trust's valid
existence, rights, franchises and privileges as a statutory business
trust under the laws of the State of Delaware and of each other
jurisdiction in which such existence is necessary to protect the
limited liability of the Holders of the TARGETS or to enable the Trust
to effect the purposes for which the Trust was created;
(n) to take any action, not inconsistent with this Declaration
or with applicable law, that a Regular Trustee determines in his or her
discretion to be necessary or desirable in carrying out the activities
of the Trust as set out in this Section 3.6, including, but not limited
to:
(i) causing the Trust not to be deemed to be an
Investment Company required to be registered under the
Investment Company Act; and
(ii) causing the Trust to be classified for United
Suites federal income tax purposes as a grantor trust;
provided that such action does not adversely affect the
interests of Holders;
(o) to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with
respect to the Trust to be duly prepared and filed by a Regular
Trustee, on behalf of the Trust; and
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(p) to execute all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in
all matters necessary or incidental to the foregoing.
The Regular Trustees must exercise the powers specified in
this Section 3.6 in a manner that is consistent with the purposes and functions
of the Trust set out in Section 3.3, and the Regular Trustees shall not take any
action that is inconsistent with the purposes and functions of the Trust
specified in Section 3.3.
Subject to this Section 3.6, the Regular Trustees shall have
none of the powers or the authority of the Institutional Trustee specified in
Section 3.8.
Any expenses incurred by the Regular Trustees pursuant to this
Section 3.6 shall be reimbursed by the Company.
SECTION 3.7 PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.
The Trust shall not, and the Trustees (including the
Institutional Trustee in its role as Institutional Trustee) shall not, engage in
any activity other than as required or authorized by this Declaration. In
particular, the Trust shall not and the Trustees (including the Institutional
Trustee in its role as Institutional Trustee) shall cause the Trust not to:
(i) invest any proceeds received by the Trust from the Forward
Contract Certificates and the Treasury Securities, but shall promptly
distribute all such proceeds to Holders of Securities pursuant to the
terms of this Declaration and of the Securities;
(ii) dispose of the Forward Contract Certificates prior to
earlier of the Maturity Date or an Accelerated Maturity Date or dispose
of any of the Treasury Securities prior to an Accelerated Maturity
Date;
(iii) acquire any assets other than as expressly provided
herein;
(iv) possess Trust property for other than a Trust purpose;
(v) make any loans or incur any indebtedness;
(vi) possess any power or otherwise act in such a way as to
vary the Trust assets or the terms of the Securities in any way
whatsoever;
(vii) issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than the
Securities; or
(viii) other than as provided in this Declaration or Annex I,
(A) direct the time, method and place of exercising any trust or power
conferred upon the Institutional Trustee with respect to the Forward
Contract, the Forward Contract Certificates or the Treasury Securities,
(B) waive any past default that is waivable under the Forward Contract,
the Forward Contract Certificates or the Treasury Securities, (C)
exercise any
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right to rescind or annul any declaration that the Maturity Payment or
Accelerated Maturity Payment shall be due and payable in regard to the
Forward Contract Certificates or (D) consent to any amendment,
modification or termination of the Indenture or the Forward Contract
Certificates where such consent shall be required unless the Trust
shall have obtained an opinion of nationally recognized independent tax
counsel experienced in such matters to the effect that as a result of
such action, the Trust will not fail to be classified as a grantor
trust for United States federal income tax purposes.
SECTION 3.8 POWERS AND DUTIES OF THE INSTITUTIONAL TRUSTEE.
(a) The legal title to the Forward Contract Certificates and
the Treasury Securities shall be owned by and held of record in the name of the
Institutional Trustee in trust for the benefit of the Holders of the Securities.
The right, title and interest of the Institutional Trustee to the Forward
Contract Certificates and the Treasury Securities shall vest automatically in
each Person who may hereafter be appointed as Institutional Trustee in
accordance with Section 5.6. Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Forward
Contract Certificates or the Treasury Securities have been executed and
delivered.
(b) The Institutional Trustee shall not transfer its right,
title and interest in the Forward Contract Certificates or the Treasury
Securities to the Regular Trustees or to the Delaware Trustee (if the
Institutional Trustee does not also act as Delaware Trustee).
(c) The Institutional Trustee shall:
(i) establish and maintain a segregated non-interest bearing
trust account (the "Institutional Trustee Account") in the name of and
under the exclusive control of the Institutional Trustee on behalf of
the Holders of the Securities and, upon the receipt of payments of
funds made in respect of the Forward Contract Certificates and the
Treasury Securities held by the Institutional Trustee, deposit such
funds into the Institutional Trustee Account and make payments to the
Holders of the Securities from the Institutional Trustee Account in
accordance with Section 6.1. Funds in the Institutional Trustee Account
shall be held uninvested until disbursed in accordance with this
Declaration. The Institutional Trustee Account shall be an account that
is maintained with the Institutional Trustee in its corporate trust
department or with a banking institution the rating on whose long-term
unsecured indebtedness assigned by a "nationally recognized statistical
rating organization," as that term is defined for purposes of Rule
436(g)(2) under the Securities Act, is at least equal to the rating
assigned to unsubordinated indebtedness of SSBH by a nationally
recognized statistical rating organization;
(ii) engage in such ministerial activities as shall be
necessary or appropriate to carry out the functions described in clause
(i) above; and
(iii) upon written notice of distribution issued by the
Regular Trustees in accordance with the terms of the Securities, engage
in such ministerial activities as shall
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be necessary or appropriate to effect the distribution of the
Accelerated Maturity Payment and the Treasury Proceeds to Holders of
Securities upon the occurrence of an Acceleration Event or other
specified circumstances pursuant to the terms of the Securities.
(d) The Institutional Trustee shall take all actions and
perform such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities.
(e) Subject to Section 2.6, the Institutional Trustee shall
take any Legal Action which arises out of or in connection with an Acceleration
Event of which a Responsible Officer of the Institutional Trustee has actual
knowledge or the Institutional Trustee's duties and obligations under this
Declaration or the Trust Indenture Act.
(f) The Institutional Trustee shall not resign as a Trustee
unless either:
(i) the Trust has been completely liquidated and the proceeds
of the liquidation distributed to the Holders of Securities pursuant to
the terms of the Securities; or
(ii) a Successor Institutional Trustee has been appointed and
has accepted that appointment in accordance with Section 5.6.
(g) The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of Forward
Contract Certificates under the Indenture and, if an Acceleration Event actually
known to a Responsible Officer of the Institutional Trustee occurs and is
continuing, the Institutional Trustee shall, for the benefit of Holders of the
Securities, enforce its rights as a holder of Forward Contract Certificates
subject to the rights of the Holders pursuant to the terms of such Securities,
this Declaration, the Business Trust Act and the Trust Indenture Act.
(h) The Institutional Trustee shall have the legal power to
exercise all of the rights, powers and privileges of a holder of the Treasury
Securities and the Institutional Trustee shall, for the benefit of the Holders
of the Securities, enforce its rights as a holder of the Treasury Securities
subject to the rights of the Holders pursuant to the terms of such Securities,
this Declaration, the Business Trust Act and the Trust Indenture Act.
(i) The Institutional Trustee may authorize one or more
Persons (each, a "Paying Agent") to pay Distributions on behalf of the Trust
with respect to all Securities and any such Paying Agent shall comply with
Section 317(b) of the Trust Indenture Act. Any Paying Agent may be removed by
the Institutional Trustee at any time and a successor Paying Agent or additional
Paying Agents may be appointed at any time by the Institutional Trustee.
(j) Subject to this Section 3.8, the Institutional Trustee
shall have none of the duties, liabilities, powers or the authority of the
Regular Trustees specified in Section 3.6.
The Institutional Trustee must exercise the powers specified
in this Section 3.8 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.3,
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and the Institutional Trustee shall not take any action that is inconsistent
with the purposes and functions of the Trust set out in Section 3.3.
SECTION 3.9 CERTAIN DUTIES AND RESPONSIBILITIES OF THE INSTITUTIONAL
TRUSTEE.
(a) The Institutional Trustee, before the occurrence of any
Acceleration Event and after the curing of all Acceleration Events that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Declaration and no implied covenants shall be read into this
Declaration against the Institutional Trustee. In case an Acceleration Event has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a
Responsible Officer of the Institutional Trustee has actual knowledge, the
Institutional Trustee shall exercise such of the rights and powers vested in it
by this Declaration, and use the same degree of care and skill in the exercise
of such rights and powers, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
(b) No provision of this Declaration shall be construed to
relieve the Institutional Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:
(i) prior to the occurrence of an Acceleration Event and after
the curing or waiving of all such Acceleration Events that may have
occurred:
(A) the duties and obligations of the Institutional
Trustee shall be determined solely by the express provisions
of this Declaration and the Institutional Trustee shall not be
liable except for the performance of such duties and
obligations as are specifically set forth in this Declaration,
and no implied covenants or obligations shall be read into
this Declaration against the Institutional Trustee; and
(B) in the absence of bad faith on the part of the
Institutional Trustee, the Institutional Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Institutional
Trustee and conforming to the requirements of this
Declaration; but in the case of any such certificates or
opinions that by any provision hereof are specifically
required to be furnished to the Institutional Trustee, the
Institutional Trustee shall be under a duty to examine the
same to determine whether or not they conform to the
requirements of this Declaration;
(ii) the Institutional Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer of the
Institutional Trustee, unless it shall be proved that the Institutional
Trustee was negligent in ascertaining the pertinent facts;
(iii) the Institutional Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith
in accordance with the direction of the Holders of not less than a
Majority of the Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Institutional
Trustee, or
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exercising any trust or power conferred upon the Institutional Trustee
under this Declaration;
(iv) no provision of this Declaration shall require the
Institutional Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that the repayment of such funds
or liability is not reasonably assured to it under the terms of this
Declaration or indemnity reasonably satisfactory to the Institutional
Trustee against such risk or liability is not reasonably assured to it;
(v) the Institutional Trustee's sole duty with respect to the
custody, safe keeping and physical preservation of the Forward Contract
Certificates, the Treasury Securities and the Institutional Trustee
Account shall be to deal with such property in a similar manner as the
Institutional Trustee deals with similar property for its own account,
subject to the protections and limitations on liability afforded to the
Institutional Trustee under this Declaration and the Trust Indenture
Act;
(vi) the Institutional Trustee shall have no duty or liability
for or with respect to the value, genuineness, existence or sufficiency
of the Forward Contract, the Forward Contract Certificates, the
Treasury Securities or the payment of any taxes or assessments levied
thereon or in connection therewith;
(vii) the Institutional Trustee shall not be liable for any
interest on any money received by it except as it may otherwise agree
with the Sponsor. Money held by the Institutional Trustee need not be
segregated from other funds held by it except in relation to the
Institutional Trustee Account maintained by the Institutional Trustee
pursuant to Section 3.8(c)(i) and except to the extent otherwise
required by law;
(viii) the Institutional Trustee shall not be responsible for
monitoring the compliance by the Regular Trustees or the Sponsor with
their respective duties under this Declaration, nor shall the
Institutional Trustee be liable for any default or misconduct of the
Regular Trustees or the Sponsor;
(ix) the granting of any right to the Institutional Trustee
hereunder shall not be deemed to impose on the Institutional Trustee an
obligation to exercise such rights subject to Section 3.9(b)(x);
(x) the Institutional Trustee shall not be obligated to
exercise any remedy or take any action hereunder unless directed to do
so by the Holders of a Majority of the Securities and shall have no
liability for its failure to act pending receipt of any such direction.
This Section 3.9 is in furtherance of and subject to Sections
315 and 316 of the Indenture Act.
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SECTION 3.10 CERTAIN RIGHTS OF THE INSTITUTIONAL TRUSTEE.
(a) Subject to the provisions of Section 3.9:
(i) the Institutional Trustee may conclusively rely, and shall
be fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by
it to be genuine and to have been signed, sent or presented by the
proper party or parties;
(ii) any direction, request, certification, order or act of
the Sponsor or a Regular Trustee contemplated by this Declaration shall
be sufficiently evidenced by an Officers' Certificate and any
Resolution of the Board of Directors shall be sufficiently evidenced by
a Board Resolution;
(iii) whenever in the administration of this Declaration, the
Institutional Trustee shall deem it desirable that a matter be proved
or established before taking, suffering or omitting any action
hereunder, the Institutional Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part,
request and conclusively rely upon an Officers' Certificate which, upon
receipt of such request, shall be promptly delivered by the Sponsor or
the Regular Trustees;
(iv) the Institutional Trustee shall have no duty to see to
any recording, filing or registration of any instrument (including any
financing or continuation statement or any filing under tax or
securities laws) or any rerecording, refiling or registration thereof;
(v) the Institutional Trustee may consult with counsel or
other experts and the advice or opinion of such counsel and experts
with respect to legal matters or advice within the scope of such
experts' area of expertise shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with such advice or opinion,
such counsel may be counsel to the Sponsor or any of its Affiliates,
and may include any of its employees. The Institutional Trustee shall
have the right at any time to seek instructions concerning the
administration of this Declaration from any court of competent
jurisdiction;
(vi) the Institutional Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Declaration
at the request or direction of any Holder, unless such Holder shall
have provided to the Institutional Trustee security and indemnity,
reasonably satisfactory to the Institutional Trustee, against the
costs, expenses (including attorneys' fees and expenses and the
expenses of the Institutional Trustee's agents, nominees or custodians)
and liabilities that might be incurred by it in complying with such
request or direction, including such reasonable advances as may be
requested by the Institutional Trustee provided, that, nothing
contained in this Section 3.10(a)(vi) shall be taken to relieve the
Institutional Trustee, upon the occurrence of an Acceleration Event, of
its obligation to exercise the rights and powers vested in it by this
Declaration;
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(vii) the Institutional Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Institutional Trustee,
in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit;
(viii) the Institutional Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or
by or through agents, custodians, nominees or attorneys and the
Institutional Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care
by it hereunder;
(ix) any action taken by the Institutional Trustee or its
agents hereunder shall bind the Trust and the Holders of the
Securities, and the signature of the Institutional Trustee or its
agents alone shall be sufficient and effective to perform any such
action and no third party shall be required to inquire as to the
authority of the Institutional Trustee to so act or as to its
compliance with any of the terms and provisions of this Declaration,
both of which shall be conclusively evidenced by the Institutional
Trustee's or its agent's taking such action;
(x) whenever in the administration of this Declaration the
Institutional Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right or taking any other
action hereunder, the Institutional Trustee (i) may request
instructions from the Holders of the Securities which instructions may
only be given by the Holders of the same proportion of Securities as
would be entitled to direct the Institutional Trustee under the terms
of the Securities in respect of such remedy, right or action, (ii) may
refrain from enforcing such remedy or right or taking such other action
until such instructions are received, and (iii) shall be protected in
conclusively relying on or acting in or accordance with such
instructions; and
(xi) except as otherwise expressly provided by this
Declaration, the Institutional Trustee shall not be under any
obligation to take any action that is discretionary under the
provisions of this Declaration.
(b) No provision of this Declaration shall be deemed to impose
any duty or obligation on the Institutional Trustee to perform any act or acts
or exercise any right, power, duty or obligation conferred or imposed on it in
any jurisdiction in which it shall be illegal, or in which the Institutional
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Institutional
Trustee shall be construed to be a duty.
SECTION 3.11 DELAWARE TRUSTEE.
Notwithstanding any other provision of this Declaration other
than Section 5.2, the Delaware Trustee shall not be entitled to exercise any
powers, nor shall the Delaware Trustee
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have any of the duties and responsibilities of the Regular Trustees or the
Institutional Trustee described in this Declaration. Except as specified in
Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of Section 3807 of the Business Trust
Act.
SECTION 3.12 EXECUTION OF DOCUMENTS.
Unless otherwise determined by a Regular Trustee, and except
as otherwise required by the Business Trust Act, if there is more than one
Regular Trustee, any power of the Regular Trustees to execute documents on
behalf of the Trust pursuant to Section 3.6 may be exercised by, or with the
consent of, any Regular Trustee acting individually; provided that, the
registration statement referred to in Section 3.6(b)(i), including any
amendments thereto, shall be signed by a majority of the Regular Trustees. If
there is only one Regular Trustee, all powers of the Regular Trustees shall be
executed by such Regular Trustee.
SECTION 3.13 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained in this Declaration and the Securities
shall be taken as the statements of the Sponsor, and the Trustees do not assume
any responsibility for their correctness. The Trustees make no representations
as to the value or condition of the property of the Trust or any part thereof.
The Trustees make no representations as to the validity or sufficiency of this
Declaration or the Securities.
SECTION 3.14 DURATION OF TRUST.
The Trust, unless terminated pursuant to the provisions of
Article VIII hereof, shall have existence for five (5) years from the Closing
Date.
SECTION 3.15 MERGERS.
(a) The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except as
described in Section 3.15(b) and (c).
(b) The Trust may, with the consent of the Regular Trustees
or, if there are more than two, a majority of the Regular Trustees and without
the consent of the Holders of the Securities, the Delaware Trustee or the
Institutional Trustee, consolidate, amalgamate, merge with or into, or be
replaced by a trust organized as such under the laws of any State; provided
that:
(i) such successor entity (the "Successor Entity") either:
(A) expressly assumes all of the obligations of the
Trust under the Securities; or
(B) substitutes for the Securities other securities
having substantially the same terms as the TARGETS and the
Common Securities (together, the
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"Successor Securities") so long as such series of Successor
Securities ranks the same as the series of Securities for
which it is substituted ranks with respect to Distributions
and payments upon liquidation and otherwise;
(ii) the Company expressly acknowledges a trustee of the
Successor Entity that possesses the same powers and duties as the
Institutional Trustee as the Holder of the Forward Contract
Certificates and the Treasury Securities;
(iii) any Successor Securities to the TARGETS are listed, or
any Successor Securities to the TARGETS will be listed upon
notification of issuance, on any national securities exchange or with
any organization on which the TARGETS are then listed or quoted;
(iv) such merger, consolidation, amalgamation or replacement
does not cause the TARGETS (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating
organization;
(v) such merger, consolidation, amalgamation or replacement
does not adversely affect the rights, preferences and privileges of the
Holders of the Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of such
Holders' interests in the new entity as a result of such merger,
consolidation, amalgamation or replacement);
(vi) such Successor Entity has a purpose identical to that of
the Trust;
(vii) prior to such merger, consolidation, amalgamation or
replacement, the Trust has received an opinion of a nationally
recognized independent counsel to the Trust experienced in such matters
to the effect that:
(A) such merger, consolidation, amalgamation or
replacement will not adversely affect the rights, preferences
and privileges of the Holders of the Securities (including any
Successor Securities) in any material respect (other than with
respect to any dilution of the Holders' interest in the new
entity);
(B) following such merger, consolidation,
amalgamation or replacement, neither the Trust nor the
Successor Entity will be required to register as an Investment
Company;
(C) following such merger, consolidation,
amalgamation or replacement, the Trust (or the Successor
Entity) will continue to be classified as a grantor trust for
United States federal income tax purposes; and
(viii) the Sponsor guarantees the obligations of such
Successor Entity under the Successor Securities at least to the extent
provided by the TARGETS Guarantee.
(c) Notwithstanding Section 3.l5(b), the Trust shall not,
without the consent of Holders of all of the Securities, consolidate,
amalgamate, merge with or into, or be replaced
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by any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it, if in the opinion of a nationally recognized
independent tax counsel experienced in such matters, such consolidation,
amalgamation, merger or replacement would cause the Trust or Successor Entity to
be classified as other than a grantor trust for United States federal income tax
purposes.
ARTICLE IV
SPONSOR
SECTION 4.1 SPONSOR'S PURCHASE OF COMMON SECURITIES.
On the Closing Date, the Sponsor will purchase all of the
Common Securities issued by the Trust in an amount equal to at least 3% of the
capital of the Trust, at the same time as the TARGETS are sold.
SECTION 4.2 RESPONSIBILITIES OF THE SPONSOR.
In connection with the issue and sale of the TARGETS, the
Sponsor shall have the exclusive right and responsibility to engage in the
following activities:
(a) to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 or on another appropriate form,
including a registration statement under Rule 415 or Rule 462(b) of the
Securities Act, including any pre-effective or post-effective
amendments thereto, relating to the registration under the Securities
Act of the TARGETS;
(b) to determine the jurisdictions in which to take
appropriate action to qualify or register for sale all or part of the
TARGETS and to do any and all such acts, other than actions which must
be taken by the Trust, and advise the Trust of actions it must take,
and prepare for execution and filing any documents to be executed and
filed by the Trust, as the Sponsor deems necessary or advisable in
order to comply with the applicable laws of any such jurisdictions;
(c) to prepare for filing by the Trust an application to the
Chicago Board Options Exchange, any other national stock exchange or
national securities exchange for listing upon notice of issuance of any
TARGETS;
(d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A, including any pre-effective or
post-effective amendments thereto, relating to the registration of the
TARGETS under Section 12(b) of the Exchange Act, including any
amendments thereto; and
(e) to negotiate the terms of an underwriting agreement or
agreements providing for the sale of the TARGETS.
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ARTICLE V
TRUSTEES
SECTION 5.1 NUMBER OF TRUSTEES.
The number of Trustees initially shall be five (5), and:
(a) at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of
Trustees; and
(b) after the issuance of any Securities, the number of
Trustees may be increased or decreased by vote of the Holders of a
Majority of the Common Securities voting as a class at a meeting of the
Holders of the Common Securities or by written consent of such holders
in lieu of a meeting,
provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee, in the case of a natural person,
shall be a person who is a resident of the State of Delaware or that, if not a
natural person, shall be an entity which has its principal place of business in
the State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with, the Sponsor (a
"Regular Trustee"); and (3) one Trustee shall be the Institutional Trustee for
so long as this Declaration is required to qualify as an indenture under the
Trust Indenture Act, and such Trustee may also serve as the Delaware Trustee if
it meets the applicable requirements.
SECTION 5.2 DELAWARE TRUSTEE.
If required by the Business Trust Act, the Delaware Trustee
shall be:
(a) a natural person who is a resident of the State of
Delaware; or
(b) if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the
requirements of applicable law, provided that, if the Institutional
Trustee has its principal place of business in the State of Delaware
and otherwise meets the requirements of applicable law, then the
Institutional Trustee shall also be the Delaware Trustee and Section
3.11 shall have no application.
SECTION 5.3 INSTITUTIONAL TRUSTEE; ELIGIBILITY.
(a) There shall at all times be one Trustee that shall act as
Institutional Trustee shall:
(i) not be an Affiliate of the Sponsor;
(ii) be a corporation organized and doing business under the
laws of the United States of America or any State or Territory thereof
or of the District of Columbia, or a corporation or Person permitted by
the Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise corporate trust
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powers, having a combined capital and surplus of at least 50 million
U.S. dollars ($50,000,000), and subject to supervision or examination
by Federal, State, Territorial or District of Columbia authority. If
such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the supervising or examining
authority referred to above, then for the purposes of this Section
5.3(a)(ii), the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as specified in its
most recent report of condition so published; and
(iii) if the Trust is excluded from the definition of an
Investment Company solely by means of Rule 3a-5 and to the extent Rule
3a-5 requires a trustee having certain qualifications to hold title to
the "eligible assets" of the Trust, the Institutional Trustee shall
possess those qualifications.
(b) If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect specified in Section
5.6(c).
(c) If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Institutional Trustee and the Holders of the Common
Securities (as if such Holders were the obligor referred to in Section 310(b) of
the Trust Indenture Act) shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.
(d) The TARGETS Guarantee shall be deemed to be specifically
described in this Declaration for purposes of clause (i) of the first provision
contained in Section 310(b) of the Trust Indenture Act.
(e) The initial Institutional Trustee shall be as specified in
Section 5.5 hereof.
SECTION 5.4 QUALIFICATIONS OF REGULAR TRUSTEES AND DELAWARE TRUSTEE
GENERALLY.
Each Regular Trustee and the Delaware Trustee (unless the
Institutional Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.
SECTION 5.5 INITIAL TRUSTEES; ADDITIONAL POWERS OF REGULAR TRUSTEES.
(a) The initial Regular Trustees shall be:
Michael J. Day
Charles W. Scharf
[ ]
The initial Delaware Trustee shall be:
Chase Manhattan Bank Delaware
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The initial Institutional Trustee shall be:
The Chase Manhattan Bank
(b) Except as expressly specified in this Declaration and
except if a meeting of the Regular Trustees is called with respect to any matter
over which the Regular Trustees have power to act, any power of the Regular
Trustees may be exercised by, or with the consent of, any one such Regular
Trustee; and
(c) Unless otherwise determined by the Regular Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
which the Regular Trustees have the power and authority to cause the Trust to
execute pursuant to Section 3.6; provided that the registration statement
referred to in Section 3.6, including any amendments thereto, shall be signed by
a majority of the Regular Trustees.
SECTION 5.6 APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.
(a) Subject to Section 5.6(b), Trustees may be appointed or
removed without cause at any time:
(i) until the issuance of any Securities, by written
instrument executed by the Sponsor; and
(ii) after the issuance of any Securities, by vote of the
Holders of a Majority of the Common Securities voting as a class at a
meeting of the Holders of the Common Securities or by written consent
of such holders in lieu of a meeting.
(b)(i) The Trustee that acts as Institutional Trustee shall
not be removed in accordance with Section 5.6(a) until a successor
Trustee possessing the qualifications to act as Institutional Trustee
under Section 5.3 (a "Successor Institutional Trustee") has been
appointed and has accepted such appointment by written instrument
executed by such Successor Institutional Trustee and delivered to the
Regular Trustees and the Sponsor; and
(ii) the Trustee that acts as Delaware Trustee shall not be
removed in accordance with Section 5.6(a) until a successor Trustee
possessing the qualifications to act as Delaware Trustee under Sections
5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed and has
accepted such appointment by written instrument executed by such
Successor Delaware Trustee and delivered to the Regular Trustees and
the Sponsor.
(c) A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; provided, however,
that:
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(i) No such resignation of the Trustee that acts as the
Institutional Trustee shall be effective:
(A) until a Successor Institutional Trustee has been
appointed and has accepted such appointment by instrument
executed by such Successor Institutional Trustee and delivered
to the Trust, the Sponsor and the resigning Institutional
Trustee; or
(B) until the assets of the Trust have been
completely liquidated and the proceeds thereof distributed to
the holders of the Securities; and
(ii) no such resignation of the Trustee that acts as the
Delaware Trustee shall be effective until a Successor Delaware Trustee
has been appointed and has accepted such appointment by instrument
executed by such Successor Delaware Trustee and delivered to the Trust,
the Sponsor and the resigning Delaware Trustee.
(d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Institutional Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers an instrument of resignation in accordance with this
Section 5.6.
(e) If no Successor Institutional Trustee or Successor
Delaware Trustee shall have been appointed and accepted appointment as provided
in this Section 5.6 within 60 days after delivery to the Sponsor and the Trust
of an instrument of resignation, the resigning Institutional Trustee or Delaware
Trustee, as applicable, may petition any court of competent jurisdiction for
appointment of a Successor Institutional Trustee or Successor Delaware Trustee.
Such court may thereupon, after prescribing such notice, if any, as it may deem
proper and prescribe, appoint a Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be.
(f) No Institutional Trustee or Delaware Trustee shall be
Liable for the acts or omissions to act of any Successor Institutional Trustee
or Successor Delaware Trustee, as the case may be.
SECTION 5.7 VACANCIES AMONG TRUSTEES.
If a Trustee ceases to hold office for any reason and the
number of Trustees is not reduced pursuant to Section 5.1, or if the number of
Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A
resolution certifying the existence of such vacancy by the Regular Trustees or,
if there are more than two, a majority of the Regular Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.6.
SECTION 5.8 EFFECT OF VACANCIES.
The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to annul the
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Trust. Whenever a vacancy in the number of Regular Trustees shall occur, until
such vacancy is filled by the appointment of a Regular Trustee in accordance
with Section 5.6, the Regular Trustees in office, regardless of their number,
shall have all the powers granted to the Regular Trustees and shall discharge
all the duties imposed upon the Regular Trustees by this Declaration.
SECTION 5.9 MEETINGS.
If there is more than one Regular Trustee, meetings of the
Regular Trustees shall be held from time to time upon the call of any Regular
Trustee. Regular meetings of the Regular Trustees may be held at a time and
place fixed by resolution of the Regular Trustees. Notice of any in-person
meetings of the Regular Trustees shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 48 hours before such meeting. Notice of any telephonic meetings of the
Regular Trustees or any committee thereof shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 24 hours before a meeting. Notices shall contain a brief
statement of the time, place and anticipated purposes of the meeting. The
presence (whether in person or by telephone) of a Regular Trustee at a meeting
shall constitute a waiver of notice of such meeting except where a Regular
Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any action of
the Regular Trustees may be taken at a meeting by vote of a majority of the
Regular Trustees present (whether in person or by telephone) and eligible to
vote with respect to such matter; provided that a Quorum is present, or without
a meeting by the unanimous written consent of the Regular Trustees. In the event
there is only one Regular Trustee, any and all action of such Regular Trustee
shall be evidenced by a written consent of such Regular Trustee.
SECTION 5.10 DELEGATION OF POWER.
(a) Any Regular Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and
(b) the Regular Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Regular Trustees or otherwise as the Regular Trustees
may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as specified herein.
SECTION 5.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Institutional Trustee or the
Delaware Trustee, as the case may be, may be merged or converted or with which
either may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Institutional
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Trustee or the Delaware Trustee, as the case may be, shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Institutional Trustee or the Delaware Trustee, as the case may be, shall
be the successor of the Institutional Trustee or the Delaware Trustee, as the
case may be, hereunder; provided such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto.
ARTICLE VI
DISTRIBUTIONS
SECTION 6.1 DISTRIBUTIONS.
Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder's Securities. Distributions shall be
made on the TARGETS and the Common Securities in accordance with the preferences
specified in their respective terms. If and to the extent that (i) the Company
makes a payment in respect of the Forward Contract Certificates held by the
Institutional Trustee or (ii) the issuer of the Treasury Securities makes a
payment in respect of the Treasury Securities held by the Institutional Trustee
(the amount of any such payments described in the foregoing clauses (i) and (ii)
is referred to herein as a "Payment Amount"), the Institutional Trustee shall be
and is directed to make a distribution (a "Distribution") of the Payment Amount
to the Holders on a Pro Rata basis.
ARTICLE VII
ISSUANCE OF SECURITIES
SECTION 7.1 GENERAL PROVISIONS REGARDING SECURITIES.
(a) The Regular Trustees shall, on behalf of the Trust, issue
(i) one class of securities, known as the Targeted Growth Enhanced Terms
Securities(R) ("TARGETS") representing undivided beneficial interests in the
assets of the Trust having such terms as are specified in Annex I and (ii) one
class of common securities (the "Common Securities") representing undivided
beneficial interests in the assets of the Trust having such terms as are
specified in Annex I. The Trust shall issue no securities or other interests in
the assets of the Trust other than the TARGETS and the Common Securities.
(b) The Trust Certificates shall be signed on behalf of the
Trust by a Regular Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Regular Trustee. In case any Regular
Trustee of the Trust who shall have signed any of the Securities shall cease to
be such Regular Trustee before the Trust Certificates so signed shall be
delivered by the Trust, such Trust Certificates nevertheless may be delivered as
though the person who signed such Trust Certificates had not ceased to be such
Regular Trustee; and any Trust Certificate may be signed on behalf of the Trust
by any person who, at the actual date of execution of such Security, shall be a
Regular Trustee of the Trust, although at the date of the execution and delivery
of the Declaration any such person was not a Regular Trustee. Trust Certificates
shall be printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Regular Trustees, as evidenced by
their execution thereof, and
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may have such letters, numbers or other marks of identification or designation
and such legends or endorsements as the Regular Trustees may deem appropriate,
or as may be required to comply with any law or with any rule or regulation of
any stock exchange on which Securities may be listed, or to conform to usage.
(c) The consideration received by the Trust for the issuance
of the Securities shall constitute a contribution to the capital of the Trust
and shall not constitute a loan to the Trust.
(d) Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and nonassessable.
(e) Each of the Trust and SSBH, and each Holder of Securities,
by acceptance of the TARGETS Certificate, hereby agrees that: (i) it will treat
the Indenture and any Forward Contract in its entirety as a forward contract for
the delivery of cash under the terms of which contract (A) at the time of
issuance of the Securities the Holder deposits irrevocably with the Trust a
fixed amount of cash equal to the purchase price of the TARGETS less the
purchase price of the Treasury Securities, to assure the fulfillment of the
Holder's purchase obligation described in clause (C) below, which deposit will
unconditionally and irrevocably be applied by the Trust at Maturity to satisfy
such obligation, (B) until the Maturity Date SSBH may be obligated to pay Yield
Enhancement Payments on such deposit as compensation to the Holder for SSBH's
use of such cash deposit during the term of the Securities and (C) at the
Maturity Date such cash deposit unconditionally and irrevocably will be applied
by the Trust in full satisfaction of the holder's obligation under the forward
purchase contract, and the Trust will deliver to the holder the amount of cash
that the holder is entitled to receive at that time pursuant to the terms of the
Securities; (ii) it will treat, consistent with the above characterization,
amounts paid to the Trust in respect of the forward contract as allocable in
their entirety to the amount of the cash deposit attributable to such forward
contract; (iii) it will not treat the Indenture and any Forward Contract, any
portion of the Securities, or any obligation arising therefrom as giving rise to
any interest income (except in regards to any Yield Enhancement Payments (if
any)) or other inclusions of ordinary income (in the case of each Holder) or as
giving rise to any interest expense or other deductions of ordinary expense (in
the case of SSBH); (iv) it will not treat the delivery of any portion of the
cash value of the shares to be delivered pursuant to the Indenture or any
Forward Contract (except in regards to any Yield Enhancement Payments (if any))
as the payment of interest or ordinary income; and (v) it will not take any
action (including filing tax return or form or taking any position in any tax
proceeding) that is inconsistent with the obligation contained in clauses (i)
through (iv), unless such action or position is required by an applicable
taxing authority or unless such action or position is required by a change in
statutory law or regulation or by a judicial or other authoritive
interpretation of the law enacted, promulgated or published after the date
hereof.
(f) Every Person, by virtue of having become a Holder or a
TARGETS Beneficial Owner in accordance with the terms of this Declaration, shall
be deemed to have expressly assented and agreed to the terms of, and shall be
bound by, this Declaration.
ARTICLE VIII
TERMINATION OF TRUST
SECTION 8.1 TERMINATION OF TRUST.
(a) The Trust shall terminate:
(i) upon the bankruptcy of any Holder of the Common Securities
or the Sponsor;
(ii) upon the filing of a certificate of dissolution or its
equivalent with respect to any Holder of the Common Securities or the
Sponsor, the filing of a certificate of cancellation with respect to
the Trust or the revocation of the Holder of the Common Securities or
the Sponsor's charter and the expiration of 90 days after the date of
revocation without a reinstatement thereof;
(iii) upon the entry of a decree of judicial dissolution of
any Holder of the Common Securities, the Sponsor or the Trust;
(iv) upon the occurrence and continuation of an Acceleration
Event pursuant to which the Trust is dissolved in accordance with the
terms of the Securities and the Accelerated Maturity Payment and the
Treasury Proceeds shall have been distributed to the Holders of
Securities in exchange for all of the Securities;
(v) upon distribution to the Holders of the Maturity Payment
and the final payment due in respect of the Treasury Securities;
(vi) before the issuance of any Securities, with the consent
of all of the Regular Trustees and the Sponsor; or
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(vii) upon the expiration of the term of the Trust specified
in Section 3.14; provided that so long as any TARGETS are outstanding
and are not held entirely by SSBH or an affiliate or related party, the
Trust may not voluntarily liquidate, dissolve, wind-up or terminate
except in connection with the occurrence of an Acceleration Event.
(b) As soon as is practicable after the occurrence of an event
referred to in Section 8.1 (a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware.
(c) The provisions of Section 3.9 and Article X shall survive
the termination of the Trust.
ARTICLE IX
TRANSFER OF INTERESTS
SECTION 9.1 TRANSFER OF SECURITIES.
(a) Securities may only be transferred, in whole or in part,
in accordance with the terms and conditions specified in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.
(b) Subject to this Article IX, TARGETS shall be freely
transferable.
(c) Subject to this Article IX, the Sponsor and any Related
Party may only transfer Common Securities to the Sponsor or a Related Party of
the Sponsor; provided that any such transfer is subject to the condition
precedent that the transferor obtain the written opinion of nationally
recognized independent counsel experienced in such matters that such transfer
would not cause more than an insubstantial risk that:
(i) the Trust would fail to be classified for United States
federal income tax purposes as a grantor trust; and
(ii) the Trust would be an Investment Company or the
transferee would become an Investment Company.
SECTION 9.2 TRANSFER OF TRUST CERTIFICATES.
The Regular Trustees shall provide for the registration of
Trust Certificates and of transfers of Trust Certificates, which will be
effected without charge but only upon payment (with such indemnity as the
Regular Trustees may require) in respect of any tax or other government charges
that may be imposed in relation to it. The Regular Trustees hereby appoint the
Institutional Trustee the transfer agent for Trust Certificates. Upon surrender
for registration of transfer of any Trust Certificate, the Regular Trustees
shall cause one or more new Trust Certificates to be issued in the name of the
designated transferee or transferees. Every Trust Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Regular Trustees duly executed by the
Holder or such
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Holder's attorney duly authorized in writing. Each Trust Certificate surrendered
for registration of transfer shall be canceled by the Regular Trustees. A
transferee of a Trust Certificate shall be entitled to the rights and subject to
the obligations of a Holder hereunder upon the receipt by such transferee of a
Trust Certificate. By acceptance of a Trust Certificate, each transferee shall
be deemed to have agreed to be bound by this Declaration.
SECTION 9.3 DEEMED SECURITY HOLDERS.
The Trustees may treat the Person in whose name any Trust
Certificate shall be registered on the books and records of the Trust as the
sole holder of such Trust Certificate and of the Securities represented by such
Trust Certificate for purposes of receiving Distributions and for all other
purposes whatsoever and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Trust Certificate or in the
Securities represented by such Trust Certificate on the part of any Person,
whether or not the Trust shall have actual or other notice thereof.
SECTION 9.4 BOOK-ENTRY INTERESTS.
Unless otherwise specified in the terms of the TARGETS, the
TARGETS Certificates, on original issuance, will be issued in the form of one or
more, fully registered, global certificates (each a "Global Certificate"), to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust.
Such Global Certificates shall initially be registered on the books and records
of the Trust in the name of Cede & Co., the nominee of DTC, and no TARGETS
Beneficial Owner will receive a definitive TARGETS Certificate representing such
TARGETS Beneficial Owner's interests in such Global Certificates, except as
provided in Section 9.7. Unless and until definitive, fully registered TARGETS
Certificates (the "Definitive TARGETS Certificates") have been issued to the
TARGETS Beneficial Owners pursuant to Section 9.7:
(a) the provisions of this Section 9.4 shall be in full force
and effect;
(b) the Trust and the Trustees shall be entitled to deal with
the Clearing Agency for all purposes of this Declaration (including the
payment of Distributions on the Global Certificates and receiving
approvals, votes or consents hereunder) as the Holder of the TARGETS
and the sole holder of the Global Certificates and shall have no
obligation to the TARGETS Beneficial Owners;
(c) to the extent that the provisions of this Section 9.4
conflict with any other provisions of this Declaration, the provisions
of this Section 9.4 shall control; and
(d) the rights of the TARGETS Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such TARGETS Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants
and the Clearing Agency shall receive and transmit payments of
Distributions on the Global Certificates to such Clearing Agency
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Participants. The Clearing Agency will make book entry transfers among
the Clearing Agency Participants.
SECTION 9.5 NOTICES TO CLEARING AGENCY.
Whenever a notice or other communication to the TARGETS
Holders is required under this Declaration, unless and until Definitive TARGETS
Certificates shall have been issued to the TARGETS Beneficial Owners pursuant to
Section 9.7, the Regular Trustees shall give all such notices and communications
specified herein to be given to the TARGETS Holders to the Clearing Agency, and
upon doing so shall have no obligations to give any additional notice to the
TARGETS Beneficial Owners.
SECTION 9.6 APPOINTMENT OF SUCCESSOR CLEARING AGENCY.
If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the TARGETS, the Regular Trustees may, in
their sole discretion, appoint a successor Clearing Agency with respect to such
TARGETS.
SECTION 9.7 DEFINITIVE TARGETS CERTIFICATES.
If:
(a) a Clearing Agency elects to discontinue its services as
securities depositary with respect to the TARGETS and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 9.6; or
(b) the Regular Trustees elect after consultation with the
Sponsor to terminate the book entry system through the Clearing Agency with
respect to the TARGETS;
then:
(x) Definitive TARGETS Certificates shall be prepared by the
Regular Trustees on behalf of the Trust with respect to such TARGETS; and
(y) upon surrender of the Global Certificates by the Clearing
Agency, accompanied by registration instructions, the Regular Trustees shall
cause Definitive TARGETS Certificates to be delivered to TARGETS Beneficial
Owners in accordance with the instructions of the Clearing Agency. Neither the
Trustees nor the Trust shall be liable for any delay in delivery of such
instructions and each of them may conclusively rely on and shall be protected in
relying on, said instructions of the Clearing Agency. The Definitive TARGETS
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Regular Trustees, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements as
the Regular Trustees may deem appropriate, or as may be required to comply with
any law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which TARGETS may be listed, or to conform
to usage.
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SECTION 9.8 MUTILATED, DESTROYED, LOST OR STOLEN TRUST CERTIFICATES.
If:
(a) any mutilated Trust Certificates should be surrendered to
the Regular Trustees, or if the Regular Trustees shall receive evidence
to their satisfaction of the destruction, loss or theft of any Trust
Certificate; and
(b) there shall be delivered to the Regular Trustees such
security or indemnity as may be required by them to keep each of them
harmless;
then, in the absence of notice that such Trust Certificate shall have been
acquired by a bona fide purchaser, any Regular Trustee on behalf of the Trust
shall execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like
denomination. In connection with the issuance of any new Trust Certificate under
this Section 9.8, the Regular Trustees may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Trust Certificate issued pursuant to this
Section shall constitute conclusive evidence of an ownership interest in the
relevant Securities, as if originally issued, whether or not the lost, stolen or
destroyed Trust Certificate shall be found at any time.
ARTICLE X
LIMITATION OF LIABILITY OF
HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
SECTION 10.1 LIABILITY.
(a) Except as expressly specified in this Declaration, the
TARGETS Guarantee and the terms of the Securities, the Sponsor shall not be:
(i) personally liable for the return of any portion of the
capital contributions (or any return thereon) of the Holders of the
Securities which return shall be made solely from assets of the Trust;
and
(ii) required to pay to the Trust or to any Holder of
Securities any deficit upon dissolution of the Trust or otherwise.
(b) The Holder of the Common Securities shall be liable for
all of the debts and obligations of the Trust (other than with respect to the
Securities) to the extent not satisfied out of the Trust's assets.
(c) Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the TARGETS shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.
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SECTION 10.2 EXCULPATION.
(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to such acts or omissions.
(b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.
SECTION 10.3 FIDUCIARY DUTY.
(a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Institutional Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person.
(b) Unless otherwise expressly provided herein:
(i) whenever a conflict of interest exists or arises between
any Covered Persons; or
(ii) whenever this Declaration or any other agreement
contemplated herein or therein provides that an Indemnified Person
shall act in a manner that is, or provides terms that are, fair and
reasonable to the Trust or any Holder of Securities,
the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not
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constitute a breach of this Declaration or any other agreement contemplated
herein or of any duty or obligation of the Indemnified Person at law or in
equity or otherwise.
(c) Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:
(i) in its "discretion" or under a grant of similar authority,
the Indemnified Person shall be entitled to consider such interests and
factors as it desires, including its own interests, and shall have no
duty or obligation to give any consideration to any interest of or
factors affecting the Trust or any other Person; or
(ii) in its "good faith" or under another express standard,
the Indemnified Person shall act under such express standard and shall
not be subject to any other or different standard imposed by this
Declaration or by applicable law.
SECTION 10.4 INDEMNIFICATION.
(a) (i) The Company shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Trust) by reason of the fact that he is or was a Company
Indemnified Person against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the Company Indemnified Person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(ii) The Company shall indemnify, to the full extent permitted
by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Trust to procure a judgment in
its favor by reason of the fact that he is or was a Company Indemnified
Person against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Trust and except that no such indemnification shall be made in
respect of any claim, issue or matter as to which such Company
Indemnified Person shall have been adjudged to be liable to the Trust
unless and only to the extent that the Court of Chancery of Delaware or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of
all the
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circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such Court of Chancery or
such other court shall deem proper.
(iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action
without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any
claim, issue or matter therein, he shall be indemnified, to the full
extent permitted by law, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(iv) Any indemnification under paragraphs (i) and (ii) of this
Section 10.4(a) (unless ordered by a court) shall be made by the
Company only as authorized in the specific case upon a determination
that indemnification of the Company Indemnified Person is proper in the
circumstances because he has met the applicable standard of conduct
specified in paragraphs (i) and (ii). Such determination shall be made
(1) by the Regular Trustees by a majority vote of a quorum consisting
of such Regular Trustees who were not parties to such action, suit or
proceeding, (2) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Regular Trustees so directs,
by independent legal counsel in a written opinion, or (3) by the Common
Security Holder of the Trust.
(v) Expenses (including attorneys' fees) incurred by a Company
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (i)
and (ii) of this Section 10.4(a) shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such Company
Indemnified Person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized in this Section 10.4(a). Notwithstanding the foregoing, no
advance shall be made by the Company if a determination is reasonably
and promptly made (i) by the Regular Trustees by a majority vote of a
quorum of disinterested Regular Trustees, (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested
Regular Trustees so directs, by independent legal counsel in a written
opinion or (iii) the Common Security Holder of the Trust, that, based
upon the facts known to the Regular Trustees, counsel or the Common
Security Holder at the time such determination is made, such Company
Indemnified Person acted in bad faith or in a manner that such person
did not believe to be in or not opposed to the best interests of the
Trust, or, with respect to any criminal proceeding, that such Company
Indemnified Person believed or had reasonable cause to believe his
conduct was unlawful. In no event shall any advance be made in
instances where the Regular Trustees, independent legal counsel or
Common Security Holder reasonably determine that such person
deliberately breached his duty to the Trust or its Common or TARGETS
Holders.
(vi) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section
10.4(a) shall not be deemed exclusive of any other rights to which
those seeking indemnification and advancement of expenses
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may be entitled under any agreement, vote of stockholders or
disinterested directors of the Company or TARGETS Holders of the Trust
or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. All rights to
indemnification under this Section 10.4(a) shall be deemed to be
provided by a contract between the Company and each Company Indemnified
Person who serves in such capacity at any time while this Section
10.4(a) is in effect. Any repeal or modification of this Section
10.4(a) shall not affect any rights or obligations then existing.
(vii) The Company may purchase and maintain insurance on
behalf of any person who is or was a Company Indemnified Person against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability
under the provisions of this Section 10.4(a).
(viii) For purposes of this Section 10.4(a), references to
"the Trust" shall include, in addition to the resulting or surviving
entity, any constituent entity (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any person
who is or was a director, trustee, officer or employee of such
constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent
of another entity, shall stand in the same position under the
provisions of this Section 10.4(a) with respect to the resulting or
surviving entity as he would have with respect to such constituent
entity if its separate existence had continued.
(ix) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 10.4(a) shall, unless
otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a Company Indemnified Person and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
(b) The Company agrees to indemnify the (i) Institutional
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional
Trustee and the Delaware Trustee, and (iv) any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Institutional Trustee and the Delaware Trustee (each
of the Persons in (i) through (iv) being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any loss, liability or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration or
the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligation to indemnify as specified in this
Section 10.4(b) shall survive the satisfaction and discharge of this
Declaration.
SECTION 10.5 OUTSIDE BUSINESSES.
Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or
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description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the Holders of Securities shall have no rights
by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee, or the
Institutional Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the
right to take for its own account (individually or as a partner or fiduciary) or
to recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Institutional Trustee may engage or
be interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.
ARTICLE XI
ACCOUNTING
SECTION 11.1 FISCAL YEAR.
The fiscal year ("Fiscal Year") of the Trust shall be the
calendar year, or such other year as is required by the Code.
SECTION 11.2 CERTAIN ACCOUNTING MATTERS.
(a) At all times during the existence of the Trust, the
Regular Trustees shall keep or cause to be kept, full books of account, records
and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with United States generally
accepted accounting principles, consistently applied. The Trust shall use the
accrual method of accounting for United States federal income tax purposes. The
books of account and the records of the Trust shall be examined by and reported
upon as of the end of each Fiscal Year of the Trust by a firm of independent
certified public accountants selected by the Regular Trustees.
(b) The Regular Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, to the extent, if any, required
by the Trust Indenture Act, within 180 days after the end of each Fiscal Year of
the Trust, annual financial statements of the Trust, including a balance sheet
of the Trust as of the end of such Fiscal Year, and the related statements of
income or loss.
(c) The Regular Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States federal
income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Regular Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.
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(d) The Regular Trustees shall cause to be duly prepared and
filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by the Regular Trustees on behalf of the Trust with any state or local
taxing authority.
SECTION 11.3 BANKING.
The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Forward Contract Certificates or the Treasury Securities
held by the Institutional Trustee shall be made directly to the Institutional
Trustee Account and no other funds of the Trust shall be deposited in the
Institutional Trustee Account. The sole signatories for such accounts shall be
designated by the Regular Trustees; provided, however, that the Institutional
Trustee shall designate the signatories for the Institutional Trustee Account.
SECTION 11.4 WITHHOLDING.
The Trust and the Regular Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Regular Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld shall
be deemed to be a distribution in the amount of the withholding to the Holder.
In the event of any claimed over withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made to any Holder, the
Trust may reduce subsequent Distributions to such Holder by the amount of such
withholding.
ARTICLE XII
AMENDMENTS AND MEETINGS
SECTION 12.1 AMENDMENTS.
(a) Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:
(i) the Regular Trustees (or, if there are more than two
Regular Trustees a majority of the Regular Trustees);
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(ii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Institutional Trustee, the
Institutional Trustee; and
(iii) if the amendment affects the rights, powers, duties,
obligations or immunities of the Delaware Trustee, the Delaware
Trustee.
(b) No amendment shall be made, and any such purported
amendment shall be void and ineffective:
(i) unless, in the case of any proposed amendment, the
Institutional Trustee shall have first received:
(A) an Officers' Certificate from each of the Trust
and the Sponsor that such amendment is permitted by, and
conforms to, the terms of this Declaration (including the
terms of the Securities); and
(B) if such proposed amendment affects the rights,
powers, duties, obligations or immunities of the Institutional
Trustee, an opinion of counsel (who may be counsel to the
Sponsor or the Trust and which opinion shall be prepared at
the expense of the Sponsor) that such amendment is permitted
by, and conforms to, the terms of this Declaration (including
the terms of the Securities); and
(ii) to the extent the result of such amendment would be to:
(A) cause the trust to fail to continue to be
classified for purposes of United States federal income
taxation as a grantor trust;
(B) reduce or otherwise adversely affect the powers
of the Institutional Trustee in contravention of the Trust
Indenture Act; or
(C) cause the Trust to be deemed to be an Investment
Company required to be registered under the Investment Company
Act.
(c) At such time after the Trust has issued any Securities
that remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be specified in the terms of such
Securities.
(d) Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities.
(e) Article IV shall not be amended without the consent of the
Holders of a Majority of the Common Securities.
(f) The rights of the Holders of the Common Securities under
Article V to increase or decrease the number of and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority of the
Common Securities.
41
<PAGE> 48
(g) Subject to Section 12.1(c), this Declaration may be
amended without the consent of the Holders of the Securities to:
(i) cure any ambiguity;
(ii) correct or supplement any provision in this Declaration
that may be defective or inconsistent with any other provision of this
Declaration;
(iii) add to the covenants, restrictions or obligations of the
Sponsor;
(iv) conform to any change in Rule 3a-5 or written change in
interpretation or application of Rule 3a-5 by any legislative body,
court, government agency or regulatory authority which amendment does
not have a material adverse effect on the rights, preferences or
privileges of the Holders; and
(v) modify, eliminate and add to any provision of the
Declaration to such extent as may be reasonably necessary to effectuate
any of the foregoing or to otherwise comply with applicable law.
SECTION 12.2 MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
CONSENT.
(a) Meetings of the Holders of any class of Securities may be
called at any time by the Regular Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange on which the TARGETS are
listed or admitted for trading. The Regular Trustees shall call a meeting of the
Holders of such class if directed to do so by the Holders of Securities
representing at least 10% of such class of Securities. Such direction shall be
given by delivering to the Regular Trustees one or more notices in a writing
stating that the signing Holders of Securities wish to call a meeting and
indicating the general or specific purpose for which the meeting is to be
called. Any Holders of Securities calling a meeting shall specify in writing the
Security Certificates held by the Holders of Securities exercising the right to
call a meeting and only those Securities specified shall be counted for purposes
of determining whether the required percentage specified in the second sentence
of this paragraph has been met.
(b) Except to the extent otherwise provided in the terms of
the Securities, the following provisions shall apply to meetings of Holders of
Securities:
(i) notice of any such meeting shall be given to all the
Holders of Securities having a right to vote thereat at least 7 days
and not more than 60 days before the date of such meeting. Whenever a
vote, consent or approval of the Holders of Securities is permitted or
required under this Declaration or the rules of any stock exchange or
national securities market on which the TARGETS are listed or admitted
for trading, such vote, consent or approval may be given at a meeting
of the Holders of Securities. Any action that may be taken at a meeting
of the Holders of Securities may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by the
Holders of Securities owning not less than the minimum amount of
Securities that would be
42
<PAGE> 49
necessary to authorize or take such action at a meeting at which all
Holders of Securities having a right to vote thereon were present and
voting. Prompt notice of the taking of action without a meeting shall
be given to the Holders of Securities entitled to vote who have not
consented in writing. The Regular Trustees may specify that any written
ballot submitted to the Security Holder for the purpose of taking any
action without a meeting shall be returned to the Trust within the time
specified by the Regular Trustees;
(ii) each Holder of a Security may authorize any Person to act
for it by proxy on all matters in which a Holder of Securities is
entitled to participate, including waiving notice of any meeting, or
voting or participating at a meeting. No proxy shall be valid after the
expiration of 11 months from the date thereof unless otherwise provided
in the proxy. Every proxy shall be revocable at the pleasure of the
Holder of Securities executing it. Except as otherwise provided herein,
all matters relating to the giving, voting or validity of proxies shall
be governed by the General Corporation Law of the State of Delaware
relating to proxies, and judicial interpretations thereunder, as if the
Trust were a Delaware corporation and the Holders of the Securities
were stockholders of a Delaware corporation;
(iii) each meeting of the Holders of the Securities shall be
conducted by the Regular Trustees or by such other Person that the
Regular Trustees may designate; and
(iv) unless the Business Trust Act, this Declaration, the
terms of the Securities, the Trust Indenture Act or the listing rules
of any stock exchange or national securities market on which the
TARGETS are then listed or trading otherwise provides, the Regular
Trustees, in their sole discretion, shall establish all other
provisions relating to meetings of Holders of Securities, including
notice of the time, place or purpose of any meeting at which any matter
is to be voted on by any Holders of Securities, waiver of any such
notice, action by consent without a meeting, the establishment of a
record date, quorum requirements, voting in person or by proxy or any
other matter with respect to the exercise of any such right to vote.
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1 NOTICES.
All notices provided for in this Declaration shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail postage prepaid, as follows:
(a) if given to the Trust, in care of the Regular Trustees at
the Trust's mailing address specified below (or such other address as the Trust
may give notice of to the Holders of the Securities):
388 Greenwich Street
New York, New York 10013
43
<PAGE> 50
(b) if given to the Delaware Trustee, at the mailing address
specified below (or such other address as Delaware Trustee may give notice of to
the Holders of the Securities):
1201 Market Street
Wilmington, Delaware 19801
Attention: Corporate Trust Department
(c) if given to the Institutional Trustee, at the mailing
address specified below (or such other address as the Institutional Trustee may
give notice of to the Holders of the Securities):
450 West 33rd Street - 14th Floor
New York, New York 10001
Attention: Capital Markets Fiduciary
Services
(d) if given to the Holder of the Common Securities, at the
mailing address of the Sponsor specified below (or such other address as the
Holder of the Common Securities may give notice of to the Trust):
388 Greenwich Street
New York, New York 10013
(e) if given to any other Holder, at the address specified on
the books and records of the Trust.
All notices provided for in this Declaration shall be deemed
to have been given when received in person, telecopied with receipt confirmed,
or mailed by first class mail, postage prepaid except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address
of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.
SECTION 13.2 GOVERNING LAW.
This Declaration and the rights of the parties hereunder shall
be governed by and interpreted in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws.
SECTION 13.3 INTENTION OF THE PARTIES.
It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention of
the parties.
SECTION 13.4 HEADINGS.
Headings contained in this Declaration are inserted for
convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.
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<PAGE> 51
SECTION 13.5 SUCCESSORS AND ASSIGNS.
Whenever in this Declaration any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed
to be included, and all covenants and agreements in this Declaration by the
Sponsor and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.
SECTION 13.6 PARTIAL ENFORCEABILITY.
If any provision of this Declaration, or the application of
such provision to any Person or circumstance, shall be held invalid, the
remainder of this Declaration, or the application of such provision to persons
or circumstances other than those to which it is held invalid, shall not be
affected thereby.
SECTION 13.7 COUNTERPARTS.
This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.
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<PAGE> 52
IN WITNESS WHEREOF, the undersigned has caused these presents
to be executed as of the day and year first above written.
-------------------------------------
Michael J. Day, as Regular Trustee
-------------------------------------
Charles W. Scharf, as Regular Trustee
-------------------------------------
[ ], as Regular Trustee
CHASE MANHATTAN BANK DELAWARE,
as Delaware Trustee
By:
----------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Institutional Trustee
By:
----------------------------------
Name:
Title:
SALOMON SMITH BARNEY HOLDINGS INC.,
as Sponsor
By:
----------------------------------
Name:
Title:
<PAGE> 53
SCHEDULE I
TREASURY SECURITIES
All forms specified are for stripped principal or interest
components of U.S. Treasury debt obligations.
<TABLE>
<CAPTION>
Par Zero-Coupon Strip. Rate Price Cost
- --- ------------------ ---- ----- ----
<S> <C> <C> <C> <C>
</TABLE>
<PAGE> 54
ANNEX I
TERMS OF
THE TARGETS
AND
COMMON SECURITIES
Pursuant to Section 7.1 of the Amended and Restated
Declaration of Trust, dated as of , 2000 (as amended from time to
time, the "Declaration"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the TARGETS and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning specified in the Declaration or, if not defined in such
Declaration, as defined in the Prospectus referred to below):
1. Designation and Number.
-----------------------
(a) TARGETS. Securities of the Trust are hereby designated
for the purposes of identification only as "Targeted Growth Enhanced Terms
Securities" (the "TARGETS"). The certificates evidencing the TARGETS shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange or
national securities market on which the TARGETS are listed.
(b) Common Securities. Securities of the Trust are hereby
designated for the purposes of identification only as "Trust Common Securities"
(the "Common Securities" and, together with the TARGETS, the "Securities"). The
certificates evidencing the Common Securities shall be substantially in the form
of Exhibit A-2 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.
2. Distributions.
--------------
(a) Distributions payable on each Security will be a Pro Rata
portion of (i) all monies received by the Trust as quarterly distributions in
respect of the Treasury Securities and in respect of the Yield Enhancement
Payments (the "Quarterly Distributions"), (ii) the Maturity Payment or the
Accelerated Maturity Payment, as the case may be, with respect to the Forward
Contract and (iii) upon the sale of the Treasury Securities by the Institutional
Trustee following an Acceleration Event, the net proceeds received by the Trust
(the "Treasury Proceeds") from the sale of such Treasury Securities. A
Distribution is payable only to the extent that monies are received in respect
of the Forward Contract Certificates or Treasury Securities held by the
Institutional Trustee on behalf of the Trust and to the extent the Trust has
funds available therefor.
(b) Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust at the
close of business on the relevant record dates. While the TARGETS remain in
book-entry only form, the relevant record dates for
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<PAGE> 55
Distributions of the Maturity Payment or Accelerated Maturity Payment shall be
one Business Day prior to the date such Maturity Payment or Accelerated Maturity
Payment, as the case may be, is received by the Trust with respect to the
Forward Contract Certificates. While the TARGETS remain in book-entry only form,
the relevant record dates for Quarterly Distributions shall be one Business Day
prior to the relevant payment dates, which payment dates shall correspond to the
dates on which payments are made in respect of, and in accordance with the terms
of, the Treasury Securities and the Forward Contract Certificates. While the
TARGETS remain in book-entry only form, the relevant record date for
Distributions of the Treasury Proceeds shall be the date that is one Business
Day prior to the date such Treasury Proceeds are received by the Trust upon
liquidation of the Treasury Securities. Subject to any applicable laws and
regulations and the provisions of the Declaration, each such payment in respect
of the TARGETS will be made as described under the heading "Description of the
TARGETS -- Book-Entry Only Issuance" in the Prospectus dated , 2000
(the "Prospectus"), of the Trust included in the Registration Statement on Form
S-3 of the Sponsor and the Trust with respect to the TARGETS. The relevant
record dates for the Common Securities shall be the same record dates as for the
TARGETS. If the TARGETS shall not continue to remain in book-entry only form,
the relevant record dates for any Distributions shall conform to the rules of
any securities exchange or national securities market on which they are listed
and, if none, shall be 15 days before the relevant payment dates, which payment
dates shall correspond to the dates on which payments are made in respect of,
and in accordance with the terms of, the Treasury Securities and the Forward
Contract Certificates and which record date shall be confirmed by the Regular
Trustees in writing to the Institutional Trustee. Distributions payable on any
Securities that are not punctually paid on any Distribution payment date, as a
result of either the Company having failed to make a payment under the Forward
Contract or the issuer of the Treasury Securities having failed to make a
payment in respect of the Treasury Securities, will cease to be payable to the
Person in whose name such Securities are registered on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Securities are registered on a special record date which shall be the
date on which the amount of the defaulted Distributions are actually received by
the Trust. If any date on which Distributions are payable on the Securities is
not a Business Day, then payment of the Distribution payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date.
(c) In the event that there is any money or other property
held by or for the Trust that is not accounted for hereunder, such property
shall be distributed Pro Rata (as defined herein) among the Holders of the
Securities.
3. Liquidation Distribution Upon Dissolution.
------------------------------------------
Except as otherwise provided herein, in the event of any
voluntary or involuntary dissolution, winding-up or termination of the Trust,
the Holders of the Securities on the date of the dissolution, winding-up or
termination, as the case may be, will be entitled to receive distributions out
of the assets of the Trust available for distribution to Holders of Securities
after satisfaction of liabilities of creditors of the Trust, on a Pro Rata
basis.
I-2
<PAGE> 56
4. Distribution Upon an Acceleration Event.
----------------------------------------
(a) If, at any time, a Tax Event, an Investment Company Event
or a Bankruptcy Event (each as defined herein and each an "Acceleration Event")
shall occur and be continuing, the Regular Trustees shall give written
instructions to the Institutional Trustee to (a) dissolve the Trust, liquidate
the Treasury Securities by soliciting at least three all cash bids (one of which
may be from an affiliate of the Sponsor) and selling and transferring the
Treasury Securities to the highest of the three bidders and, (b) after
satisfaction of creditors, cause to be distributed as soon as is practicable
following the occurrence of such Acceleration Event, to the Holders of the
Securities in liquidation of such Holders' interests in the Trust on a Pro Rata
basis, of (i) the Accelerated Maturity Payment and (ii) the Treasury Proceeds.
"Tax Event" means that SSBH shall have requested and received
and shall have delivered to the Regular Trustees an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that there has been (a) an amendment to, change in or announced proposed change
in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) a judicial
decision interpreting, applying, or clarifying such laws or regulations, (c) an
administrative pronouncement or action that represents an official position
(including a clarification of an official position) of the governmental
authority or regulatory body making such administrative pronouncement or taking
such action, or (d) a threatened challenge asserted in connection with an audit
of SSBH or any of its subsidiaries, or the Trust, or a threatened challenge
asserted in writing against any other taxpayer that has raised capital through
the issuance of securities that are substantially similar to the Forward
Contract Certificates or the TARGETS, which amendment or change is adopted or
which proposed change, decision or pronouncement is announced or which action,
clarification or challenge occurs on or after the date of the Prospectus
relating to the original issuance of the TARGETS (collectively a "Tax Action"),
which Tax Action relates to any of the items described in (i) and (ii) below,
and that there is more than an insubstantial risk that (i) the Trust is, or will
be, subject to United States federal income tax with respect to income accrued
or received in respect of the Forward Contract or the Treasury Securities, or
(ii) the Trust is, or will be, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.
"Investment Company Event" means that SSBH shall have
requested and received and shall have delivered to the Regular Trustees an
opinion of nationally recognized independent legal counsel experienced in such
matters to the effect that as a result of the occurrence on or after the date
hereof of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, the Trust is or will be considered an
"investment company" which is required to be registered under the 1940 Act.
"Bankruptcy Event" means either of the following shall have
occurred: (i) the entry of a decree or order for relief in respect of the
Company by a court having jurisdiction in the premises in an involuntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar
I-3
<PAGE> 57
official) of the Company or of any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 90 consecutive days; or
(ii) the commencement by the Company of a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or other similar law, or the consent by
it to the entry of an order for relief in an involuntary case under any such law
or to the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of
its creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the
Company in furtherance of any action.
On and from the date fixed by the Regular Trustees for any
dissolution and distribution pursuant to this paragraph 4: (i) the Securities
will no longer be deemed to be outstanding, (ii) DTC or its nominee (or any
successor Clearing Agency or its nominee), as the record Holder of the TARGETS,
will receive its Pro Rata portion of (a) the Accelerated Maturity Payment and
(b) the Treasury Proceeds, in each case to be delivered upon such distribution
and (iii) any certificates representing Securities, except for certificates
representing TARGETS held by DTC or its nominee (or any successor Clearing
Agency or its nominee), will be deemed to represent the right to receive a Pro
Rata portion of (a) the Accelerated Maturity Payment and (b) the Treasury
Proceeds.
(b) Acceleration Event Distribution procedures will be as
follows:
(i) Notice of any Acceleration Event (each, an "Acceleration
Notice") will be given by the Regular Trustees on behalf of the Trust
by mail to each Holder of Securities as promptly as practicable
following the occurrence of such Acceleration Event. Each Acceleration
Notice shall be addressed to the Holders of Securities at the address
of each such Holder appearing in the books and records of the Trust.
(ii) If an Acceleration Event occurs, then (A) while the
TARGETS are in book-entry only form, with respect to the TARGETS, by
12:00 noon, New York City time, on the Accelerated Maturity Date;
provided that the Company has paid the Institutional Trustee by 10:00
a.m. on such date an amount of cash equal to the Accelerated Maturity
Payment, the Institutional Trustee will deposit irrevocably with DTC or
its nominee (or successor Clearing Agency or its nominee) funds
sufficient to pay the Pro Rata portion of the sum of the Accelerated
Maturity Payment and the Treasury Proceeds applicable to the TARGETS
and will give DTC (or any successor Clearing Agency) irrevocable
instructions and authority to pay such Pro Rata portion of the sum of
the Accelerated Maturity Payment and the Treasury Proceeds to the
Holders of the TARGETS, and (B) with respect to TARGETS issued in
definitive form and Common Securities; provided that the Company has
paid the Institutional Trustee by 10:00 a.m. on such date an amount of
cash equal to the Pro Rata amount of the Accelerated Maturity Payment
applicable to such TARGETS issued in definitive form and Common
Securities, the Institutional Trustee will pay such Pro Rata portion of
the Accelerated Maturity Payment and a Pro Rata portion of the Treasury
Proceeds to the Holders of such Securities by check mailed to the
address of the relevant Holder
I-4
<PAGE> 58
appearing on the books and records of the Trust on the relevant record
date. If any Accelerated Maturity Date is not a Business Day, then
payment of the sum of the Accelerated Maturity Payment and the Treasury
Proceeds payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day falls in
the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case with the same force and effect as
if made on such Accelerated Maturity Date.
(iii) Acceleration Notices shall be sent by the Regular
Trustees on behalf of the Trust to (A) in respect of the TARGETS, DTC
or its nominee (or any successor Clearing Agency or its nominee) if the
Global TARGETS Certificates have been issued or, if Definitive TARGETS
Certificates have been issued, to the Holder thereof, and (B) in
respect of the Common Securities to the Holder thereof.
(iv) Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws), the Company
or its affiliates may at any time and from time to time purchase
outstanding TARGETS by tender, in the open market or by private
agreement.
5. Voting Rights - TARGETS.
------------------------
(a) Except as provided under paragraphs 5(b) and 7 and as
otherwise required by law and the Declaration, the Holders of the TARGETS will
have no voting rights.
(b) Subject to the requirements specified in this paragraph,
the Holders of a Majority of the TARGETS, voting separately as a class, may
direct the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or direct the exercise of any trust or
power conferred upon the Institutional Trustee under the Declaration, including
the right to direct the Institutional Trustee, as holder of the Forward Contract
Certificates and the Treasury Securities, to (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Indenture
Trustee, or exercise any trust or power conferred on the Indenture Trustee with
respect to the Forward Contract Certificates, (ii) direct the time, method and
place of conducting any proceeding for any remedy available to the Institutional
Trustee or exercise any trust or power conferred on the Institutional Trustee
with respect to the Treasury Securities, (iii) waive the consequences of any
Acceleration Event under the Indenture that are waivable under the Indenture,
(iv) exercise any right to rescind or annul a declaration that the Accelerated
Maturity Payment shall be due and payable, or (v) consent to any amendment,
modification or termination of the Indenture or the Forward Contract where such
consent shall be required; provided, however, that where a consent or action
would require the consent or act of Holders of more than a majority (determined
in accordance with the Indenture) of the outstanding Forward Contract
Certificates (a "Super Majority"), such consent or action shall not be effective
until Holders of at least the proportion of the TARGETS that the relevant Super
Majority represents of the aggregate beneficial interests in the Forward
Contract represented by all the TARGETS outstanding shall have consented to such
action or provided such consent. The Institutional Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the
TARGETS. Except with respect to directing the time,
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<PAGE> 59
method and place of conducting a proceeding for a remedy available to the
Institutional Trustee, the Institutional Trustee, as holder of the Forward
Contract Certificates and the Treasury Securities, shall not take any of the
actions described in clauses (i), (ii), (iii), (iv) or (v) above unless the
Institutional Trustee has obtained an opinion of a nationally recognized
independent tax counsel experienced in such matters to the effect that as a
result of such action, the Trust will not fail to be classified as a grantor
trust for United States federal income tax purposes.
If the Institutional Trustee fails to enforce its rights under
the Forward Contract, any Holder of TARGETS may directly institute a legal
proceeding against the Company to enforce the Institutional Trustee's rights
under the Forward Contract without first instituting a legal proceeding against
the Institutional Trustee or any other Person or entity. If the Company fails to
pay amounts owed on the Forward Contract on the date such amounts are otherwise
payable, then a Holder of TARGETS may also directly institute a proceeding for
enforcement of payment to such Holder (a "Direct Action") of the amounts owed in
respect of such Holder's Pro Rata interest in the Forward Contract on or after
the due date specified in the Forward Contract without first (i) directing the
Institutional Trustee to enforce the terms of the Forward Contract or (ii)
instituting a legal proceeding directly against the Company to enforce the
Institutional Trustee's rights under the Forward Contract. Except as provided in
the preceding sentence, the Holders of TARGETS will not be able to exercise
directly any other remedy available to the Holders of the Forward Contract
Certificates. In connection with such Direct Action, SSBH will be subrogated to
the rights of such Holder of TARGETS under the Declaration to the extent of any
payment made by SSBH to such Holder of TARGETS in such Direct Action.
Any required approval or direction of Holders of TARGETS may
be given at a separate meeting of Holders of TARGETS convened for such purpose,
at a meeting of all of the Holders of Securities or pursuant to written consent.
The Regular Trustees will cause a notice of any meeting at which Holders of
TARGETS are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record of
TARGETS. Each such notice will include a statement setting forth (i) the date of
such meeting or the date by which such action is to be taken, (ii) a description
of any resolution proposed for adoption at such meeting on which such Holders
are entitled to vote or of such matter upon which written consent is sought and
(iii) instructions for the delivery of proxies or consents.
No vote or consent of the Holders of the TARGETS will be
required for the Trust to (i) cancel TARGETS Certificates, (ii) to make
Distributions or (iii) to distribute any Quarterly Distributions, the Maturity
Payment, the Accelerated Maturity Payment and the Treasury Proceeds held by the
Institutional Trustee, in each case in accordance with the Declaration and the
terms of the Securities.
Notwithstanding that Holders of TARGETS are entitled to vote
or consent under any of the circumstances described above, any of the TARGETS
that are owned by the Sponsor or any of its Affiliates shall not be entitled to
vote or consent and shall, for purposes of such vote or consent, be treated as
if they were not outstanding.
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6. Voting Rights - Common Securities.
----------------------------------
(a) Except as provided under paragraphs 6(b), (c) and 7 or as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.
(b) The Holders of the Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees.
(c) Subject to Section 2.6 of the Declaration and only after
the Acceleration Event with respect to the TARGETS has been cured, waived, or
otherwise eliminated and subject to the requirements of the second to last
sentence of this paragraph, the Holders of a Majority of the Common Securities,
voting separately as a class, may direct the time, method, and place of
conducting any proceeding for any remedy available to the Institutional Trustee,
or direct the exercise of any trust or power conferred upon the Institutional
Trustee under the Declaration, including the right to direct the Institutional
Trustee, as holder of the Forward Contract Certificates and the Treasury
Securities, to (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Institutional Trustee, or exercising
any trust or power conferred on the Institutional Trustee with respect to the
Forward Contract, (ii) direct the time, method and place of conducting any
proceeding for any remedy available to the Institutional Trustee with respect to
the Treasury Securities, (iii) waive the consequences of any Acceleration Event
under the Indenture that are waivable under the Indenture, (iv) exercise any
right to rescind or annul a declaration that the Accelerated Maturity Payment
shall be due and payable or (v) consent to any amendment, modification or
termination of the Indenture or Forward Contract Certificates where such consent
shall be required, provided that where a consent or action under the Indenture
would require the consent or act of the Holders of a Super Majority of the
Forward Contract Certificates, the Institutional Trustee may only give such
consent or take such action at the written direction of the Holders of at least
the proportion of the Common Securities that the relevant Super Majority
represents of the aggregate beneficial interests in the Forward Contract
represented by all the Common Securities outstanding. Pursuant to this paragraph
6(c), the Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the TARGETS. Other than with
respect to directing the time, method and place of conducting any proceeding for
any remedy available to the Institutional Trustee or the Indenture Trustee as
specified above, the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Common Securities under
this paragraph unless the Institutional Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal income tax
the Trust will not be classified as other than a grantor trust on account of
such action. If the Institutional Trustee fails to enforce its rights under the
Declaration, any Holder of Common Securities may institute a legal proceeding
directly against any Person to enforce the Institutional Trustee's rights under
the Declaration, without first instituting a legal proceeding against the
Institutional Trustee or any other Person.
Any approval or direction of Holders of Common Securities may
be given at a separate meeting of Holders of Common Securities convened for such
purpose, at a meeting of
I-7
<PAGE> 61
all of the Holders of Securities or pursuant to written consent. The Regular
Trustees will cause a notice of any meeting at which Holders of Common
Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record of
Common Securities. Each such notice will include a statement setting forth (i)
the date of such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought and (iii) instructions for the delivery of proxies or consents.
No vote or consent of the Holders of the Common Securities
will be required for the Trust to (i) cancel Common Securities, (ii) to make
Distributions, (iii) to liquidate the Treasury Securities or (iv) to distribute
any Quarterly Distribution, the Maturity Payment, the Accelerated Maturity
Payment or the Treasury Proceeds to Holders of the Securities, in each case in
accordance with the Declaration and the terms of the Securities.
7. Amendments to Declaration and Indenture.
----------------------------------------
(a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities as a
class will be entitled to vote on such amendment or proposal (but not on any
other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of a Majority of the
Securities, voting together as a single class; provided, however, if any
amendment or proposal referred to in clause (i) above would adversely affect
only the TARGETS or only the Common Securities, then only the affected class
will be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of a Majority of such
class of Securities.
(b) In the event the consent of the Institutional Trustee as
the holder of the Forward Contract Certificates is required under the Indenture
with respect to any amendment, modification or termination of the Indenture or
the Forward Contract Certificates, the Institutional Trustee shall request the
written direction of the Holders of the Securities with respect to such
amendment, modification or termination and shall vote with respect to such
amendment, modification or termination as directed by a Majority of the
Securities voting together as a single class; provided, however, that where a
consent under the Indenture would require the consent of the holders of a Super
Majority of the Forward Contract Certificates, the Institutional Trustee may
only give such consent at the direction of the Holders of a Super Majority of
the Securities outstanding; provided, further, that the Institutional Trustee
shall not take any action in accordance with the directions of the Holders of
the Securities under this paragraph 7(b) unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a
grantor trust on account of such action.
I-8
<PAGE> 62
8. Pro Rata.
---------
A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean proportionately to each
Holder of Securities according to the aggregate beneficial interests in the
assets of the Trust represented by the Securities held by the relevant Holder in
relation to the aggregate beneficial interests in the assets of the Trust
represented by all Securities outstanding unless, in relation to a payment, an
Acceleration Event under the Declaration has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the TARGETS proportionately according to the aggregate beneficial
interests in the assets of the Trust represented by the TARGETS held by the
relevant Holder relative to the aggregate beneficial interests in the assets of
the Trust represented by all TARGETS outstanding, and only after satisfaction of
all amounts owed to the Holders of the TARGETS, to each Holder of Common
Securities proportionately according to the aggregate beneficial interests in
the assets of the Trust represented by the Common Securities held by the
relevant Holder relative to the aggregate beneficial interests in the assets of
the Trust represented by all Common Securities outstanding.
9. Ranking.
--------
The TARGETS rank pari passu and payment thereon shall be made
Pro Rata with the Common Securities except that, where an Acceleration Event
occurs and is continuing in respect of the Forward Contract Certificates held by
the Institutional Trustee, no payments in respect of Distributions on, or
payments upon liquidation or otherwise with respect to, the Common Securities
shall be made until the Holders of TARGETS shall be paid in full the
Distributions and payments upon liquidation or otherwise to which they are
entitled at the time.
10. Listing.
--------
The Regular Trustees shall use their best efforts to cause the
TARGETS to be listed on the .
11. Acceptance of Securities Guarantee, the Indenture and the
---------------------------------------------------------
Treasury Securities.
--------------------
Each Holder of TARGETS and Common Securities, by the
acceptance thereof, agrees to the provisions of the TARGETS Guarantee, and to
the provisions of the Indenture and the Treasury Securities.
12. No Preemptive Rights.
---------------------
The Holders of the Securities shall have no preemptive rights
to subscribe for any additional securities.
13. Miscellaneous.
--------------
These terms constitute a part of the Declaration.
I-9
<PAGE> 63
The Sponsor will provide a copy of the Declaration, the
TARGETS Guarantee and the Indenture to a Holder without charge on written
request to the Sponsor at its principal place of business.
I-10
<PAGE> 64
EXHIBIT A-1
FORM OF TARGETS(R) CERTIFICATE
THIS SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE DECLARATION AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF
THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate Number Number of Securities
1
CUSIP NO.
Certificate Evidencing Securities
of
TARGETS Trust [VI]
Targeted Growth Enhanced Terms Securities
TARGETS TRUST [VI], a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that CEDE &
CO. (the "Holder") is the registered owner of securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"). The
TARGETS are transferable on the books and records of the Trust, in person or by
a duly authorized attorney, upon surrender of this certificate duly endorsed and
in proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms
A1-1
<PAGE> 65
and provisions of the TARGETS are specified in, and this certificate and the
TARGETS represented hereby are issued and shall in all respects be subject to,
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of , 2000, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of the TARGETS as
specified in Annex I thereto. Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration. The Holder is entitled to
the benefits of the TARGETS Guarantee to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the TARGETS Guarantee and the
Indenture to a Holder without charge upon written request to the Sponsor at its
principal place of business.
Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
The Holder of this certificate, by accepting this certificate,
is deemed to have agreed to the terms of (i) the Indenture and the Forward
Contract, (ii) the Treasury Securities and (iii) the TARGETS Guarantee.
By acceptance hereof, the Holder agrees, for United States
federal income tax purposes, to characterize the TARGETS as a beneficial
interest in a pro rata portion of (i) the Treasury Securities and (ii) a cash
settled forward purchase contract, in the same manner as provided under Section
7.01(e) of the Declaration.
IN WITNESS WHEREOF, the Trust has executed this certificate
this day of , 2000.
-----------------------------------
, as Regular Trustee
A1-2
<PAGE> 66
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this TARGETS
Certificate to:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Insert address and zip code of assignee)
and irrevocably appoints
- ----------------------------------------------------------
__________________________________________________________agent to transfer this
TARGETS Certificate on the books of the Trust. The agent may substitute another
to act for him or her.
Date:_____________________________
Signature:________________________
(Sign exactly as your name appears on the other side of this TARGETS
Certificate)
A1-3
<PAGE> 67
EXHIBIT A-2
FORM OF COMMON SECURITY CERTIFICATE
TRANSFER OF THIS CERTIFICATE
IS SUBJECT TO THE CONDITIONS
SPECIFIED IN THE DECLARATION
REFERRED TO BELOW
Certificate Number Number of Securities
C-1
Certificate Evidencing Securities
of
TARGETS Trust [VI]
Trust Common Securities
TARGETS TRUST [VI], a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Salomon
Smith Barney Holdings Inc., a New York corporation (the "Holder"), is the
registered owner of common securities of the Trust representing
undivided beneficial interests in the assets of the Trust designated the Trust
Common Securities (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney upon surrender of this certificate duly endorsed and in
proper form for transfer and satisfaction of the other conditions specified in
the Declaration (as defined below), including, without limitation, Section 9.1
thereof. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of , 2000, as
the same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as specified in Annex I
thereto. Capitalized terms used herein but not defined shall have the meaning
given them in the Declaration. The Sponsor will provide a copy of the
Declaration and the Indenture to a Holder without charge upon written request to
the Sponsor at its principal place of business.
Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
The Holder of this certificate, by accepting this certificate,
is deemed to have agreed to the terms of (i) the Indenture and the Forward
Contract, (ii) the Treasury Securities and (iii) the Common Securities
Guarantee.
A2-1
<PAGE> 68
By acceptance hereof, the Holder agrees, for United States
federal income tax purposes, to characterize the Common Securities as a
beneficial interest in a pro rata portion of (i) the Treasury Securities and
(ii) a cash settled forward purchase contract in the same manner as provided
under Section 7.01(e) of the Declaration.
IN WITNESS WHEREOF, the Trust has executed this certificate
this day of , 2000.
--------------------------------------------
[ ], as Regular Trustee
A2-2
<PAGE> 69
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ----------------------------------------
(Insert assignee's social security or tax identification number)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ----------------------------------------
(Insert address and zip code of assignee)
and irrevocably appoints
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
___________________________________agent to transfer this Common Security
Certificate on the books of the Trust. The agent may substitute another to act
for him or her.
Date:______________________________
Signature:_________________________
(Sign exactly as your name appears on the other side of this Common Security
Certificate)
A2-3
<PAGE> 1
EXHIBIT 4(n)
FORM OF
TARGETED GROWTH ENHANCED TERMS SECURITIES
GUARANTEE AGREEMENT
TARGETS TRUST [VI]
Dated as of , 2000
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE I
DEFINITIONS AND INTERPRETATION
<S> <C> <C>
SECTION 1.1 Definitions and Interpretation.................................................1
ARTICLE II
TRUST INDENTURE ACT
SECTION 2.1 Trust Indenture Act: Application...............................................4
SECTION 2.2 Lists of Holders of Securities.................................................4
SECTION 2.3 Reports by the TARGETS Guarantee Trustee.......................................5
SECTION 2.4 Periodic Reports to TARGETS Guarantee Trustee..................................5
SECTION 2.5 Evidence of Compliance with Conditions Precedent...............................5
SECTION 2.6 Events of Default; Waiver......................................................5
SECTION 2.7 Event of Default Notice.......................................................6
SECTION 2.8 Conflicting Interests..........................................................6
ARTICLE III
POWERS, DUTIES AND RIGHTS OF TARGETS GUARANTEE TRUSTEE
SECTION 3.1 Powers and Duties of the TARGETS Guarantee Trustee.............................6
SECTION 3.2 Certain Rights of TARGETS Guarantee Trustee....................................8
SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee.........................10
ARTICLE IV
TARGETS GUARANTEE TRUSTEE
SECTION 4.1 TARGETS Guarantee Trustee; Eligibility........................................10
SECTION 4.2 Appointment. Removal and Resignation of TARGETS Guarantee Trustees............11
ARTICLE V
GUARANTEE
SECTION 5.1 Guarantee.....................................................................12
SECTION 5.2 Waiver of Notice and Demand...................................................12
SECTION 5.3 Obligations Not Affected......................................................12
SECTION 5.4 Rights of Holders.............................................................13
SECTION 5.5 Guarantee of Payment..........................................................13
SECTION 5.6 Subrogation...................................................................13
SECTION 5.7 Independent Obligations.......................................................14
</TABLE>
i
<PAGE> 3
<TABLE>
<CAPTION>
ARTICLE VI
TERMINATION
<S> <C> <C>
SECTION 6.1 Termination...................................................................14
ARTICLE VII
INDEMNIFICATION
SECTION 7.1 Exculpation...................................................................14
SECTION 7.2 Indemnification...............................................................15
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 Successors and Assigns........................................................15
SECTION 8.2 Amendments....................................................................15
SECTION 8.3 Consolidations and Mergers....................................................15
SECTION 8.4 Notices.......................................................................16
SECTION 8.5 Benefit.......................................................................16
SECTION 8.6 Governing Law.................................................................16
</TABLE>
ii
<PAGE> 4
This GUARANTEE AGREEMENT (the "TARGETS Guarantee"), dated as of , 2000,
is executed and delivered by Salomon Smith Barney Holdings Inc., a New York
corporation (together with any successors by way of merger the "Guarantor"), and
The Chase Manhattan Bank, as trustee (the "TARGETS Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the TARGETS (as
defined herein) of TARGETS Trust [VI], a Delaware statutory business trust (the
"Issuer").
WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of , 2000 among the trustees of the Issuer named
therein, the Guarantor, as sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing on the date hereof preferred securities designated the Targeted
Growth Enhanced Terms Securities(R) (the "TARGETS");
WHEREAS, as incentive for the Holders to purchase the TARGETS, the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth in this TARGETS Guarantee, to pay to the Holders the Guarantee Payments
(as defined herein) and to make certain other payments on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the purchase by each Holder of TARGETS,
which purchase the Guarantor hereby agrees shall benefit the Guarantor, the
Guarantor executes and delivers this TARGETS Guarantee for the benefit of the
Holders.
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1 Definitions and Interpretation
In this TARGETS Guarantee, unless the context otherwise requires:
(a) Capitalized terms used in this TARGETS Guarantee but not defined
in the preamble above have the respective meanings assigned to
them in this Section 1.1;
(b) A term defined anywhere in this TARGETS Guarantee has the same
meaning throughout;
(c) all references to "the TARGETS Guarantee" or "this TARGETS
Guarantee" are to this TARGETS Guarantee as modified,
supplemented or amended from time to time;
(d) all references in this TARGETS Guarantee to Articles and Sections
are to Articles and Sections of this TARGETS Guarantee, unless
otherwise specified;
(e) a term defined in the Trust Indenture Act has the same meaning
when used in this TARGETS Guarantee, unless otherwise defined in
this TARGETS Guarantee or unless the context otherwise requires;
and
1
<PAGE> 5
(f) a reference to the singular includes the plural and vice versa.
"Accelerated Maturity Date" has the meaning specified in the
Declaration.
"Accelerated Maturity Payment" has the meaning specified in the
Declaration.
"Affiliate" has the same meaning as given to that term in Rule
405 of the Securities Act of 1933, as amended, or any successor rule thereunder.
"Authorized Officer" of a Person means any Person that is
authorized to bind such Person.
"Business Day" means any day other than a Saturday, Sunday or a
day on which banking institutions in The City of New York are permitted or
required by any applicable law to close.
"Common Securities" means the securities representing common
undivided beneficial interests in the assets of the Issuer.
"Corporate Trust Office" means the office of the TARGETS
Guarantee Trustee at which the corporate trust business of the TARGETS Guarantee
Trustee shall, at any particular time, be principally administered, which office
at the date of execution of this Agreement is located at 450 West 33rd Street -
14th Floor, New York, New York 10001.
"Covered Person" means any Holder or beneficial owner of TARGETS.
"Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this TARGETS Guarantee.
"Forward Contract" means the Forward Contract of the Guarantor
issuable under the Indenture, held by the Institutional Trustee (as defined in
the Declaration) of the Issuer.
"Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the TARGETS, to the extent
not paid or made by the Issuer: (i) any Maturity Payment that is required to be
made in respect of the TARGETS, to the extent the Issuer has funds available
therefor, (ii) any Accelerated Maturity Payment that is required to be made in
respect of the TARGETS, to the extent the Issuer has funds available therefor,
(iii) any Quarterly Distribution that is required to be made in respect of the
TARGETS, to the extent the Issuer has funds available therefor, (iv) any
distribution of Treasury Proceeds that is required to be made in respect of the
TARGETS, to the extent the Issuer has funds available therefor, and (v) any
other remaining assets of the Issuer payable to the Holders of the TARGETS upon
liquidation of the Issuer.
"Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any TARGETS; provided, however, that in determining
whether the holders of the requisite percentage of TARGETS have given any
request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor.
2
<PAGE> 6
"Indemnified Person" means the TARGETS Guarantee Trustee, any
Affiliate of the TARGETS Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the TARGETS Guarantee Trustee.
"Indenture" means the Indenture dated as of , 2000, between
the Guarantor and The Chase Manhattan Bank, as trustee, and any indenture
supplemental thereto pursuant to which the securities representing interests in
a Forward Contract (defined in the Indenture as the "Securities") are to be
issued to the Institutional Trustee of the Issuer.
"Majority of the TARGETS" means, except as provided by the Trust
Indenture Act, a vote by Holder(s), voting separately as a class, holding
TARGETS representing more than 50% of the aggregate beneficial interests
represented by all outstanding TARGETS.
"Maturity Date" has the meaning specified in the Declaration.
"Maturity Payment" has the meaning specified in the Declaration.
"Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this TARGETS Guarantee shall include:
(a) a statement that each officer signing the Officers'
Certificate has read the covenant or condition and the definitions
relating thereto;
(b) a brief statement of the nature and scope of the examination
or investigation undertaken by each officer in rendering the Officers'
Certificate;
(c) a statement that each such officer has made such examination
or investigation as, in such officer's opinion, is necessary to enable
such officer to express an informed opinion as to whether or not such
covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.
"Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.
"Quarterly Distribution" has the meaning specified in the
Declaration.
"Responsible Officer" means, with respect to the TARGETS
Guarantee Trustee, any officer within the Corporate Trust Office of the TARGETS
Guarantee Trustee, including any vice-president, any assistant vice-president,
any assistant secretary, the treasurer, any assistant treasurer, trust officer
or other officer of the Corporate Trust Office of the TARGETS Guarantee Trustee
customarily performing functions similar to those performed by any of the above
3
<PAGE> 7
designated officers and, in any case, that has direct responsibility for the
administration of this TARGETS Guarantee and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.
"Successor TARGETS Guarantee Trustee" means a successor TARGETS
Guarantee Trustee possessing the qualifications to act as TARGETS Guarantee
Trustee under Section 4.1.
"TARGETS Guarantee Trustee" means The Chase Manhattan Bank, until
a Successor TARGETS Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this TARGETS Guarantee and thereafter means
each such Successor TARGETS Guarantee Trustee.
"Treasury Proceeds" has the meaning specified in the Indenture.
"Treasury Securities" has the meaning specified in the
Declaration.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.
ARTICLE II
TRUST INDENTURE ACT
SECTION 2.1 Trust Indenture Act: Application
(a) This TARGETS Guarantee is subject to the provisions of the Trust
Indenture Act that are required to be part of this TARGETS Guarantee and shall,
to the extent applicable, be governed by such provisions; and
(b) if and to the extent that any provision of this TARGETS Guarantee
limits, qualifies or conflicts with the duties imposed by Section 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.
SECTION 2.2 Lists of Holders of Securities
(a) The Guarantor shall provide the TARGETS Guarantee Trustee with a
list, in such form as the TARGETS Guarantee Trustee may reasonably require, of
the names and addresses of the Holders ("List of Holders") as of such date, (i)
within one Business Day after January 1 and June 30 of each year, and (ii) at
any other time within 30 days of receipt by the Guarantor of a written request
for a List of Holders as of a date no more than 14 days before such List of
Holders is given to the TARGETS Guarantee Trustee; provided that the Guarantor
shall not be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
TARGETS Guarantee Trustee by the Guarantor. The TARGETS Guarantee Trustee may
destroy any List of Holders previously given to it on receipt of a new List of
Holders.
4
<PAGE> 8
(b) The TARGETS Guarantee Trustee shall comply with its obligations
under Sections 311(a), 311(b) and 312 (b) of the Trust Indenture Act.
SECTION 2.3 Reports by the TARGETS Guarantee Trustee
Within 60 days after April 15 of each year, the TARGETS Guarantee
Trustee shall provide to the Holders such reports as are required by Section 313
of the Trust Indenture Act, if any, in the form and in the manner provided by
Section 313 of the Trust Indenture Act. The TARGETS Guarantee Trustee shall also
comply with the requirements of Section 313(d) of the Trust Indenture Act.
SECTION 2.4 Periodic Reports to TARGETS Guarantee Trustee
The Guarantor shall provide to the TARGETS Guarantee Trustee such
documents, reports and information as required by Section 314 (if any) and the
compliance certificate required by Section 314 of the Trust Indenture Act in the
form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.
SECTION 2.5 Evidence of Compliance with Conditions Precedent
The Guarantor shall provide to the TARGETS Guarantee Trustee such
evidence of compliance with any conditions precedent, if any, provided for in
this TARGETS Guarantee that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.
SECTION 2.6 Events of Default; Waiver
The Holders of a Majority of TARGETS may, by vote, on behalf of the
Holders of all of the TARGETS, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this TARGETS Guarantee, but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.
SECTION 2.7 Event of Default; Notice
(a) The TARGETS Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders, notices of all Events of Default actually known to a
Responsible Officer of the TARGETS Guarantee Trustee, unless such defaults have
been cured before the giving of such notice; provided that the TARGETS Guarantee
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the TARGETS Guarantee Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders.
(b) The TARGETS Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default unless the TARGETS Guarantee Trustee shall
have received written notice
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of such Event of Default or a Responsible Officer of the TARGETS Guarantee
Trustee charged with the administration of the Declaration shall have obtained
actual knowledge of such Event of Default.
SECTION 2.8 Conflicting Interests
The Declaration shall be deemed to be specifically described in this
TARGETS Guarantee for the purposes of clause (i) of the first proviso contained
in Section 310(b) of the Trust Indenture Act.
ARTICLE III
POWERS, DUTIES AND RIGHTS OF
TARGETS GUARANTEE TRUSTEE
SECTION 3.1 Powers and Duties of the TARGETS Guarantee Trustee
(a) This TARGETS Guarantee shall be held by the TARGETS Guarantee
Trustee for the benefit of the Holders, and the TARGETS Guarantee Trustee shall
not transfer its right, title and interest in this TARGETS Guarantee to any
Person except a Holder exercising his or her rights pursuant to Section 5.4(b)
or to a Successor TARGETS Guarantee Trustee on acceptance by such Successor
TARGETS Guarantee Trustee of its appointment to act as Successor TARGETS
Guarantee Trustee. The right, title and interest of the TARGETS Guarantee
Trustee shall automatically vest in any Successor TARGETS Guarantee Trustee, and
such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor TARGETS Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of
the TARGETS Guarantee Trustee has occurred and is continuing, the TARGETS
Guarantee Trustee shall enforce this TARGETS Guarantee for the benefit of the
Holders of the TARGETS.
(c) The TARGETS Guarantee Trustee, before the occurrence of any Event
of Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this TARGETS Guarantee, and no implied covenants shall be read into this TARGETS
Guarantee against the TARGETS Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) and is
actually known to a Responsible Officer of the TARGETS Guarantee Trustee, the
TARGETS Guarantee Trustee shall exercise such of the rights and powers vested in
it by this TARGETS Guarantee, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.
(d) No provision of this TARGETS Guarantee shall be construed to
relieve the TARGETS Guarantee Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:
(i) prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:
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(A) the duties and obligations of the TARGETS
Guarantee Trustee shall be determined solely by the express
provisions of this TARGETS Guarantee, and the TARGETS Guarantee
Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this
TARGETS Guarantee, and no implied covenants or obligations shall
be read into this TARGETS Guarantee against the TARGETS Guarantee
Trustee; and
(B) in the absence of bad faith on the part of the
TARGETS Guarantee Trustee, the TARGETS Guarantee Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the TARGETS Guarantee
Trustee and conforming to the requirements of this TARGETS
Guarantee, but in the case of any such certificates or opinions
that by any provision hereof are specifically required to be
furnished to the TARGETS Guarantee Trustee, the TARGETS Guarantee
Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this TARGETS
Guarantee;
(ii) the TARGETS Guarantee Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer of the
TARGETS Guarantee Trustee, unless it shall be proved that the TARGETS
Guarantee Trustee was negligent in ascertaining the pertinent facts upon
which such judgment was made;
(iii) the TARGETS Guarantee Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of not less than a Majority of
the TARGETS relating to the time, method and place of conducting any
proceeding for any remedy available to the TARGETS Guarantee Trustee, or
exercising any trust or power conferred upon the TARGETS Guarantee Trustee
under this TARGETS Guarantee;
(iv) no provision of this TARGETS Guarantee shall require the
TARGETS Guarantee Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties
or in the exercise of any of its rights or powers, if the TARGETS Guarantee
Trustee shall have reasonable grounds for believing that the repayment of
such funds or liability is not reasonably assured to it under the terms of
this TARGETS Guarantee or indemnity, reasonably satisfactory to the TARGETS
Guarantee Trustee, against such risk or liability is not reasonably assured
to it;
(v) The granting of any right to the TARGETS Guarantee Trustee
hereunder shall not, subject to the following, be deemed to impose on the
TARGETS Guarantee Trustee an obligation to exercise such rights subject to
3.1(d)(vi); and
(vi) the TARGETS Guarantee Trustee shall not be obligated to
exercise any remedy or take any action hereunder unless directed to do so
by the holders of a Majority of the TARGETS and shall have no liability for
its failure to act pending receipt by it of any such direction.
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This Section 3.1 is in furtherance of and subject to Sections 315 and
316 of the Trust Indenture Act.
SECTION 3.2 Certain Rights of TARGETS Guarantee Trustee
(a) Subject to the provisions of Section 3.1:
(i) The TARGETS Guarantee Trustee may conclusively rely, and shall
be fully protected in acting or refraining from acting upon, any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document believed by it to be genuine and
to have been signed, sent or presented by the proper party or parties.
(ii) Any direction or act of the Guarantor contemplated by this
TARGETS Guarantee shall be sufficiently evidenced by an Officers'
Certificate.
(iii) Whenever, in the administration of this TARGETS Guarantee,
the TARGETS Guarantee Trustee shall deem it desirable that a matter be
proved or established before taking, suffering or omitting any action
hereunder, the TARGETS Guarantee Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part,
request and conclusively rely upon an Officers' Certificate which, upon
receipt of such request, shall be promptly delivered by the Guarantor.
(iv) The TARGETS Guarantee Trustee shall have no duty to see to
any recording, filing or registration of any instrument (or any
rerecording, refiling or registration thereof).
(v) The TARGETS Guarantee Trustee may consult with counsel, and
the advice or opinion of such counsel with respect to legal matters shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in accordance
with such advice or opinion. Such counsel may be counsel to the Guarantor
or any of its Affiliates and may include any of its employees. The TARGETS
Guarantee Trustee shall have the right at any time to seek instructions
concerning the administration of this TARGETS Guarantee from any court of
competent jurisdiction.
(vi) The TARGETS Guarantee Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this TARGETS Guarantee
at the request or direction of any Holder, unless such Holder shall have
provided to the TARGETS Guarantee Trustee such security and indemnity,
reasonably satisfactory to the TARGETS Guarantee Trustee, against the
costs, expenses (including attorneys' fees and expenses and the expenses of
the TARGETS Guarantee Trustee's agents, nominees or custodians) and
liabilities that might be incurred by it in complying with such request or
direction, including such reasonable advances as may be requested by the
TARGETS
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Guarantee Trustee; provided that nothing contained in this Section 3.2(a)
(vi) shall be taken to relieve the TARGETS Guarantee Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights
and powers vested in it by this TARGETS Guarantee.
(vii) The TARGETS Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the TARGETS Guarantee Trustee,
in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit.
(viii) The TARGETS Guarantee Trustee may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by
or through agents, nominees, custodians or attorneys, and the TARGETS
Guarantee Trustee shall not be responsible for any misconduct or negligence
on the part of any agent or attorney appointed with due care by it
hereunder.
(ix) Any action taken by the TARGETS Guarantee Trustee or its
agents hereunder shall bind the Holders of the TARGETS, and the signature
of the TARGETS Guarantee Trustee or its agents alone shall be sufficient
and effective to perform any such action. No third party shall be required
to inquire as to the authority of the TARGETS Guarantee Trustee to so act
or as to its compliance with any of the terms and provisions of this
TARGETS Guarantee, both of which shall be conclusively evidenced by the
TARGETS Guarantee Trustee's or its agent's taking such action.
(x) Whenever in the administration of this TARGETS Guarantee the
TARGETS Guarantee Trustee shall deem it desirable to receive instructions
with respect to enforcing any remedy or right or taking any other action
hereunder, the TARGETS Guarantee Trustee (i) may request instructions from
the Holders of a Majority of the TARGETS, (ii) may refrain from enforcing
such remedy or right or taking such other action until such instructions
are received, and (iii) shall be protected in conclusively relying on or
acting in accordance with such instructions.
(b) No provision of this TARGETS Guarantee shall be deemed to impose
any duty or obligation on the TARGETS Guarantee Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on it
in any jurisdiction in which it shall be illegal, or in which the TARGETS
Guarantee Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts or to exercise any such right,
power, duty or obligation. No permissive power or authority available to the
TARGETS Guarantee Trustee shall be construed to be a duty.
SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee
The recitals contained in this Guarantee shall be taken as the
statements of the Guarantor, and the TARGETS Guarantee Trustee does not assume
any responsibility for their
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correctness. The TARGETS Guarantee Trustee makes no representation as to the
validity or sufficiency of this TARGETS Guarantee.
ARTICLE IV
TARGETS GUARANTEE TRUSTEE
SECTION 4.1 TARGETS Guarantee Trustee; Eligibility
(a) There shall at all times be a TARGETS Guarantee Trustee which
shall:
(i) not be an Affiliate of the Guarantor; and
(ii) be a corporation organized and doing business under the laws
of the United States of America or any State or Territory thereof or of the
District of Columbia, or a corporation or Person permitted by the
Securities and Exchange Commission to act as an institutional trustee under
the Trust Indenture Act, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million
U.S. dollars ($50,000,000), and subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the supervising or examining authority
referred to above, then, for the purposes of this Section 4.1(a) (ii), the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.
(b) If at any time the TARGETS Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the TARGETS Guarantee Trustee shall
immediately resign in the manner and with the effect set out in Section 4.2(c).
(c) If the TARGETS Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the TARGETS Guarantee Trustee and Guarantor shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act.
SECTION 4.2 Appointment, Removal and Resignation of TARGETS Guarantee
Trustees
(a) Subject to Section 4.2(b), the TARGETS Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor.
(b) The TARGETS Guarantee Trustee shall not be removed in accordance
with Section 4.2(a) until a Successor TARGETS Guarantee Trustee has been
appointed and has accepted such appointment by written instrument executed by
such Successor TARGETS Guarantee Trustee and delivered to the Guarantor.
(c) The TARGETS Guarantee Trustee appointed to office shall hold
office until a Successor TARGETS Guarantee Trustee shall have been appointed or
until its removal or resignation. The TARGETS Guarantee Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in
writing executed by the TARGETS Guarantee
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Trustee and delivered to the Guarantor, which resignation shall not take effect
until a Successor TARGETS Guarantee Trustee has been appointed and has accepted
such appointment by instrument in writing executed by such Successor TARGETS
Guarantee Trustee and delivered to the Guarantor and the resigning TARGETS
Guarantee Trustee.
(d) If no Successor TARGETS Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.2 within 60
days after delivery to the Guarantor of an instrument of resignation, the
resigning TARGETS Guarantee Trustee may petition any court of competent
jurisdiction for appointment of a Successor TARGETS Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor TARGETS Guarantee Trustee.
(e) No TARGETS Guarantee Trustee shall be liable for the acts or
omissions to act of any Successor TARGETS Guarantee Trustee.
(f) Upon termination of this TARGETS Guarantee or removal or
resignation of the TARGETS Guarantee Trustee pursuant to this Section 4.2, the
Guarantor shall pay to the TARGETS Guarantee Trustee all amounts accrued and
owing to such TARGETS Guarantee Trustee to the date of such termination, removal
or resignation.
ARTICLE V
GUARANTEE
SECTION 5.1 Guarantee
The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Issuer), as and when due, regardless of any defense, right of
set-off or counterclaim that the Issuer may have or assert. The Guarantor's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or by causing the Issuer to pay
such amounts to the Holders.
SECTION 5.2 Waiver of Notice and Demand
The Guarantor hereby waives notice of acceptance of this TARGETS
Guarantee and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Issuer
or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.
SECTION 5.3 Obligations Not Affected
The obligations, covenants, agreements and duties of the Guarantor
under this TARGETS Guarantee shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:
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(a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the TARGETS to be performed or observed
by the Issuer;
(b) the extension of time for the payment by the Issuer of all or any
portion of the Maturity Payment, Accelerated Maturity Payment, Quarterly
Distributions, Treasury Proceeds or any other sums payable under the terms of
the TARGETS or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the TARGETS;
(c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the TARGETS, or any action on
the part of the Issuer granting indulgence or extension of any kind;
(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;
(e) any invalidity of, or defect or deficiency in, the TARGETS;
(f) the settlement or compromise of any obligation guaranteed hereby
or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute
a legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.
SECTION 5.4 Rights of Holders
(a) The Holders of a Majority of the TARGETS have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the TARGETS Guarantee Trustee in respect of this TARGETS Guarantee or
exercising any trust or power conferred upon the TARGETS Guarantee Trustee under
this TARGETS Guarantee.
(b) If the TARGETS Guarantee Trustee fails to enforce its rights under
this TARGETS Guarantee, any Holder may directly institute a legal proceeding
against the Guarantor to enforce the TARGETS Guarantee Trustee's rights under
this TARGETS Guarantee, without first instituting a legal proceeding against the
Issuer, the TARGETS Guarantee Trustee or any other Person or entity.
(c) A Holder of TARGETS may also directly institute a legal proceeding
against the Guarantor to enforce such Holder's right to receive payment under
this TARGETS Guarantee
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without first (i) directing the TARGETS Guarantee Trustee to enforce the terms
of this TARGETS Guarantee or (ii) instituting a legal proceeding directly
against the Issuer or any other Person or entity.
SECTION 5.5 Guarantee of Payment
This TARGETS Guarantee creates a guarantee of payment and not of
collection.
SECTION 5.6 Subrogation
The Guarantor shall be subrogated to all (if any) rights of the
Holders of TARGETS against the Issuer in respect of any amounts paid to such
Holders by the Guarantor under this TARGETS Guarantee; provided, however, that
the Guarantor shall not (except to the extent required by mandatory provisions
of law) be entitled to enforce or exercise any right that it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this TARGETS Guarantee, if, at the time of any such
payment, any amounts are due and unpaid under this TARGETS Guarantee. If any
amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.
SECTION 5.7 Independent Obligations
The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the TARGETS, and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this TARGETS Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.
ARTICLE VI
TERMINATION
SECTION 6.1 Termination
This TARGETS Guarantee shall terminate upon the earliest to occur of
(i) full payment of the Maturity Payment and the final payment due in respect of
the Treasury Securities, (ii) full payment of the Accelerated Maturity Payment
and the distribution of the Treasury Proceeds on an Accelerated Maturity Date to
the Holders of the TARGETS and the Common Securities as of the Record Date (as
defined in the Indenture) and (iii) full payment of the amounts payable in
accordance with the Declaration upon liquidation of the Issuer. Notwithstanding
the foregoing, this TARGETS Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any Holder must restore payment
of any sums paid under the TARGETS or under this TARGETS Guarantee.
13
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ARTICLE VII
INDEMNIFICATION
SECTION 7.1 Exculpation
(a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Guarantor or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith in accordance with this TARGETS
Guarantee and in a manner that such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by this
TARGETS Guarantee or by law, except that an Indemnified Person shall be liable
for any such loss, damage or claim incurred by reason of such Indemnified
Person's negligence or willful misconduct with respect to such acts or
omissions.
(b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders might properly be paid.
SECTION 7.2 Indemnification
The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against, or investigating, any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 7.2 shall
survive the termination of this TARGETS Guarantee.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 Successors and Assigns
All guarantees and agreements contained in this TARGETS Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the TARGETS then
outstanding.
SECTION 8.2 Amendments
Except with respect to any changes that do not adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
TARGETS Guarantee may
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be amended only with the prior approval of the Holders of not less than a
Majority of the TARGETS. The provisions of Section 12.2 of the Declaration with
respect to meetings of Holders apply to the giving of such approval.
SECTION 8.3 Consolidations and Mergers
The Guarantor may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into, any other
corporation; provided that in any such case (i) either the Guarantor shall be
the continuing corporation, or the successor corporation shall be a corporation
organized and existing under the laws of the United States of America or any
State or Territory thereof or of the District of Columbia and such successor
corporation shall expressly assume the due and punctual payment of the Guarantee
Payments described herein and the due and punctual performance and observance of
all of the covenants and conditions of this TARGETS Guarantee, and (ii) the
Guarantor or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, lease or
conveyance, be in default in the performance of any such covenant or condition.
SECTION 8.4 Notices
All notices provided for in this TARGETS Guarantee shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail postage prepaid as follows:
(a) If given to the TARGETS Guarantee Trustee, at the TARGETS
Guarantee Trustee's mailing address set forth below (or such other address as
the TARGETS Guarantee Trustee may give notice of to the Holders)
450 West 33rd Street - 14th Floor
New York, New York 10001
Attention: Capital Markets Fiduciary Services
(b) If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Holders)
388 Greenwich Street
New York, New York 10013
(c) If given to any Holder, at the address set forth on the books and
records of the Issuer.
All notices provided for in this TARGETS Guarantee shall be deemed to
have been given when received in person, telecopied with receipt confirmed, or
mailed by first class mail, postage prepaid except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address
of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to deliver.
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SECTION 8.5 Benefit
This TARGETS Guarantee is solely for the benefit of the Holders of the
TARGETS and, subject to Section 3.l(a), is not separately transferable from the
TARGETS.
SECTION 8.6 Governing Law
THIS TARGETS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND ALL
RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD FOR THE
PRINCIPLES OF ITS CONFLICTS OF LAWS.
16
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THIS TARGETS GUARANTEE is executed as of the day and year first above
written.
SALOMON SMITH BARNEY HOLDINGS INC.,
as Guarantor
By:
--------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
TARGETS Guarantee Trustee
By:
--------------------------------
Name:
Title:
17
<PAGE> 1
EXHIBIT 4(o)
SALOMON SMITH BARNEY HOLDINGS INC.
to
THE CHASE MANHATTAN BANK,
Trustee
----------
FORM OF FORWARD CONTRACT AND INDENTURE
----------
Dated as of , 2000
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<S> <C> <C>
SECTION 101 Definitions....................................................................1
SECTION 102 Compliance Certificates and Opinions...........................................9
SECTION 103 Form of Documents Delivered to Trustee........................................10
SECTION 104 Acts of Holders...............................................................11
SECTION 105 Notices, Etc., to Trustee and Company.........................................12
SECTION 106 Notice to Holders; Waiver.....................................................12
SECTION 107 Conflict with Trust Indenture Act.............................................13
SECTION 108 Effect of Headings and Table of Contents......................................13
SECTION 109 Successors and Assigns........................................................13
SECTION 110 Separability Clause...........................................................13
SECTION 111 Benefits of Indenture.........................................................13
SECTION 112 Governing Law.................................................................13
SECTION 113 Legal Holidays................................................................13
ARTICLE II
SECURITY FORMS
SECTION 201 Forms Generally...............................................................14
SECTION 202 Definitive Securities.........................................................14
SECTION 203 Form of Trustee's Certificate of Authentication...............................14
SECTION 204 Securities in Global Form.....................................................15
ARTICLE III
THE SECURITIES
SECTION 301 Amount to be Issued...........................................................15
SECTION 302 Execution, Authentication, Delivery and Dating................................17
SECTION 303 Global Securities; Temporary Securities.......................................19
SECTION 304 Registration, Registration of Transfer and Exchange...........................20
SECTION 305 Mutilated, Destroyed, Lost and Stolen Securities..............................21
SECTION 306 Persons Deemed Owners.........................................................22
SECTION 307 Cancellation..................................................................22
SECTION 308 Yield Enhancement Payments....................................................23
ARTICLE IV
PAYMENT AT MATURITY, ETC.
SECTION 401 Satisfaction and Discharge of Indenture.......................................25
SECTION 402 Maturity......................................................................25
</TABLE>
ii
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<TABLE>
<S> <C> <C>
SECTION 403 Dilution Adjustments..........................................................26
SECTION 404 Adjustment for Consolidation, Merger or Other Reorganization Event............30
SECTION 405 The Company Responsible for Adjustments.......................................31
ARTICLE V
REMEDIES
SECTION 501 Acceleration Events...........................................................31
SECTION 502 Acceleration of Maturity......................................................32
SECTION 503 Taxes.........................................................................33
SECTION 504 Treatment of Forward Contracts................................................33
SECTION 505 Notices.......................................................................34
SECTION 506 Collection of Amounts Owed and Suits for Enforcement by Trustee...............34
SECTION 507 Trustee May Enforce Claims Without Possession of Securities...................35
SECTION 508 Application of Money Collected................................................35
SECTION 509 Limitation on Suits...........................................................35
SECTION 510 Restoration of Rights and Remedies............................................36
SECTION 511 Rights and Remedies Cumulative................................................36
SECTION 512 Delay or Omission Not Waiver..................................................37
SECTION 513 Control by Holders............................................................37
SECTION 514 Waiver of Past Defaults.......................................................37
SECTION 515 Waiver of Stay or Extension Laws..............................................38
SECTION 516 Filing Proofs of Claim........................................................38
SECTION 517 Unconditional Right of Holders to Receive Payments............................39
SECTION 518 Restoration of Rights and Remedies............................................39
SECTION 519 Undertaking for Costs.........................................................39
ARTICLE VI
THE TRUSTEE
SECTION 601 Certain Rights of Trustee.....................................................39
SECTION 602 Certain Duties and Responsibilities of Trustee................................41
SECTION 603 Not Responsible for Recitals or Issuance of Securities........................42
SECTION 604 May Hold Securities...........................................................42
SECTION 605 Money Held in Trust...........................................................42
SECTION 606 Compensation and Reimbursement................................................43
SECTION 607 Corporate Trustee Required; Eligibility.......................................43
SECTION 608 Resignation and Removal; Appointment of Successor.............................43
SECTION 609 Acceptance of Appointment by Successor........................................45
SECTION 610 Merger, Conversion, Consolidation or Succession to Business...................46
SECTION 611 Disclosure of Names and Addresses of Holders..................................46
SECTION 612 Reports by Trustee............................................................47
</TABLE>
iii
<PAGE> 4
<TABLE>
<CAPTION>
ARTICLE VII
CONSOLIDATION, MERGER OR SALE
<S> <C> <C>
SECTION 701 Consolidation, Merger or Sale.................................................47
SECTION 702 Successor Corporation Substituted.............................................47
ARTICLE VIII
SUPPLEMENTAL INDENTURES
SECTION 801 Supplemental Indentures without Consent of Holders............................48
SECTION 802 Supplemental Indentures with Consent of Holders...............................49
SECTION 803 Execution of Supplemental Indentures..........................................50
SECTION 804 Effect of Supplemental Indentures.............................................50
SECTION 805 Conformity with Trust Indenture Act...........................................50
SECTION 806 Reference in Securities to Supplemental Indentures............................51
ARTICLE IX
COVENANTS
SECTION 901 Payment.......................................................................51
SECTION 902 Maintenance of Office or Agency...............................................51
SECTION 903 Money for Securities Payments to Be Held in Trust.............................52
SECTION 904 Limitation on Liens...........................................................53
SECTION 905 Waiver of Certain Covenants...................................................53
SECTION 906 Officers' Certificate as to Default...........................................53
SECTION 907 Payment of Expenses...........................................................54
EXHIBIT A-1................................................................................A-1
</TABLE>
iv
<PAGE> 5
Salomon Smith Barney Holdings Inc.
Reconciliation and tie between Trust Indenture Act of 1939 and this Indenture
<TABLE>
<CAPTION>
Trust Indenture
Act Section Indenture Section
<S> <C> <C>
ss. 310 (a)(1)....................................................... 607
(a)(2)....................................................... 607
(a)(3)....................................................... Not Applicable
(a)(4)....................................................... Not Applicable
(a)(5)....................................................... 607
(b).......................................................... 608
(c).......................................................... Not Applicable
ss. 311 (c).......................................................... Not Applicable
ss. 312 (a).......................................................... 611
(b).......................................................... 611
(c).......................................................... 611
ss. 313 (a).......................................................... 612
(c).......................................................... 612
ss. 314 (c).......................................................... 102
(d).......................................................... Not Applicable
(e).......................................................... 102
ss. 315 (a).......................................................... 601, 602(a)
(c).......................................................... 602(b)
(d).......................................................... 601, 602(c)
(e).......................................................... 519
ss. 316 (a)(1)(A).................................................... 513
(a)(1)(B).................................................... 514
(a)(2)....................................................... Not Applicable
(b).......................................................... 517
ss. 317 (a)(1)....................................................... 506
(a)(2)....................................................... 516
(b).......................................................... 903
ss. 318 (a).......................................................... 107
</TABLE>
- --------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
v
<PAGE> 6
INDENTURE, dated as of , 2000, between SALOMON SMITH BARNEY
HOLDINGS INC., a corporation duly organized and existing under the laws of the
State of New York (herein called the "COMPANY") with principal executive offices
at 388 Greenwich Street, New York, New York 10013, and THE CHASE MANHATTAN BANK,
a New York banking corporation (herein called the "TRUSTEE").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of certain
securities (the "SECURITIES") to be issued in one or more series, as in this
Indenture provided. Each series of Securities shall represent interests in a
Forward Contract relating to the Common Stock of a Designated Issuer (each as
hereinafter defined), shall have the terms set forth in this Indenture for that
series, and shall be purchased by a business trust established in connection
with that series under the laws of the State of Delaware (each, a "TRUST"). This
Indenture is subject to the provisions of the Trust Indenture Act (as
hereinafter defined) that are required to be part of this Indenture and, to the
extent applicable, shall be governed by such provisions.
All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of the
Securities of any series, as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101 DEFINITIONS.
For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:
(1) terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;
(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted
accounting principles in the United States; and, except as otherwise
herein or in any indenture supplemental hereto expressly provided, the
term "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" with
1
<PAGE> 7
respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted at the date of
such computation; and
(4) the words "HEREIN," "HEREOF" and "HEREUNDER" and other
words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.
"ACCELERATED MATURITY DATE" has the meaning specified in Section
502.
"ACCELERATED MATURITY PAYMENT" as to Securities of a particular
series, has the meaning specified in Section 502.
"ACCELERATION EVENT" has the meaning specified in Section 501.
"ACT," when used with respect to any Holder, has the meaning
specified in Section 103.
"AFFILIATE" of any specified Person means any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"CONTROL" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the
foregoing.
"AGENT MEMBER" has the meaning specified in Section 204.
"AUTHORIZED NEWSPAPER" means a newspaper of general circulation
in the place of publication, printed in the official language of the country of
publication and customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are authorized or required hereunder,
they may be made (unless otherwise expressly provided herein) on the same or
different days of the week and in the same or different Authorized Newspapers.
"BOARD OF DIRECTORS" means either the Board of Directors of the
Company, or the Executive Committee or any other duly authorized committee of
that Board.
"BOARD RESOLUTION" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.
"BOOK-ENTRY SECURITY", as to Securities of a particular series,
means a security evidencing all or part of the Securities, issued to the
Depositary of Securities in accordance with Section 303, and bearing the legend
prescribed in Section 303.
"BUSINESS DAY" means any day on which commercial banks are open
for business in New York City and the New York Stock Exchange is not closed;
provided that, when used with respect to any Place of Payment, "BUSINESS DAY"
means each Monday, Tuesday,
2
<PAGE> 8
Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law to close.
"CALCULATION PERIOD" means any period of Trading Days for which
an average security price must be determined pursuant to the Securities.
"CLOSING PRICE" of any Common Stock or any Marketable Security on
any date of determination means the daily closing sale price (or, if no closing
sale price is reported, the last reported sale price) of such security as
reported on the New York Stock Exchange ("NYSE") or which is quoted on a
national securities market on such date of determination (or, if such date of
determination is not a Trading Day, the immediately preceding Trading Day) or,
if such security is not traded on NYSE or quoted on a national securities market
on any such date, as reported in the composite transactions for the principal
United States securities exchange on which if such security is so listed, or if
such security is not so listed on a United States national or regional
securities exchange, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization.
"COMMISSION" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.
"COMMITTEE CERTIFICATE" means a copy of a resolution of the Notes
Committee of the Board of Directors (or of such other committee of the Board of
Directors as shall be authorized by a Board Resolution to deliver a Committee
Certificate), as certified by one or more members of the Notes Committee to have
been duly adopted by the Notes Committee of the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.
"COMMON STOCK", as to Securities of a particular series, means
the common stock or other securities of the Designated Issuer for that series
that shall be specified pursuant to Section 301.
"COMPANY" means the Person named as the "COMPANY" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"COMPANY" shall mean such successor corporation.
"COMPANY REQUEST" or "COMPANY ORDER" means a written request or
order signed in the name of the Company by the Chairman of the Board or a
Vice-Chairman, a Vice President, the Chief Financial Officer or the Chief
Accounting Officer and by the Treasurer, the Deputy Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, and delivered to the
Trustee.
"CORPORATE TRUST OFFICE" means the principal office of the
Trustee in the Borough of Manhattan, The City of New York, at which at any
particular time its corporate trust business shall be administered, which office
at the date of initial execution of this Indenture is
3
<PAGE> 9
450 West 33rd Street - 14th Floor, New York, New York 10001, Attention: Capital
Markets Fiduciary Services.
"CORPORATION" includes corporations, associations, companies and
business trusts.
"DEFAULT RATE", as to Yield Enhancement Payments for any series,
shall have the meaning specified pursuant to Section 301.
"DEFAULTED YIELD ENHANCEMENT PAYMENTS" has the meaning specified
in Section 308.
"DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, including Book-Entry
Securities, the Person designated as Depositary by the Company until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "DEPOSITARY" shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such
person "DEPOSITARY" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Securities of that series.
"DESIGNATED ISSUER", as to Securities of a particular series,
means (a) the entity that shall be specified pursuant to Section 301, and (b)
any successor entity to such entity in a merger, consolidation or amalgamation.
"DESIGNATED ISSUER SUCCESSOR" has the meaning specified in
Section 404.
"DILUTION ADJUSTMENT" means the fraction or number defined in
Sections 403 (a), (b), (c) or (d).
"DOLLAR" means the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.
"EXCESS PURCHASE PAYMENT" has the meaning provided in Section
403(d).
"ENDING VALUE" has the meaning provided in Section 402.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"FORWARD CONTRACT" means, as to Securities of a particular
series, the Indenture which includes the terms of that particular series of
Securities established as contemplated by Section 301, which shall constitute a
forward contract with respect to the Common Stock of the Designated Issuer of
that series.
"GLOBAL SECURITY" has the meaning specified in Section 204.
"HOLDER" means, with respect to a Security, the person in whose
name such Security is registered in the Security Register.
4
<PAGE> 10
"INDENTURE" means this instrument originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.
"INITIAL PRINCIPAL AMOUNT" shall have the meaning specified
pursuant to Section 301.
"INITIAL RESET DATE" shall have the meaning specified pursuant to
Section 301.
"MAJORITY" of the Outstanding Securities means, except as
otherwise provided by the Trust Indenture Act, Outstanding Securities
representing an aggregate of more than 50% of all outstanding interests in the
Forward Contract.
"MARKETABLE SECURITIES" has the meaning specified in Section 404.
"MATURITY," when used with respect to a Forward Contract, means
the date on which the Maturity Payment or Accelerated Maturity Payment becomes
due and payable as the case may be and as therein or herein provided, whether on
the Maturity Date or an Accelerated Maturity Date.
"MATURITY DATE", as to Securities of a particular series, shall
have the meaning specified pursuant to Section 301.
"MATURITY PAYMENT", as to Securities of a particular series, has
the meaning specified in Section 402.
"NEW YORK BUSINESS DAY" means any day other than a Saturday,
Sunday or a day on which banking institutions in The City of New York are
permitted or required by any applicable law to close.
"OFFICERS' CERTIFICATE" means a written certificate containing
the information specified in Section 102 signed by the Chairman or a Vice
Chairman of the Board, a Vice President, the Chief Financial Officer or the
Chief Accounting Officer and by the Controller, the Treasurer, the Deputy
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, which certificate complies with the applicable requirements of
Section 314(e) of the Trust Indenture Act, and delivered to the Trustee.
5
<PAGE> 11
"OPINION OF COUNSEL" means a written opinion of counsel, who may
be counsel for the Company, and who shall be reasonably acceptable to the
Trustee.
"OUTSTANDING," when used with respect to Securities of a
particular series, means, as of the date of determination, all Securities of
that series theretofore authenticated and delivered under this Indenture,
except:
(i) Securities of that series theretofore canceled by
the Trustee or delivered to the Trustee for cancellation;
(ii) Securities of that series for whose payment money in
the necessary amount has been theretofore deposited with the Trustee or
any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; and
(iii) Securities of that series that have been paid
pursuant to Sections 402 or 502 or in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;
provided, however, that in determining whether the Holder of the requisite
amount or percentage of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting for quorum purposes, and for the purpose of making the calculations
required by Section 316 of the Trust Indenture Act, any Securities of that
series owned by the Company or any other obligor upon such Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities of that series that the
Trustee knows to be so owned shall be so disregarded. Any Securities of a series
so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities of that series or any Affiliate
of the Company or of such other obligor. In determining whether the requisite
percentage of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, such percentage
refers to Outstanding Securities representing an aggregate interest in the
Forward Contract for that series equaling at least such percentage.
"PAYING AGENT" means any Person authorized by the Company to pay
amounts owed on Securities on behalf of the Company.
"PAYMENT DATE", unless otherwise specified in a Committee
Certificate or an indenture supplemental hereto, means February 15, May 15,
August 15 and November 15 of
6
<PAGE> 12
each year, or, in the case of Defaulted Yield Enhancement Payments, if any, the
date established for payment pursuant to Section 308.
"PERIODIC CAPPED RETURN" has the meaning specified in Section
402, and shall not exceed the percentage specified pursuant to Section 301.
"PERMITTED DIVIDEND" has the meaning specified in Section 403(d).
"PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"PLACE OF PAYMENT", when used with respect to Securities of any
series, means the place or places where any amounts owed in respect of such
Securities are payable.
"RECORD DATE" means, with respect to any Payment Date, either (i)
the day that is one Business Day prior to such Payment Date so long as the
Securities for the relevant series are in book-entry only form, or (ii) if the
Securities of that series are not in book-entry only form, the day that is 15
days prior to such Payment Date.
"RESET DATE" has the meaning specified in Section 402.
"REORGANIZATION EVENT" has the meaning specified in Section 404.
"RESPONSIBLE OFFICER," when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, any
assistant vice president, the secretary, any assistant secretary, the treasurer,
any assistant treasurer, the cashier, any assistant cashier, any senior trust
officer, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and, in any case, that has direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.
"RESTRICTED SUBSIDIARY" means Salomon Smith Barney Inc. and any
Subsidiary which owns or may hereafter own, directly or indirectly, any of the
voting stock of, or succeeds to any substantial part of the business now
conducted by, Salomon Smith Barney Inc. For the purposes of this definition and
the definition of "Subsidiary", "voting stock" means stock having voting power
for the election of directors, whether at all times or only for so long as no
senior class of stock has such voting power by reason of any contingency.
"SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the
7
<PAGE> 13
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 304.
"SPECIAL RECORD DATE" means, for the payment of any Defaulted
Yield Enhancement Payments, if any, a date fixed by the Trustee pursuant to
Section 308.
"STARTING VALUE" has the meaning specified (1) for the Initial
Reset Date, pursuant to Section 301, and (2) for each subsequent Reset Date, in
Section 402.
"STOCK RETURN" has the meaning specified in Section 402.
"STOCK RETURN PAYMENT" has the meaning specified in Section 402.
"SUBSIDIARY" means a corporation, a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.
"TEN DAY CLOSING PRICE" per share of any Common Stock means the
average daily closing sale price or, if no closing sale price is reported, the
last reported closing sale price of such Common Stock as reported on the
exchange specified pursuant to Section 301 for the 10 Trading Days immediately
prior to but not including the date one Business Day before the Maturity Date or
the Accelerated Maturity date, as the case may be. If such Common Stock is not
quoted on such exchange on any such dates, the Ten Day Closing Price shall be
the last reported sale price as reported in the composite transactions for the
principal United States securities exchange on which such Common Stock is
listed. If such Common Stock is not listed on a United States national or
regional securities exchange, the Ten Day Closing Price shall be the last quoted
bid price for such Common Stock in the over-the-counter market as reported by
the National Quotation Bureau or similar organization. Upon the occurrence of
any of the events in Section 403, the Ten Day Closing Price shall be calculated
by substituting the relevant security for such Common Stock.
"THEN-CURRENT MARKET PRICE" of any Common Stock, for the purpose
of applying any adjustment pursuant to Section 403, means the average Closing
Price per share of the Common Stock for the Calculation Period of 10 Trading
Days 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 as described in Section 403(e)(i), immediately prior to
the earlier of the time such adjustment is effected and the related ex-date);
provided that if no Closing Price for the Common Stock is determined for one or
more (but not all) of such Trading Days, such Trading Day shall be disregarded
in the calculation of the Then-Current Market Price (but no additional trading
days shall be added to the Calculation Period). The "EX-DATE" with respect to
any dividend, distribution or issuance shall mean the first date on which the
8
<PAGE> 14
shares of Common Stock trade regular way on their principal market without the
right to receive such dividend, distribution or issuance.
"TRADING DAY" means a day on which the Common Stock (or, in the
case of Section 404, the relevant Marketable Securities) (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, securities
market or association or over-the-counter market that is the primary market for
the trading of such security.
"TRANSACTION VALUE" has the meaning specified in Section 404.
"TRUST" has the meaning specified in the first recital of this
Indenture.
"TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed,
except as provided in Section 805.
"TRUST SECURITIES" has the meaning specified in Section 907.
"TRUSTEE" means the Person named as the "TRUSTEE" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"TRUSTEE" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
the Securities of such series.
"VICE PRESIDENT," when used with respect to the Company, means
any vice president, whether or not designated by a number or a word or words
added before or after the title "VICE PRESIDENT."
"YIELD ENHANCEMENT PAYMENT", as to Securities of a particular
series, means interest on the amount paid by the Trust to the Company for the
Forward Contract for that series in the form of quarterly cash payments on the
Payment Dates of each year from the date specified pursuant to Section 301 until
and including the Maturity Date or the Accelerated Maturity Date, in the amount
specified pursuant to Section 301.
SECTION 102 COMPLIANCE CERTIFICATES AND OPINIONS.
Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of any such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.
9
<PAGE> 15
Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to
Section 907) shall include:
(1) a statement that each individual signing such
certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
(3) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or
not such covenant or condition has been complied with; and
(4) a statement as to whether, in the opinion of each such
individual, such covenant or condition has been complied with.
SECTION 103 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.
In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Any certificate or opinion delivered by the Company to the
Trustee may evidence a signature by facsimile; provided that the Company shall
deliver to the Trustee such certificate or opinion with an original signature
within a reasonable period of time.
10
<PAGE> 16
(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such holders in person or by an agent
duly appointed in writing, and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
SECTION 104 ACTS OF HOLDERS.
(a) The ownership of Securities shall be proved by the
Security Register, and the Depositary, or its nominee, shall be deemed the owner
of the Global Securities, and owners of beneficial interests in a Global
Security shall not be considered the owners of any Securities.
(b) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of a Security of a particular series
shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.
(c) If the Company shall solicit from the Holders of
Securities of one or more series any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at its option, by or
pursuant to a Board Resolution, fix in advance a record date for the
determination of the Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities of that series have authorized or agreed or consented to
such request, demand,
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authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities of that series shall be computed as of such
record date; provided that no such authorization, agreement or consent by the
Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.
SECTION 105 NOTICES, ETC., TO TRUSTEE AND COMPANY.
Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,
(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
or
(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, by first-class mail,
postage prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this Indenture or
at any other address previously furnished in writing to the Trustee by
the Company.
SECTION 106 NOTICE TO HOLDERS; WAIVER.
Where this Indenture provides for notice to Holders of any event,
such notice to the Holders thereof shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, by first-class mail,
postage prepaid, to each Holder affected by such event, at the address of such
Holder as it appears in the Security Register, within the time prescribed for
the giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders.
In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice as
provided above, then such notification as shall be made with the approval of the
Trustee (which shall include, but not be limited to, hand-delivery or overnight
courier) shall constitute a sufficient notification for every purpose hereunder.
Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.
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SECTION 107 CONFLICT WITH TRUST INDENTURE ACT.
If any provision hereof limits, qualifies or conflicts with the
Trust Indenture Act, the Trust Indenture Act shall control.
SECTION 108 EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.
SECTION 109 SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.
SECTION 110 SEPARABILITY CLAUSE.
In case any provision in this Indenture or the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
SECTION 111 BENEFITS OF INDENTURE.
Nothing in this Indenture or in the Securities, expressed or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.
SECTION 112 GOVERNING LAW.
This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 113 LEGAL HOLIDAYS.
In any case where any Maturity of any Security of any series or
any Payment Date shall not be a Business Day at any Place of Payment for the
Securities of that series, then (notwithstanding any other provision of this
Indenture or of the Securities) payment at such Maturity or Payment Date need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made at such Maturity or Payment Date, as the case may be, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date.
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ARTICLE II
SECURITY FORMS
SECTION 201 FORMS GENERALLY.
The Securities of each series shall be in substantially in the
form of Exhibit A hereto with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities as evidenced by their
execution of the Securities. If temporary Securities are issued in global form
as permitted by Section 303, the form thereof also shall be established as
provided in the preceding sentence.
SECTION 202 DEFINITIVE SECURITIES.
The definitive Securities of each series shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities as
evidenced by their execution of such Securities.
SECTION 203 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
The Trustee's certificates of authentication shall be in
substantially the form set forth below.
This is one of the Securities designated in the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By:
---------------------------
Authorized Signatory
SECTION 204 SECURITIES IN GLOBAL FORM.
Except as provided in Section 304 hereof, owners of beneficial
interests in Global Securities shall not be entitled to receive physical
delivery of certificated Securities. If Securities of a series are issuable in
whole or in part in global form, any such Security may provide that it shall
represent the aggregate or specified number of Outstanding Securities of such
series from time to time endorsed thereon and may also provide that the
aggregate number of Outstanding Securities of such series represented thereby
may from time to time be reduced or increased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount or changes in the rights of Holders of Outstanding
Securities
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represented thereby, shall be made in such manner and by such Person or Persons
as shall be specified therein.
This Section 204 shall apply only to Securities issued in global
form ("GLOBAL SECURITIES") and deposited with or on behalf of the Depositary.
The Company shall execute and the Trustee shall, in accordance
with this Section 204, authenticate and deliver initially one or more Global
Securities for each series that (a) shall be registered in the name of the
Depositary for such Global Security or Global Securities of such series or the
nominee of such Depositary for such series and (b) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's written instructions
or held by the Trustee as custodian for such Depositary.
Members of, or participants in, a Depositary ("AGENT MEMBERS")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary or under the Global Security, and the
Depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee, or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
holder of any Security.
ARTICLE III
THE SECURITIES
SECTION 301 AMOUNT UNLIMITED; ISSUABLE IN SERIES.
The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more series. There shall
be established in, and, subject to Section 302, set forth in, or determined in
the manner provided in one or more Committee Certificates, or established in one
or more indentures supplemental hereto, prior to the issuance of Securities of
any series, any or all of the following, as applicable (each of which (except
for the matters set forth in clauses (1), (2) and (10) below), if so provided,
may be determined from time to time by the Company with respect to unissued
Securities of the series and set forth in such Securities of the series when
issued from time to time):
(1) the title of the Securities of the series, which shall
distinguish the Securities of such series from all other series of Securities;
(2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of
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the series pursuant to Section 303, 304, 305 and 806);
(3) the Designated Issuer, the Common Stock, the Initial Reset
Date, the Initial Principal Amount, the Starting Value on the Initial Reset
Date, the maximum percentage of the Periodic Capped Return, the exchange upon
which the Common Stock is traded, and such other information as shall be
necessary to determine the Maturity Payment.
(4) the Maturity Date, or the method by which the Maturity Date
shall be determined;
(5) the amount of the Yield Enhancement Payments, if any, the
date from which they are paid, the payments for any stub periods, and the
Default Rate;
(6) the place or places, if any, other than or in addition to the
Borough of Manhattan, The City of New York, where the principal of (and premium,
if any) and interest, if any, on Securities of the series shall be payable,
where any Registered Securities of the series may be surrendered for
registration of transfer, where Securities of the series may be surrendered for
exchange, and, if different than the location specified in Section 106, the
place or places where notices or demands to or upon the Company in respect of
the Securities of the series and this Indenture may be served;
(7) the periods within which, or the dates on which, the prices
at which, and the terms and conditions upon which Securities of the series may
be redeemed, if any, in whole or in part, at the option of the Company, or
otherwise;
(8) if other than Dollars, the currency in which Securities of
the series shall be denominated or in which payment of the principal of (and
premium, if any) and interest on Securities of the series may be made and any
other terms concerning such payment;
(9) if the principal of (and premium, if any) or interest on
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in a currency other than that in which the Securities are
denominated or payable without such election, the periods within which and the
terms and conditions upon which such election may be made and the time and the
manner of determining the exchange rate between the currency in which the
Securities are denominated or payable without such election and the currency in
which the Securities are to be paid if such election is made;
(10) any deletions from, modifications of or additions to the
covenants of the Company with respect to Securities of the series, whether or
not such covenants are consistent with the covenants set forth herein;
(11) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the series (which terms
shall not be inconsistent with the requirements of the Trust Indenture Act or
the provisions of this Indenture).
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All Securities of any one series shall be substantially
identical, except as to denomination and except as may otherwise be provided in
or pursuant to such Committee Certificate or in any such indenture supplemental
hereto. Not all Securities of any one series need be issued at the same time,
and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.
SECTION 302 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.
The Securities of any series shall be executed on behalf of the
Company by the Chairman or a Vice Chairman of the Board, a Vice President, the
Chief Financial Officer or the Chief Accounting Officer, under its corporate
seal reproduced thereon attested by the signature of its Secretary or one of its
Assistant Secretaries or its Treasurer, the Deputy Treasurer or one of its
Assistant Treasurers. The signature of any of these officers on the Securities
may be manual or facsimile.
Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.
At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities.
The Trustee shall have the right to decline to authenticate and
deliver such Securities if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken or if the Trustee in good faith by
its board of directors or trustees, executive committee, or a trust committee of
directors or trustees and/or Responsible Officers shall determine that such
action would expose the Trustee to personal liability to existing Holders or
would adversely affect the Trustee's own rights, duties or immunities under this
Indenture or otherwise.
If all of the Securities of any series are not to be originally
issued at the same time, then the documents required to be delivered pursuant to
this Section 302 must be delivered only once, prior to the authentication and
delivery of the first Security of such series; provided, however, that any
subsequent request by the Company to the Trustee to authenticate Securities of
such series upon original issuance shall constitute a representation and
warranty by the Company that, as of the date of such request, the statements
made in any Opinion of Counsel delivered pursuant to this Section 302 shall be
true and correct as if made on such date.
If Securities of any series are to be issued in whole or in part
in global form, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order, authenticate and deliver one
or more Securities of such series in global form that (i) shall represent the
number of the Outstanding Securities of such series to be represented by such
Global Securities, (ii) shall be registered, if in registered form, in the name
of the
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Depositary for such Book-Entry Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in certificated form, this Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary" or to such other effect as the
Depositary and the Trustee may agree.
Each Depositary designated for a Book-Entry Security in
registered form must, at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation. The Trustee shall have no
responsibility to determine if the Depositary is so registered. Each Depositary
shall enter into an agreement with the Trustee governing their respective duties
and rights with regard to Book-Entry Securities.
Each Security shall be dated the date of its authentication.
No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
duly executed by the Trustee by manual signature of one of its authorized
signatories, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.
The Trustee may appoint an authenticating agent (each, an
"AUTHENTICATION AGENT") to authenticate the Securities. Any Authenticating Agent
may authenticate Securities whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by any
such Authenticating Agent.
SECTION 303 GLOBAL SECURITIES; TEMPORARY SECURITIES.
(a) No definitive Security shall be issued in exchange
for a Global Security deposited with the Depositary pursuant to Section 302
representing any Securities unless such transfer complies with Section 304 of
this Indenture and (i) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for such Global Security or, in the case of
a Depositary located in the United States, if at any time such Depositary ceases
to be a "CLEARING AGENCY" registered under the Exchange Act and a successor
depositary is not appointed by the Issuer within 90 days of such notice or (ii)
the Company determines not to have the Securities represented by a Global
Security; provided, however, that the Company may not make such determination
during any period during which the Securities must be held in global form as may
be required by the Securities Act.
(b) Any Global Security that is transferable to the
beneficial owners thereof pursuant to this Section 303 shall be surrendered by
the Depositary to the Trustee located in the Borough of Manhattan, The City of
New York, to be so transferred, in whole or from time
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to time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate
number of Securities. Any portion of a Global Security transferred pursuant to
this Section 303 shall be executed, authenticated and delivered as specified in
Section 304 and registered in such names as the Depositary shall direct.
(c) Subject to the provisions of Section 303(b) above,
the registered holder of a Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action that a holder is entitled to take under this
Indenture or such Securities.
(d) In the event of the occurrence of any of the events
specified in paragraph (a) of this Section 303 the Company will promptly make
available to the Trustee a reasonable supply of certificated Securities in
definitive, fully registered form.
Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which may be in global form, that are printed,
lithographed, typewritten, mimeographed or otherwise reproduced, substantially
of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.
If temporary Securities of any series are issued, the Company
will cause definitive Securities of such series to be prepared without
unreasonable delay. The definitive Securities shall be printed, lithographed or
engraved, or provided by any combination thereof, or in any other manner
permitted by the rules and regulations of any applicable securities exchange,
all as determined by the officers executing such definitive Securities. After
the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of such temporary Securities at the office or agency
maintained by the Company for such purpose pursuant to Section 902, without
charge to the Holder in a Place of Payment. Upon surrender for cancellation of
any temporary Securities of any series, the Company shall execute, and the
Trustee shall authenticate and deliver, in exchange therefor the same aggregate
number of definitive Securities of the same series. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.
SECTION 304 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register for each series of Securities (the register maintained
in such office and in any other office or agency of the Company maintained
pursuant to Section 902 in a Place of Payment being herein sometimes
collectively referred to as the "SECURITY REGISTER") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "SECURITY REGISTRAR" for the purpose of registering Securities and
transfers of Securities as herein provided.
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Upon surrender for registration of transfer of any Security of
any series at the office or agency maintained pursuant to Section 902 in a Place
of Payment, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, evidencing a like aggregate beneficial
interest in the Forward Contract for that series.
At the option of the Holder, Securities of any series (except a
Global Security representing all or a portion of the Securities which may be
exchanged in accordance with Section 303 hereof) may be exchanged for other
Securities of the same series evidencing a like aggregate interest in the
Forward Contract for that series, upon surrender of the Securities to be
exchanged at such office or agency.
If at any time the Depositary for one or more series of the
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such Securities or if at any time the Depositary for such
Securities shall no longer be eligible under Section 302, the Company shall
appoint a successor Depositary with respect to such Securities.
The Depositary may surrender a Global Security in exchange in
whole or in part for Securities of the same series in certificated form on such
terms as are acceptable to the Company and such Depositary. Thereupon, the
Company shall execute, and the Trustee shall authenticate and deliver, without
service charge, to each Person specified by such Depositary a new certificated
Security or Securities of the same series and of like tenor, in aggregate number
equal to and in exchange for such Person's beneficial interest in the Global
Security, and to such Depositary a new Global Security of like tenor
representing an aggregate number of Securities of that series equal to the
difference, if any, between the aggregate beneficial interest in the Forward
Contract for that series represented by the surrendered Global Security and the
aggregate beneficial interest in the Forward Contract for that series
represented by the certificated Securities delivered to Holders thereof.
Upon the exchange in full of a Global Security for Securities in
certificated form, such Global Security shall be canceled by the Trustee. Except
as provided in Section 303(a) and (b) hereof, Securities issued in exchange for
a Book-Entry Security pursuant to this Section shall be registered in such names
as the Depositary for such Book-Entry Security, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall make available such Securities to the Persons in whose names
such Securities are so registered.
Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.
All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same obligation, and entitled to the same benefits under this Indenture, as
the Securities surrendered upon such registration of transfer or exchange. The
Trustee shall have no liability for any transfers or exchanges of the
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Securities in accordance with the provisions of this Indenture being in
compliance with the Securities Act or any other applicable law.
Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company or the Securities Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 303 or 806 not
involving any transfer.
SECTION 305 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.
If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and evidencing a
like aggregate beneficial interest in the Forward Contract for that series.
If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
a new Security of the same series evidencing a like aggregate beneficial
interest in the Forward Contract for that series.
Upon the issuance of any new Security under this Section, the
Company or the Securities Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.
Every new Security of any series issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.
The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of any mutilated, destroyed, lost or stolen Securities.
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SECTION 306 PERSONS DEEMED OWNERS.
Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment in respect of amounts owed on
such Security and for all other purposes whatsoever, whether or not such
payments shall be overdue, and none of the Company, the Trustee or any agent of
the Company or the Trustee shall be affected by notice to the contrary;
provided, however, that the Depositary, or its nominee, shall be deemed the
owner of any Global Securities registered in its name, and owners of beneficial
interests in a Global Security will not be considered the owners of any
Securities for purposes of this Indenture.
SECTION 307 CANCELLATION.
All Securities surrendered for payment, registration of transfer
or exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities shall be destroyed by the
Trustee and a certificate evidencing such destruction shall be delivered to the
Company.
SECTION 308 YIELD ENHANCEMENT PAYMENTS.
For each series, a pro rata portion (based on the beneficial
interest in the Forward Contract for that series represented by each of the
Securities of that series) of the Yield Enhancement Payment, if any, shall be
remitted (a) by the Company to the Paying Agent prior to 10:00 am on each
Payment Date and (b) thereafter by the Paying Agent on each Payment Date to the
Persons in whose name such Securities are registered at the close of business on
the Record Date therefor. At least 5 Business Days prior to the applicable
Record Date, the Company shall notify the Trustee in writing of the aggregate
amount of the Yield Enhancement Payment, if any, to be paid on each Payment
Date.
In the event of acceleration of maturity of a Forward Contract to
an Accelerated Maturity Date occurring after any Record Date and on or prior to
the next succeeding Payment Date, Yield Enhancement Payments, if any, otherwise
payable on such Payment Date shall be payable on the Accelerated Maturity Date,
and any such Yield Enhancement Payments (in the amounts determined as provided
above) shall be paid to the Persons in whose name the Securities of the relevant
series are registered at the close of business on such Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of acceleration of maturity of a Forward Contract to an Accelerated Maturity
Date, Yield Enhancement Payments, if any, that would otherwise be payable after
the Accelerated Maturity Payment with respect to a Forward Contract shall not be
payable.
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For any series of Securities, the Company shall have the right,
at any time and from time to time during the term of the Securities, to defer
making the Yield Enhancement Payments, if any, during the period until the
Maturity Date or the Accelerated Maturity Date, as the case may be. With respect
to any series of Securities, Yield Enhancement Payments, if any, which are
payable, but are deferred by the Company and not punctually paid or duly
provided for, on any Payment Date shall forthwith cease to be payable to the
Holder on the relevant Record Date by virtue of having been such Holder, and
such Yield Enhancement Payments, if any, together with, to the extent permitted
by applicable law, interest thereon at the Default Rate compounded quarterly for
each quarter until such Yield Enhancement Payments are paid (herein called
"Defaulted Yield Enhancement Payments"), may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:
(1) The Company may elect to make payment of any Defaulted
Yield Enhancement Payments, if any, to the Persons in whose names the
Securities are registered at the close of business on a Special Record
Date for the payment of such Defaulted Yield Enhancement Payments, if
any, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing at least one Business Day prior to the
Payment Date on which any Yield Enhancement Payments would otherwise be
payable of the aggregate amount of Defaulted Yield Enhancement Payments,
if any, proposed to be paid on the Securities and the date of the
proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Yield Enhancement Payments, if any,
or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment; such money when deposited to
be held in trust for the benefit of the Persons entitled to such
Defaulted Yield Enhancement Payments, if any, in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Yield Enhancement Payments, if any, which shall be (i)
not more than 15 Business Days and not less than 10 Business Days prior
to the date of the proposed payment, and not less than 10 Business Days
after the receipt by the Trustee of the notice of the proposed payment
or (ii) if the Company proposes to pay such Defaulted Yield Enhancement
Payments as part of the Maturity Payment, the Record Date with respect
to the Maturity Date. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted
Yield Enhancement Payments, if any, and the Special Record Date therefor
to be mailed, first-class postage prepaid, to each Holder of Securities
at such Holder's address as it appears in the Security Register, not
less than 10 Business Days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Yield Enhancement Payments, if
any, and the Special Record Date therefor having been so mailed, such
Defaulted Yield Enhancement Payments, if any, shall be paid to the
Person in whose name the Securities are registered at the close of
business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2),
(2) The Company may make payment of any Defaulted Yield
Enhancement Payments, if any, in any other lawful manner not
inconsistent with the requirements of any stock exchange or national
securities market on which such
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Securities are listed, and upon such notice as may be required by such
exchange or market, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this Clause, such manner
of payment shall be deemed practicable by the Trustee.
At the option of the Company, Yield Enhancement Payments, if any,
shall be remitted by the Trustee (i) by mailing a check to the address of the
persons entitled thereto as such address shall appear in the Security Register
or (ii) by wire transfer to an account maintained by the persons entitled
thereto as specified in the applicable Security Register if such person (a)
shall have provided wire instructions to the Paying Agent at least five (5)
Business Days prior to the relevant Record Date and (b) holds an aggregate
Security representing the right to receive, at maturity, at least $5,000,000.
Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to Yield
Enhancement Payments, if any, accrued and unpaid, and to be accrued, which were
carried by such other Security.
ARTICLE IV
PAYMENT AT MATURITY, ETC.
SECTION 401 SATISFACTION AND DISCHARGE OF INDENTURE.
This Indenture with respect to the Securities of any series (if
all series under this Indenture are not to be affected) shall, upon Company
Request, cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities and replacement of lost,
stolen or mutilated Securities herein expressly provided for), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge as to such series of this Indenture, when either
(A) all Securities of such series theretofore
authenticated and delivered have been delivered to the Trustee
for cancellation; or
(B) all such Securities not theretofore delivered
to the Trustee for cancellation have become due and payable and
the Company has deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge all amounts owed in respect of
such Securities not theretofore delivered to the Trustee for
cancellation.
Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 606 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of this
Section, the obligations of the Trustee under the last paragraph of Section 903,
shall survive.
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SECTION 402 MATURITY.
For each series of Securities issued under this Indenture, and
subject to earlier acceleration of maturity in accordance with Article V hereof,
on the Maturity Date the Company shall be obligated to pay to the Holders, in
respect of the Securities of that series held by them, the Maturity Payment. The
Maturity Payment in respect of the Securities of each series shall be determined
by the mechanism set forth in this Section 402.
For each series of Securities:
(1) the "MATURITY PAYMENT" shall be an amount in cash equal to a
pro rata portion (based on the beneficial interest in the Forward Contract
represented by the Securities) of the sum of (A) the sum of the Initial
Principal Amount and the Stock Return Payment and (B) any accrued and unpaid
Yield Enhancement Payments (if any) through the Maturity Date.
(2) the "INITIAL PRINCIPAL AMOUNT" shall have the meaning
specified pursuant to Section 301, and shall equal the product of (A) the number
of shares of Common Stock represented by the Forward Contract and (B) the
Starting Value of the Common Stock on the Initial Reset Date.
(3) the "STOCK RETURN PAYMENT" shall equal the product of (A) the
Initial Principal Amount and (B) the Stock Return.
(4) the "STOCK RETURN" shall equal the compounded value of the
Periodic Capped Returns for each Reset Date, shall be expressed as a percentage
and shall be computed in the following manner: product of [(1.00 + the Periodic
Capped Return) for each Reset Date] - 1.00.
(5) the "PERIODIC CAPPED RETURN" for any Reset Date (including
Maturity) shall equal a fraction, (A) the numerator of which is the Ending Value
minus the Starting Value, and (B) the denominator of which is the Starting
Value; provided, however, that the Periodic Capped Return for any Reset Date
shall not in any circumstance be greater than the percentage specified in the
Committee Certificate or indenture supplemental hereto.
(6) the "ENDING VALUE" for any Reset Date other than at Maturity
shall be the Closing Price of the Common Stock on the relevant Reset Date, or,
if that day is not a Trading Day, the Closing Price on the most recent Trading
Day. At Maturity, the Ending Value shall be the Ten Day Closing Price of the
Common Stock.
(7) the "STARTING VALUE" for the Initial Reset Date shall be
specified in a Committee Certificate or an indenture supplemental hereto. The
Starting Value for each subsequent Reset Date (including Maturity) shall equal
the Ending Value on the immediately preceding Reset Date.
(8) a "RESET DATE" shall occur on (1) each Payment Date,
beginning on the Initial Reset Date and (2) the Maturity Date or Accelerated
Maturity Date, as the case may be.
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The "INITIAL RESET DATE" shall be specified in Committee
Certificate or in an indenture supplemental hereto, and shall be the first
Payment Date.
For each series, the Company shall be responsible for the
calculation of the Maturity Payment as set forth herein. The Company shall
notify the Trustee of the amount of the Maturity Payment for that series one New
York Business Day prior to the Maturity Date.
SECTION 403 DILUTION ADJUSTMENTS.
The calculation of the Periodic Capped Return with respect to any
series shall be subject to adjustment from time to time as follows.
(a) Stock Dividends, Splits, Reclassifications, Etc. If
a Designated Issuer shall, after the date hereof,
(i) pay a stock dividend or make a distribution with
respect to Common Stock in shares of such stock;
(ii) subdivide or split the outstanding shares of Common
Stock into a greater number of shares of Common Stock;
(iii) combine the outstanding shares of Common Stock into
a smaller number of shares; or
(iv) issue by reclassification of shares of its Common
Stock any shares of other common stock of the Designated Issuer;
then, in each such case, the Starting Value for the calculation of the Periodic
Capped Return on the next occurring Reset Date after such event shall be
multiplied by a Dilution Adjustment equal to a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding immediately before
such event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event, plus, in the case of a
reclassification referred to in (iv) above, the number of shares of other common
stock of the Designated Issuer. In the event of a reclassification referred to
in (iv) above as a result of which no Common Stock is outstanding, the Periodic
Capped Return for each subsequent Reset Date shall be determined by reference to
the other common stock of the Designated Issuer issued in the reclassification.
(b) Right or Warrant Issuances. If a Designated Issuer
shall, after the date hereof, issue, or declare a record date in respect of an
issuance of, rights or warrants to all holders of Common Stock entitling them to
subscribe for or purchase shares of Common Stock at a price per share less than
the Then-Current Market Price of the Common Stock (other than rights to purchase
Common Stock pursuant to a plan for the reinvestment of dividends or interest),
then, in each such case, the Starting Value for the calculation of the Periodic
Capped Return for the next occurring Reset Date after such event shall be
multiplied by a dilution adjustment equal to a fraction, (i) the numerator of
which shall be (A) the number of shares of Common Stock outstanding immediately
prior to the time the adjustment is effected by reason of
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the issuance of such rights or warrants, plus (B) the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered for subscription or purchase pursuant to such
rights or warrants would purchase at the Then-Current Market Price of the Common
Stock, which shall be determined by multiplying the total number of shares 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,
and (ii) the denominator of which shall be (A) the number of shares of Common
Stock outstanding immediately before the adjustment is effected, plus (B) the
number of additional shares of Common Stock offered for subscription or purchase
pursuant to such rights or warrants. To the extent that, after the expiration of
such rights or warrants, the shares of Common Stock offered thereby shall not
have been delivered, the Starting Value for the calculation of the periodic
capped return for the next occurring Reset Date after such event shall be
further adjusted to equal the Starting Value 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 shares of Common Stock actually
delivered.
(c) Distributions of Other Assets. If a Designated Issuer
shall, after the date hereof, declare or pay a dividend or make a distribution
to all holders of Common Stock, of any class of its capital stock, the capital
stock of a subsidiary of such Designated Issuer, evidences of its indebtedness
or other non-cash assets (excluding any dividends or distributions referred to
in paragraph (a) above) or shall issue to all holders of Common Stock rights or
warrants to subscribe for or purchase any of its securities (other than rights
or warrants referred to in paragraph (b) above), then, in each such case,
Starting Value for the calculation of the Periodic Capped Return for the next
occurring Reset Date after such event shall be multiplied by a Dilution
Adjustment equal to a fraction, (i) the numerator of which shall be (A) the
Then-Current Market Price per share of the Common Stock, less (B) the fair
market value (as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company, whose determination shall
be final) as of the time the adjustment is effected of the portion of the
capital stock, assets, evidences of indebtedness, rights or warrants so
distributed or issued applicable to one share of Common Stock, and (ii) the
denominator of which shall be the Then-Current Market Price of one share of the
Common Stock. [Notwithstanding the foregoing, in the event that, with respect to
any dividend or distribution to which this paragraph (c) would otherwise apply,
the numerator 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 adjustment provided by this paragraph (c) not be made and in lieu of
such adjustment, on the Maturity Date, the Company shall deliver to the Holders
of the Securities an additional amount of cash equal to 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 shall be final) so distributed or issued with respect to the
number shares of Common Stock represented by the Forward Contract for that
series.]
(d) Cash Dividends; Excess Purchase Payments. If, after
the date hereof, a Designated Issuer declares a record date in respect of a
distribution of cash (other than any Permitted Dividends, any cash distributed
in consideration of fractional shares of Common Stock and any cash distributed
in a Reorganization Event), by dividend or otherwise, to all
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<PAGE> 33
holders of Common Stock, or makes an Excess Purchase Payment, then the Starting
Value for the calculation of the Periodic Capped Return for the next occurring
Reset Date after such event shall be multiplied by a Dilution Adjustment equal
to a fraction, (i) the numerator of which shall be (A) the Then-Current Market
Price of the Common Stock on such record date, less (B) the amount of such
distribution applicable to one share of Common Stock 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 shares of Common Stock outstanding on
such record date), and (ii) the denominator of which shall be such Then-Current
Market Price of the Common Stock.
For purposes of these adjustments, (A) "PERMITTED
DIVIDEND" means any quarterly cash dividend in respect of the Common Stock,
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 Common Stock in
excess of 10.0% and (B) "EXCESS PURCHASE PAYMENT" means 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 shall be final) of all other consideration paid by the Designated
Issuer or any of its subsidiaries with respect to one share of Common Stock
acquired in a tender offer or exchange offer by the Designated Issuer or any of
its subsidiaries, over (y) the Then-Current Market Price of the Common Stock.
[Notwithstanding the foregoing, in the event that, with respect to any dividend
or distribution to which this paragraph (d) would otherwise apply, the
denominator in the fraction referred to above formula 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 (d) not be made and in lieu of such
adjustment, on the Maturity Date, the Company shall deliver to the Holders of
the Securities an additional amount of cash equal to 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 shall be final) so distributed (or applied to the acquisition of
the Common Stock in such a tender offer or exchange offer) with respect to the
number shares of Common Stock represented by the Forward Contract for that
series.]
(e) Timing of Dilution Adjustments. Each Dilution Adjustment
shall be effected as follows:
(i) 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 Common Stock 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 Designated Issuer;
(ii) in the case of any subdivision, split, combination or
reclassification, on the effective date of such transaction;
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(iii) in the case of any Excess Purchase Payment for which
the Designated Issuer shall announce, 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
(iv) 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.
(f) General; Failure of Dilution Event to Occur. All Dilution
Adjustments shall 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
in Starting Value for the Calculation of the Periodic Capped Return for any
Reset Date shall 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 shall
be carried forward (on a percentage basis) 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 pursuant to this Section 403 shall subsequently be canceled by the
Designated Issuer, or such dividend, distribution, issuance or repurchase shall
fail to receive requisite approvals or shall fail to occur for any other reason,
then, upon such cancellation, failure of approval or failure to occur, the
Periodic Capped Return for the next occurring Reset Date after such event shall
be further adjusted to the Periodic Capped Return which would then have been in
effect had adjustment for such event not been made. If a Reorganization Event
shall occur after the occurrence of one or more events requiring an adjustment
pursuant to this Section 403, the Dilution Adjustments previously applied to the
Periodic Capped Return for the next occurring Reset Date after such events shall
not be rescinded but shall be applied to the new Periodic Capped Return provided
for under Sections 404 and 405.
SECTION 404 ADJUSTMENT FOR CONSOLIDATION, MERGER OR OTHER REORGANIZATION
EVENT.
In the event of (i) any consolidation or merger of a Designated
Issuer, or any surviving entity or subsequent surviving entity of the Designated
Issuer (a "DESIGNATED ISSUER SUCCESSOR"), with or into another entity (other
than a merger or consolidation in which the Designated Issuer is the continuing
corporation and in which the Common Stock outstanding immediately prior to the
merger or consolidation is not exchanged for cash, securities or other property
of the Designated Issuer or another Person), (ii) any sale, transfer, lease or
conveyance to another Person of the property of the Designated Issuer or any
Designated Issuer Successor as an entirety or substantially as an entirety,
(iii) any statutory exchange of securities of the Designated Issuer or any
Designated Issuer Successor with another Person (other than in connection with a
merger or acquisition) or (iv) any liquidation, dissolution or winding up of the
Designated Issuer or any Designated Issuer Successor (any such event described
in clause (i), (ii), (iii) or (iv), a "REORGANIZATION EVENT"), then, as to the
relevant series, the Ending Value used to calculate the Periodic Capped Return
for the next occurring Reset Date and the Starting Value and the Ending Value
used to calculate the Period Capped Return for each Reset Date thereafter (other
than at Maturity) shall be based on the Transaction Value rather than the
closing
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price of the Common Stock and the Ending Value used to calculate the Periodic
Capped Return at Maturity shall be based on the Transaction Value rather than
the Ten Day Closing Price of the Common Stock.
"TRANSACTION VALUE" means, with respect to any Reset Date, the
sum of: (a) for any cash received in any such Reorganization Event, the amount
of cash received per share of Common Stock; (b) for any property other than cash
or Marketable Securities received in any such Reorganization Event, an amount
equal to the market value on the date the Reorganization Event is consummated of
such property received per share of Common Stock (as determined by a nationally
recognized independent investment banking firm retained for this purpose by the
Company, whose determination shall be final); and (c) for any Marketable
Securities received in any such Reorganization Event, (1) with respect to any
Reset Date prior to the Maturity Date or Accelerated Maturity Date, as the case
may be, an amount equal to the closing price per share of such Marketable
Securities on such Reset Date multiplied by the number of such Marketable
Securities received for each share of Common Stock (if such Reset Date is a
Trading Day) or, if no closing price is available for such Reset Date, the
closing price per share of such Marketable Securities on the most recent Trading
Day for which a Closing Price is available, and (2) with respect to the Maturity
Date or Accelerated Maturity Date, as the case may be, an amount equal to the
average Closing Price per share of such Marketable Securities for the
Calculation Period of 10 Trading Days immediately prior to the date one New York
Business Day prior to the Maturity Date multiplied by the number of such
Marketable Securities received for each share of Common Stock.
"MARKETABLE SECURITIES" means 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
National Market. The number of shares of any equity securities constituting
Marketable Securities included in the calculation of Transaction Value pursuant
to the preceding clause (c) shall be subject to adjustment if any event that
would, had it occurred with respect to the Common Stock or the Designated
Issuer, have required an adjustment pursuant to Section 403 shall occur with
respect to such Marketable Securities or the issuer 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 provided
for in Section 403.
SECTION 405 THE COMPANY RESPONSIBLE FOR ADJUSTMENTS.
The Company shall be responsible for the effectuation and
calculation of any adjustment pursuant this Article IV and shall furnish the
Trustee with notice of any such adjustment. The Trustee shall be under no duty
or obligation to review or determine any calculations, adjustments, dividend
calculations, determination of either the Maturity Payment or Accelerated
Maturity Payment payable hereunder or any other calculation set forth in this
Article IV or in Section 502 hereof.
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ARTICLE V
REMEDIES
SECTION 501 ACCELERATION EVENTS.
"ACCELERATION EVENT," wherever used herein, means any one of the
following events:
(a) the entry of a decree or order for relief in respect
of the Company by a court having jurisdiction in the premises in an involuntary
case under the Federal bankruptcy laws, as now or hereafter constituted, or any
other applicable Federal or State bankruptcy, insolvency or other similar law,
or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar official) of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
90 consecutive days; or
(b) the commencement by the Company of a voluntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, or the
consent by it to the entry of an order for relief in an involuntary case under
any such law or to the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Company or
of any substantial part of its property, or the making by it of an assignment
for the benefit of its creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any action; or
(c) the receipt by the Company of an opinion of a
nationally recognized independent tax counsel experienced in such matters to the
effect that there has been (a) an amendment to, change in or announced proposed
change in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) a judicial
decision interpreting, applying, or clarifying such laws or regulations, (c) an
administrative pronouncement or action that represents an official position
(including a clarification of an official position) of the governmental
authority or regulatory body making such administrative pronouncement or taking
such action, or (d) a threatened challenge asserted in connection with an audit
of the Company, any of its subsidiaries or the Trusts, or a threatened challenge
asserted in writing against any other taxpayer that has raised capital through
the issuance of securities that are substantially similar to the Securities or
the TARGETS, which amendment or change is adopted or which proposed change,
decision or pronouncement is announced or which action, clarification or
challenge occurs on or after the date of the Prospectus relating to the original
issuance of the TARGETS (collectively a "Tax Action"), which Tax Action relates
to any of the items described in (i) and (ii) below, and that there is more than
an insubstantial risk that (i) the Trust is, or will be subject to United States
federal income tax with respect to income accrued or received in respect of the
Forward Contract or the Treasury Securities, or (ii) the Trust is, or will be
subject to more than a de minimis amount of other taxes, duties or other
governmental charges; or
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(d) the receipt by the Company of an opinion of a
nationally recognized independent counsel experienced in such matters to the
effect that as a result of the occurrence on or after the date hereof of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority, the Trusts are or will be considered an Investment Company which is
required to be registered under the Investment Company Act.
SECTION 502 ACCELERATION OF MATURITY.
(a) With respect to Securities of any series, if an
Acceleration Event described in Section 501 shall occur and be continuing, then
the Company shall give written notice thereof to the Trustee, which notice shall
include a statement as to the amount of the Accelerated Maturity Payment. On the
Accelerated Maturity Date the Forward Contract shall be automatically
accelerated and the Accelerated Maturity Amount shall be immediately due and
payable. Upon receipt by the Trustee of the Accelerated Maturity Amount, the
Trustee shall remit to the Holders, in respect of the Securities held by them,
an amount in cash (the "ACCELERATED MATURITY PAYMENT") equal to a pro rata
portion (based on the beneficial interest in the Forward Contract represented by
such Securities) of the sum of (A) the Maturity Payment calculated as of the
Accelerated Maturity Date and (B) any accrued and unpaid Yield Enhancement
Payments (if any) through the Accelerated Maturity Date.
(b) As used herein, the "ACCELERATED MATURITY DATE" means
the date of the occurrence of the event or events constituting such Acceleration
Event.
(c) The Company agrees, and each Holder of Securities, by
such Holder's acceptance thereof, agrees that the Accelerated Maturity Amount is
a reasonable pre-estimate of loss to such Holder and is not a penalty. Such
amount is payable for the loss of bargain and a Holder will not be entitled to
recover additional damage as a consequence of loss resulting from any
Acceleration Event.
SECTION 503 TAXES.
The Company shall pay any and all documentary, stamp, transfer or
similar taxes and charges that may be payable in respect of the entry into this
Indenture and the performance of its obligations hereunder.
SECTION 504 TREATMENT OF FORWARD CONTRACTS.
The Company hereby agrees that: (i) it will not treat this
Indenture, any Forward Contract, any portion of the Securities, or any
obligation hereunder (except in regards to any Yield Enhancement Payments (if
any)) as giving rise to any interest income or other inclusion of ordinary
income on the part of the Holders of the Securities; (ii) it will not treat the
delivery of any portion of the cash to be delivered pursuant to this Indenture
or any Forward Contract (except in regards to any Yield Enhancement Payments (if
any)) as giving rise to any interest income or other inclusions of ordinary
income (in the case of each Holder) or as giving rise to any interest expense or
other deductions of ordinary expense (in the case of SSBH); (iii) it will treat
this Indenture and any Forward Contract in its entirety as a forward contract
for the delivery of such cash, under the terms of which contract (a) at the time
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of issuance of a series of Securities the Holder deposits irrevocably with the
Company a fixed amount of cash equal to the purchase price of the Securities to
assure the fulfillment of the Holder's purchase obligation described in clause
(c) below, which deposit will unconditionally and irrevocably be applied at
Maturity to satisfy such obligation, (b) until Maturity the Company may be
obligated to pay Yield Enhancement Payments on such deposit as compensation to
the Holder for the Company's use of such cash deposit during the term of the
Securities of such series, and (c) at Maturity such cash deposit unconditionally
and irrevocably will be applied by the Company in full satisfaction of the
Holder's obligation under the forward purchase contract, and the Company will
deliver to the Holder the amount of cash that the Holder is entitled to receive
at that time pursuant to the terms of the Securities of such series; and (iv) it
will not take any action (including filing any tax return or form or taking any
position in any tax proceeding) that is inconsistent with the obligations
contained in the foregoing clauses (i) through (iii). Notwithstanding the
preceding sentence, the Company may take any action or position required by law,
provided that the Company delivers to the Trustee an opinion of counsel,
nationally recognized as expert in Federal tax matters, to the effect that such
action or position is required by a statutory change, Treasury regulation, or
applicable court decision published after the date of this Indenture.
SECTION 505 NOTICES.
The Company will or will cause to be delivered to the Trustee and
to each Holder:
(a) Immediately upon the occurrence of any Acceleration
Event hereunder, or upon the Company's obtaining knowledge that any of the
conditions or events described in Section 501(a) or (b) shall have occurred with
respect to the Designated Issuer, notice of such occurrence; and
(b) In case at any time prior to the Maturity Date the
Company receives notice, or otherwise obtains knowledge, that any event
requiring that an adjustment be effected pursuant to Sections 403, 404 and 405
hereof shall have occurred or be pending, then the Company shall promptly cause
to be delivered to the Trustee and each Holder a notice identifying such event
and stating, if known to the Company, the date on which such event is to occur
and, if applicable, the record date relating to such event. The Company shall
cause further notices to be delivered to the Trustee and each Holder if the
Company shall subsequently receive notice, or otherwise obtain knowledge, of any
further or revised information regarding the terms or timing of such event or
any record date relating thereto.
SECTION 506 COLLECTION OF AMOUNTS OWED AND SUITS FOR ENFORCEMENT BY TRUSTEE.
The Company covenants that if default is made in the payment of
amounts owed on any Security at Maturity, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of such Securities the whole
amount then due and payable on such Securities and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.
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If the Company fails to pay such amount forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may and
shall at the direction of the Holders of a majority of the Outstanding
Securities, institute a judicial proceeding for the collection of the sums so
due and unpaid, and may and shall, at the direction of the Holders of a majority
of the Outstanding Securities, prosecute such proceeding to judgment or final
decree, and may and shall, at the direction of the Holders of a majority of the
Outstanding Securities, enforce the same against the Company or any other
obligor upon such Securities, and collect the monies adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Securities wherever situated.
If an Acceleration Event occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of the Securities by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.
SECTION 507 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expense,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.
SECTION 508 APPLICATION OF MONEY COLLECTED.
Any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of the Securities of
any series, upon presentation of the Securities of such series and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:
First: To the payment of all amounts due the Trustee under
Section 606; and
Second: To the payment of the amounts then due and unpaid on the
Securities of such series in respect of which or for the benefit of
which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such
Securities.
Third: The balance, if any, to the Person or Persons entitled
thereto.
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SECTION 509 LIMITATION ON SUITS.
No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless
(1) such Holder has (i) previously given written notice to
the Trustee of a continuing Acceleration Event with respect to the
Forward Contract for such series and (ii) the Holders of not less than
25% of the Outstanding Securities of such series shall have made written
request to the Trustee to institute proceedings in respect of such
Acceleration Event in its own name as Trustee hereunder;
(2) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;
(3) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any such
proceeding; and
(4) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders
of a majority of the Outstanding Securities of that series; it being
understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders of Securities of any other series, or to obtain or
to seek to obtain priority or preference over any other of such Holders
or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such
Holders. For the protection and enforcement of the provisions of this
Section 509, each and every Holder of Securities of any series and the
Trustee for such series shall be entitled to such relief as can be given
at law or in equity.
SECTION 510 RESTORATION OF RIGHTS AND REMEDIES.
If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.
SECTION 511 RIGHTS AND REMEDIES CUMULATIVE.
Except as otherwise provided with respect to the replacement or
payment of a mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 305, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted
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by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.
SECTION 512 DELAY OR OMISSION NOT WAIVER.
No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Acceleration Event
shall impair any such right or remedy or constitute a waiver of any such
Acceleration Event or an acquiescence therein. Every right and remedy given by
this Article V or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.
SECTION 513 CONTROL BY HOLDERS.
The Holders of a majority of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series, provided that
(1) such direction shall not be in conflict with any rule
of law or with this Indenture, and
(2) subject to the provisions of Section 601, the Trustee
shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Responsible
Officers of the Trustee, determine that the proceeding so directed would
be unjustly prejudicial to the Holders of Securities not joining in any
such direction; and
(3) the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.
SECTION 514 WAIVER OF PAST DEFAULTS.
The Holders of not less than a majority of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder and its consequences, except a
default in the payment of amounts owed in respect of any Security of such
series, or in respect of a covenant or provision hereof which under Article
Eight cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.
Upon any such waiver, such default shall cease to exist, and any
Acceleration Event arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.
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SECTION 515 WAIVER OF STAY OR EXTENSION LAWS.
The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.
SECTION 516 FILING PROOFS OF CLAIM.
In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, competition or
other judicial proceedings, or any voluntary or involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, relative to the
Company or any other obligor upon the Securities of a particular series or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the amount owed on such Securities shall then be due
and payable as therein expressed or by declaration of acceleration or otherwise
and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of amounts due on such Securities) shall be entitled and
empowered, any intervention in such proceeding or otherwise,
(i) to file and prove a claim for the whole amounts owing and
unpaid in respect of the Securities of such series and to
file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its
agents and counsel) and of the Holders of such Securities
allowed in such judicial proceeding, and
(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to
distribute the same;
and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606 of this Indenture.
Nothing herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt, on behalf of any Holder any plan or
reorganization, arrangement, adjustment or composition affecting the Securities
of such series or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder in such proceeding.
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SECTION 517 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PAYMENTS.
Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the amounts owed on such Security and to institute suit for
the enforcement of any such payment and interest thereon, and such right shall
not be impaired without the consent of the Holder.
SECTION 518 RESTORATION OF RIGHTS AND REMEDIES.
If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.
SECTION 519 UNDERTAKING FOR COSTS.
All parties to this Indenture agree, and each Holder of any
Security by such Holder's acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section 519 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder or group of Holders holding in
the aggregate more than 10% of the Outstanding Securities, or to any suit
instituted by any Holder of a Security for the enforcement of the payment of
amounts owed on such Security on or after the Maturity Date or Accelerated
Maturity Date.
ARTICLE VI
THE TRUSTEE
SECTION 601 CERTAIN RIGHTS OF TRUSTEE.
Subject to the provisions of the Trust Indenture Act:
(a) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;
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(b) any request, certification, order, act or direction of
the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;
(d) the Trustee may at any time (i) consult with counsel
and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and (ii) seek
instructions concerning the administration of this Indenture from any court of
competent jurisdiction;
(e) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any series pursuant to this
Indenture, unless such Holders shall have provided to the Trustee reasonable
security or indemnity against the costs, expenses (including attorney's fees and
expenses and the expenses of the Trustee's agents, nominees and custodians) and
liabilities which might be incurred by it in compliance with such request or
direction including such reasonable advances as may be requested by the Trustee;
(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document (including, without limitations, any instruments or certificates
delivered pursuant to Section 304 hereof), but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;
(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;
(h) the Trustee shall not be required to expend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it;
(i) the granting of any right to the Trustee hereunder
shall not be deemed to impose on the Trustee an obligation to exercise such
rights, subject to Section 601(j); and
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(j) the Trustee shall not be obligated to take any action
or to exercise any remedy hereunder unless directed to do so by the Holders of a
majority of the Securities then Outstanding of a series and shall have no
liability for its failure to act pending receipt by it of any such direction.
This Section 601 is in furtherance of and subject to Sections 315
and 316 of the Trust Indenture Act.
SECTION 602 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.
(a) With respect to the Securities of any series, except
upon the occurrence of an Acceleration Event;
(1) the Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any
such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.
(b) In case an Acceleration Event with respect to the
Securities of any series, of which a Responsible Officer of the Trustee has
actual knowledge, has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.
(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that
(1) this subsection shall not be construed to limit
the effect of subsection (a) of this Section;
(2) the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer, unless
it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;
(3) the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of a majority of the
Outstanding Securities of any series determined as provided in
Section 513, relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or
exercising any trust or
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power conferred upon the Trustee, under this Indenture with
respect to the Securities; and
(4) no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of
such funds or indemnity, reasonably satisfactory to it, against
such risk or liability is not reasonably assured to it.
(d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.
SECTION 603 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities of any series. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.
SECTION 604 MAY HOLD SECURITIES.
The Trustee, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar or such other agent.
SECTION 605 MONEY HELD IN TRUST.
Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.
SECTION 606 COMPENSATION AND REIMBURSEMENT.
The Company agrees
(1) to pay to the Trustee from time to time
reasonable compensation for all services rendered by it hereunder
(which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust as
set forth in a separate fee letter between the Trustee and the
Company);
(2) except as otherwise expressly provided herein,
to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and
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advances incurred or made by the Trustee in accordance with any
provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may
be attributable to its negligence or bad faith; and
(3) to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the
exercise of performance of any of its powers or duties hereunder.
SECTION 607 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.
There shall at all times be a Trustee hereunder that shall be
eligible to act as Trustee under an indenture qualified under the Trust
Indenture Act and that has a combined capital and surplus of at least
$50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article VI.
SECTION 608 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
(a) The Trustee may resign at any time with respect to the
Securities of one or more series upon giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 609 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.
(b) The Trustee may be removed at any time with respect to
the Securities of any series by Act of the Holders of a majority of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.
(c) If at any time:
(1) the Trustee shall fail to comply with Section
310(b) of the Trust Indenture Act after written request therefor
by the Company or by any Holder who has been a bona fide Holder
of a Security of such series for at least six months, or
(2) the Trustee shall cease to be eligible under
Section 310(a) of the Trust Indenture Act and shall fail to
resign after written request therefor by the Company or by any
such Holder, or
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(3) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation,
conservation or liquidation,
then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(c) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of Security of
any series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.
(d) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 609. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 609, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of such series and accepted appointment
in the manner required by Section 609, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
such Holder and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.
(e) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series to the Holders of Securities of such series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.
SECTION 609 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.
(a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such
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appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee, but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.
(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) of the
series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. Whenever
there is a successor Trustee with respect to one or more (but less than all)
series of securities issued pursuant to this Indenture, the terms "Indenture",
"Securities" and "Trustee" shall have the meanings specified in the provisos to
the respective definitions of those terms in Section 101 which contemplate such
situation.
(c) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.
(d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under the Trust Indenture Act.
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SECTION 610 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.
SECTION 611 DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.
Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders of
Securities in accordance with Section 312 of the Trust Indenture Act, regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 312(b) of the Trust Indenture Act.
SECTION 612 REPORTS BY TRUSTEE.
Within 60 days after April 15 of each year commencing with the
first August 15 after the first issuance of Securities of such series for which
it acts as Trustee pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of such Securities as provided in Trust Indenture Act
Section 313(c) a brief report dated as of such April 15 if required by Trust
Indenture Act Section 313(a).
ARTICLE VII
CONSOLIDATION, MERGER OR SALE
SECTION 701 CONSOLIDATION, MERGER OR SALE.
The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless:
(1) the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by
conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be a
corporation organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia
and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the
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Trustee, in form satisfactory to the Trustee, the due and
punctual payment of amounts owed on all Securities and the
performance of every covenant of this Indenture on the part of
the Company to be performed or observed,
(2) immediately after giving effect to such
transaction, no Acceleration Event, and no event which, after
notice or lapse of time or both, would become an Acceleration
Event, shall have happened and be continuing; and
(3) the Company has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, conveyance, transfer or lease
and such supplemental indenture comply with this Article and that
all conditions precedent herein provided for relating to such
transaction have been complied with.
SECTION 702 SUCCESSOR CORPORATION SUBSTITUTED.
Upon any consolidation by the Company with or merger by the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 701, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Securities.
ARTICLE VIII
SUPPLEMENTAL INDENTURES
SECTION 801 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:
(1) to evidence the succession of another
corporation to the Company and the assumption by any such
successor of the covenants of the Company herein and in the
Securities; or
(2) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if
such covenants are to be for the benefit of less than all series
of Securities, stating such covenants are being included solely
for the benefit of such series) or to surrender any right or
power herein or in the Securities conferred upon the Company; or
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(3) to add any additional Acceleration Events with
respect to the Forward Contract (and if such Acceleration Events
are to be for the benefit of less than all series of Securities,
stating such Acceleration Events are being included solely for
the benefit of such series); or
(4) to add to or change any of the provisions of
this Indenture to such extent as shall be necessary to permit or
facilitate the issuance of the Securities in bearer form,
registrable or not registrable, or to provide for an
uncertificated (commonly known as "BOOK-ENTRY") Security on terms
satisfactory in substance to the Trustee, provided that such
issuance of bearer securities complies with the restrictions
under the Tax Equity and Fiscal Responsibility Act of 1982; or
(5) to change or eliminate any of the provisions of
this Indenture; provided that any such change or elimination
shall become effective only when there is no Outstanding Security
of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision; or
(6) to secure the Securities; or
(7) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by
more than one Trustee, pursuant to the requirements of Section
609(b); or
(8) to cure any ambiguity, to correct or supplement
any provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture; provided such
action shall not adversely affect the interests of the Holders of
Outstanding Securities of any series created prior to the
execution of such supplemental indenture in any material respect.
SECTION 802 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
With the consent of the Holders of not less than a majority of
the Outstanding Securities of each series affected by such supplemental
indenture voting separately, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities under this Indenture; provided, however, that no
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security of each such series affected thereby,
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(1) as to such series, change the Maturity of the
Forward Contract, or reduce the Maturity Payment payable on the
Maturity Date, or reduce the Accelerated Maturity Payment that
would be due and payable on an Accelerated Maturity Date pursuant
to Section 502, or reduce the Yield Enhancement Payments, if any,
that would be due and payable pursuant to Section 308, or change
the coin or currency in which amounts owed in respect of the
Forward Contract are payable, or impair the right to institute
suit for the enforcement of any such payment, on or after the
Maturity thereof, or reduce the percentage of the Outstanding
Securities, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is
required for any waiver of compliance with certain provisions of
this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture, or
(2) change any obligation of the Company to
maintain an office or agency in the places and for the purposes
specified in Section 902, or
(3) modify any of the provisions of this Section
802, Section 515, or Section 905, except to increase any such
percentage in Section 905 to provide that certain other
provisions of this Indenture which affect such series cannot be
modified or waived without the consent of the Holder of each
Outstanding Security of such series affected thereby; provided,
however, that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the references
to "THE TRUSTEE" and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of
Sections 608(b) and 801(7).
It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.
A supplemental indenture that changes or eliminates any covenant
or other provision of this Indenture with respect to one or more particular
series of Securities, if any, or that modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this indenture of the Holders of
Securities, if any, of any other series.
SECTION 803 EXECUTION OF SUPPLEMENTAL INDENTURES.
In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel, the
preparation of which shall not be at the expense of the Trustee, stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.
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SECTION 804 EFFECT OF SUPPLEMENTAL INDENTURES.
Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.
SECTION 805 CONFORMITY WITH TRUST INDENTURE ACT.
After this Indenture is qualified pursuant to the Trust Indenture
Act, every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.
SECTION 806 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, any new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.
ARTICLE IX
COVENANTS
SECTION 901 PAYMENT.
The Company covenants and agrees for the benefit of the Holders
of each series of Securities that it will duly and punctually pay all amounts
owed on the Securities of such series in accordance with the terms of the
Securities and this Indenture.
SECTION 902 MAINTENANCE OF OFFICE OR AGENCY.
The Company will maintain in each Place of Payment of any series
for the Securities of such series an office or agency where Securities of such
series may be presented or surrendered for payment, where Securities of such
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof;
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.
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The Company may also from time to time designate one or more
other offices or agencies where the Securities of any series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for such Securities for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.
SECTION 903 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.
If the Company shall at any time act as its own Paying Agent with
respect to any Securities of any series, it will, on or before each due date of
amounts owed on such Securities, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the amounts owed so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.
Whenever the Company shall have one or more Paying Agents with
respect to any series of Securities, it will, prior to each due date of amounts
owed in respect of such Securities, deposit with any such Paying Agent a sum
sufficient to pay the amounts owed in respect of such Securities so becoming
due, such sum to be held in trust for the benefit of the Persons entitled
thereto, and (unless such Paying Agent is the Trustee) the Company will promptly
notify the Trustee of its action or failure so to act.
The Company will cause each Paying Agent with respect to any
series of Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will:
(1) hold all sums held by it for the payment of
amounts owed in respect of Securities of such series in trust for
the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein
provided;
(2) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities of such series)
in the making of any payment of amounts owed in respect to the
Securities of such series; and
(3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay
to the Trustee all sums so held in trust by such Paying Agent.
The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were
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held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the amounts owed in respect to
any Security of any series and remaining unclaimed for two years after such
amount has become due and payable shall be paid to the Company on Company
Request along with any interest that has accumulated thereon as a result of such
money being invested at the direction of the Company, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment of such amounts without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, or cause to be
mailed to such Holder, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to the Company.
SECTION 904 LIMITATION ON LIENS.
The Company will not, and will not permit any Restricted
Subsidiary to, incur, issue, assume guarantee or suffer to exist any
indebtedness for borrowed money (indebtedness for borrowed money being
hereinafter in this section called "debt") if such debt is secured by a pledge
of, lien on, or security interest in any shares of stock of any Restricted
Subsidiary, whether such stock is now owned or shall hereafter be acquired,
without effectively providing that the Securities shall be secured equally and
ratably with such debt.
SECTION 905 WAIVER OF CERTAIN COVENANTS.
The Company may omit in any particular instance to comply with
any covenant, set forth herein, with respect to the Securities of any series, if
before the time for such compliance, the Holders of at least a majority of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant, but no such waiver shall extend to or affect such covenant except to
the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any
such covenant shall remain in full force and effect.
SECTION 906 OFFICERS' CERTIFICATE AS TO DEFAULT.
The Company will deliver to the Trustee, on or before a date not
more than four months after the end of each fiscal year of the Company (which on
the date hereof is the calendar year) ending after the date hereof, an Officers'
Certificate, stating whether or not to the best
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knowledge of the signers thereof the Company is in default in the performance
and observation of any of the terms, provisions and conditions of this
Indenture, and, if the Company shall be in default, specifying all such defaults
and the nature thereof of which they may have knowledge.
The Company will deliver written notice to the Trustee promptly
after any officer of the Company has knowledge of the occurrence of any event
that with the giving of notice or the lapse of time or both would become an
Acceleration Event under Section 501.
SECTION 907 PAYMENT OF EXPENSES.
(a) In connection with the offering, sale and issuance
of the Securities and in connection with the sale of any securities by the
Trusts (collectively, the "Trust Securities"), the Company, in its capacity as
issuer with respect to the Securities, shall:
(i) pay all costs and expenses relating to the offering,
sale and issuance of the Trust Securities, including
commissions and compensation to the underwriters
payable pursuant to any applicable underwriting
agreement and compensation of the Trustee under this
Indenture in accordance with the provisions of Section
606;
(ii) pay all costs and expenses of the Trusts (including,
but not limited to, costs and expenses relating to the
organization of the Trusts, the offering, sale and
issuance of the Trust Securities of the Trusts
(including commissions and compensation to the
underwriters in connection therewith), the fees and
expenses of the Institutional Trustee(s), the Regular
Trustees(s) and the Delaware Trustee(s) of the Trust,
the costs and expenses relating to the operation,
maintenance and dissolution of the Trusts and the
enforcement by the Institutional Trustee(s) of the
rights of the holders of the Trust Securities,
including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping
services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel
and telephone and other telecommunications expenses
and costs and expenses incurred in connection with the
acquisition, financing, and disposition of assets of
the Trusts);
(iii) be primarily liable for any indemnification
obligations arising with respect to the Declarations
of the Trusts and the Amended and Restated
Declarations of the Trusts; and
(iv) pay any and all taxes (other than United States
withholding taxes in respect of amounts paid on the
Securities held by the Trusts) and all liabilities,
costs and expenses with respect to such taxes of the
Trusts.
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(b) Upon termination of this Indenture or of each series
of Securities or the removal or resignation of the Trustee pursuant to Section
608, the Company shall pay to the Trustee all amounts accrued and owing to the
Trustee to the date of such termination, removal or resignation. Upon
termination of each Amended and Restated Declaration of the Trusts or the
removal or resignation of the Delaware Trustee(s) or the Institutional
Trustee(s), as the case may be, pursuant to Section 5.6 of the Amended and
Restated Declaration of each Trust, the Company shall pay to such Delaware
Trustee or such Institutional Trustee, as the case may be, all amounts accrued
and owing to such Delaware Trustee or such Institutional Trustee, as the case
may be, to the date of such termination, removal or resignation.
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
SALOMON SMITH BARNEY HOLDINGS INC.
By:
------------------------------
Name:
Title:
[SEAL]
Attest:
- ------------------------------
THE CHASE MANHATTAN BANK, TRUSTEE
By:
------------------------------
Name:
Title:
[SEAL]
Attest:
- ------------------------------
54
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STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this day of , 2000, before me personally
appeared , to me known, who, being by me duly sworn, did depose
and say that he is a of SALOMON SMITH BARNEY HOLDINGS INC., the
corporation described in and which executed the foregoing instrument; that he
knows the seal of the said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the board of
directors of said corporation; and that he signed his name thereto by like
authority.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-----------------------
Notary Public
[Notarial Seal]
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<PAGE> 61
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On the day of , 2000, before me personally
appeared , to me known, who, being by me duly sworn, did depose
and say that she is a of The Chase Manhattan Bank, the New York banking
corporation described in and which executed the forgoing instrument; that she
knows the seal of said New York banking corporation; that the seal affixed to
said instrument is such seal; that it was so affixed by authority of the Board
of Directors of said New York banking corporation, and that she signed her name
thereto by like authority.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
---------------------
Notary Public
[Notarial Seal]
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<PAGE> 62
EXHIBIT A
NO. 1
SALOMON SMITH BARNEY HOLDINGS INC.
FORWARD CONTRACT CERTIFICATE
WITH RESPECT TO COMMON STOCK
SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized
and existing under the laws of New York (herein called the "Company," which term
includes any successor Person), for value received, hereby certifies that The
Chase Manhattan Bank, as Institutional Trustee of TARGETS Trust , or registered
assigns, is the owner of a 100% interest in the Forward Contract (as defined in
the Indenture referred to below) and, as such, is entitled to receive from the
Company its pro rata share of (i) the Maturity Payment on , 20 ,
subject to acceleration to an Accelerated Maturity Date and adjustment to the
Accelerated Maturity Payment pursuant to the terms of the Indenture and (ii) the
Yield Enhancement Payments, if any, on each Payment Date.
Payment of (i) the Maturity Payment or Accelerated Maturity
Payment, as the case may be, and (ii) the Yield Enhancement Payments, if any,
with respect to this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this
Security set forth after the Trustee's certificate of authentication, which
further provisions shall for all purposes have the same effect as if set forth
at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
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<PAGE> 63
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: , 20
SALOMON SMITH BARNEY HOLDINGS INC.
[SEAL]
----------------------------------
By:
----------------------------------
By:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned Indenture.
The Chase Manhattan Bank, as Trustee
By:
----------------------------------
Authorized Signatory
A-2
<PAGE> 64
SALOMON SMITH BARNEY HOLDINGS INC.
FORWARD CONTRACT CERTIFICATE
WITH RESPECT TO COMMON STOCK
This Security is one of a duly authorized issue of the Company
(herein called the "Securities"), issued and to be issued under an Indenture
dated as of , 20 (herein called the "Indenture") between the Company and The
Chase Manhattan Bank (herein called the "Trustee," which term includes any
successor trustee under the Indenture), relating to a Forward Contract with
respect to Common Stock, 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 Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.
The Securities are not subject to redemption at the option of the
Company or at the option of the Holder prior to maturity; however, if certain
Acceleration Events shall have occurred and be continuing, the maturity of the
Securities will be accelerated to the Accelerated Maturity Date pursuant to the
terms of the Indenture.
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 Securities 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 of the Securities at the time
Outstanding to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages of the Securities at the time Outstanding,
on behalf of the Holders of all Securities, 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 a Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay (i) the Maturity Payment or
Accelerated Maturity Payment, as the case may be, and (ii) the Yield Enhancement
Payments, if any, with respect to this Security at the time, place and rate, and
in the coin or currency, prescribed in the Indenture.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar and duly executed
by, the Holder hereof or the Holder's attorney duly authorized in writing, and
thereupon one or more new Securities will be issued to the designated transferee
or transferees.
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The Securities are issuable only in registered form. As provided
in the Indenture and subject to certain limitations therein set forth, the
Securities are exchangeable for one or more new Securities of like tenor and
representing an equal aggregate beneficial interest in the Forward Contract to
be surrendered for exchange. If (a) any Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within 90 days or (b) the Company executes and delivers to the
Trustee a Company Order to the effect that the Global Securities shall be
exchangeable for certificated Securities, the Global Securities will be
exchangeable for Securities in definitive certificated form of like tenor. Such
definitive Securities shall be registered in such name or names as the
Depositary shall instruct the Trustee.
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 Security 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 Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
----------
A-4
<PAGE> 66
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[Please Insert Social Security Number or Other Identifying Number of Assignee]
- --------------------------------------------------------------------------------
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The within Security of Salomon Smith Barney Holdings Inc. and does hereby
irrevocably constitute and appoint
- --------------------------------------------------------------------------------
Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated:
------------------------ --------------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written upon
the first page of the within Security in
every particular, without alteration or
enlargement or any change whatever, and be
guaranteed by the endorser's bank or broker.
A-5
<PAGE> 1
EXHIBIT 5
[Salomon Smith Barney Letterhead]
March 16, 2000
Salomon Smith Barney Holdings Inc.
TARGETS Trust VI
TARGETS Trust VII
TARGETS Trust VIII
TARGETS Trust IX
TARGETS Trust X
TARGETS Trust XI
TARGETS Trust XII
TARGETS Trust XIII
TARGETS Trust XIV
TARGETS Trust XV
TARGETS Trust XVI
TARGETS Trust XVII
c/o Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Re: Salomon Smith Barney Holdings Inc.
TARGETS Trust VI
TARGETS Trust VII
TARGETS Trust VIII
TARGETS Trust IX
TARGETS Trust X
TARGETS Trust XI
TARGETS Trust XII
TARGETS Trust XIII
TARGETS Trust XIV
TARGETS Trust XV
TARGETS Trust XVI
TARGETS Trust XVII
Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of Salomon Smith Barney Holdings Inc., a New York
corporation (the "Company"). I have acted as counsel to the Company and to
TARGETS Trust VI, TARGETS Trust VII, TARGETS Trust VIII, TARGETS Trust IX,
TARGETS Trust X, TARGETS Trust XI, TARGETS Trust XII, TARGETS Trust XIII,
TARGETS Trust XIV, TARGETS Trust XV, TARGETS Trust XVI and TARGETS Trust XVII
(each, a "Trust" and, together, the "Trusts"), each a statutory business trust
formed under the laws of the State of Delaware, in connection with the
preparation of a Registration Statement on Form S-3 (the "Registration
Statement") to be filed by the Company and the Trusts with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the
<PAGE> 2
"Securities Act"). The Registration Statement relates to the issuance and sale
from time to time, pursuant to Rule 415 under the Securities Act, of the
following securities with an aggregate public offering price of up to
$500,000,000: (i) Targeted Growth Enhanced Terms Securities ("TARGETS") of each
Trust, (ii) certain securities (the "Forward Contract Securities") with respect
to each Trust representing interests in a forward contract (the "Forward
Contract") of the Company which are to be issued pursuant to an indenture (the
"Indenture") between the Company and The Chase Manhattan Bank, as indenture
trustee, and (iii) a guarantee of the Company with respect to the TARGETS of
each Trust.
The TARGETS of each Trust are to be issued pursuant to the Amended and
Restated Declaration of Trust (the "Declaration") of such Trust among the
Company, as sponsor and as the issuer of the Forward Contract Securities, Chase
Manhattan Bank Delaware, as Delaware trustee, The Chase Manhattan Bank, as
institutional trustee (the "Institutional Trustee"), and Charles W. Scharf,
Michael J. Day and Mark I. Kleinman, as regular trustees (together, the "Regular
Trustees").
This opinion is being delivered in accordance with Item 601(b)(5) of
Regulation S-K under the Securities Act.
In connection with this opinion, I, or persons employed by the Company
or its affiliates with whom I have consulted, have examined or are familiar with
(i) the Registration Statement, (ii) the form of Prospectus relating to the
TARGETS included in the Registration Statement (the "Prospectus"), (iii) the
certificate of Trust of each Trust filed with the Secretary of State of the
State of Delaware, (iv) the form of Declaration (including the designation of
terms of the TARGETS annexed thereto), (v) the form of certificates evidencing
the TARGETS, (vi) the form of Targeted Growth Enhanced Terms Securities
Guarantee Agreement (the "Guarantee Agreement") between the Company and The
Chase Manhattan Bank, as guarantee trustee, (vii) the form of certificates
evidencing the Forward Contract Securities, (viii) the form of Indenture, (ix)
the Restated Certificate of Incorporation of the Company, as amended to date,
(x) the By-Laws of the Company currently in effect and (xi) certain resolutions
adopted by the Board of Directors of the Company (the "Board of Directors").
I (or such persons) have also examined or are familiar with originals,
or copies certified or otherwise identified to my satisfaction, of such other
documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as I
(or such persons) have deemed necessary or advisable for the purposes of this
opinion. In my examination, I (or such persons) have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to me (or such persons) as originals, the conformity to
original documents of all documents submitted to me (or such persons) as
certified or photostatic copies and the authenticity of the originals of such
copies.
Upon the basis of the foregoing, I am of the opinion that:
1. With respect to the TARGETS of each Trust, when (i) the Registration
Statement, as amended (if necessary), has become effective under the Securities
Act, (ii) the Prospectus with respect to such TARGETS has been delivered and
filed in compliance with the Securities Act and the applicable rules and
regulations thereunder, (iii) the Declaration of such Trust and an underwriting
2
<PAGE> 3
agreement (the "Underwriting Agreement") with respect to such TARGETS are duly
executed and delivered by the parties thereto, (iv) the Declaration of such
Trust has been qualified under the Trust Indenture Act of 1939, as amended (the
"TIA"), (v) the terms of such TARGETS have been established in accordance with
the Declaration of such Trust and (vi) such TARGETS have been executed and
issued in accordance with the Declaration of such Trust and delivered and paid
for in accordance with the Underwriting Agreement, (1) such TARGETS will be duly
authorized, validly issued and fully paid and nonassessable, representing
undivided beneficial interests in the assets of such Trust, and (2) the holders
of such TARGETS will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. I bring to your attention,
however, that the holders of such TARGETS may be obligated, pursuant to the
Declaration of such Trust, to (i) provide indemnity and/or security in
connection with and pay taxes or governmental charges arising from transfers of
TARGETS and (ii) provide security and indemnity in connection with the requests
of or directions to the Institutional Trustee to exercise its rights and powers
under the Declaration of such Trust.
2. With respect to the Guarantee Agreement for the TARGETS of each
Trust, when (i) the Registration Statement, as amended (if necessary), has
become effective under the Securities Act, (ii) the Prospectus with respect to
such Trust has been delivered and filed in compliance with the Securities Act
and the applicable rules and regulations thereunder, (iii) the Board of
Directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate action to
approve the execution and delivery of such Guarantee Agreement, (iv) the
Declaration, the Guarantee Agreement and the Underwriting Agreement with respect
to such Trust are duly executed and delivered by the parties thereto, (v) the
Declaration and the Guarantee with respect to such Trust have been qualified
under the TIA, (vi) the terms of such TARGETS have been established in
accordance with the Declaration of such Trust and (vii) such TARGETS have been
executed and issued in accordance with the Declaration of such Trust and
delivered and paid for in accordance with the Underwriting Agreement for such
TARGETS, the Guarantee Agreement will be a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms (subject,
as to enforcement, to applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors' rights generally and to
general principles of equity regardless of whether such enforceability is
considered in a proceeding in equity or at law).
3. With respect to the Forward Contract Securities for each Trust, when
(i) the Registration Statement, as amended (if necessary), has become effective
under the Securities Act, (ii) the Prospectus with respect to such Trust has
been delivered and filed in compliance with the Securities Act and the
applicable rules and regulations thereunder, (iii) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate officers
of the Company have taken all necessary corporate action to approve the issuance
and terms of such Forward Contract Securities, (iv) the Indenture (as
supplemented by a resolution of the Board of Directors or of any authorized
committee thereof, or by a supplemental indenture, in either case relating to
the Forward Contract with respect to such Trust) has been duly executed and
delivered by the parties thereto, (v) such Indenture has been qualified under
the TIA, (vi) the terms of such Forward Contract Securities have been
established in accordance with the Indenture with respect to such Trust and
(vii) such Forward Contract Securities have been duly executed and issued in
accordance with such Indenture and paid for as set forth in the Prospectus with
respect to such
3
<PAGE> 4
Trust, such Forward Contract Securities will be valid and binding obligations of
the Company, entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms (subject, as to enforcement, to
applicable bankruptcy, reorganization, insolvency, moratorium or other similar
laws affecting creditors' rights generally and to general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law).
This opinion is limited to matters governed by the federal laws of the
United States of America, the laws of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware Business Trust Act
(including the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting the General Corporation Law of the
State of Delaware and the Delaware Business Trust Act). I am not admitted to the
practice of law in the State of Delaware.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to my name under the
heading "Legal Matters" in the prospectus which forms a part of the Registration
Statement. In giving this consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations thereunder.
Very truly yours,
/s/ JOAN GUGGENHEIMER
----------------------------
Joan Guggenheimer
General Counsel
4
<PAGE> 1
EXHIBIT 8
Writer's Direct Dial: (212) 225-2980
March 17, 2000
Salomon Smith Barney Holdings Inc.
TARGETS Trust VI, TARGETS Trust VII,
TARGETS Trust VIII, TARGETS Trust IX,
TARGETS Trust X, TARGETS Trust XI,
TARGETS Trust XII, TARGETS Trust XIII,
TARGETS Trust XIV, TARGETS Trust XV,
TARGETS Trust XVI and TARGETS Trust XVII
c/o Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We have acted as special tax counsel to Salomon Smith Barney Holdings
Inc., a New York corporation (the "Company"), and TARGETS Trust VI, TARGETS
Trust VII, TARGETS Trust VIII, TARGETS Trust IX, TARGETS Trust X, TARGETS Trust
XI, TARGETS Trust XII, TARGETS Trust XIII, TARGETS Trust XIV, TARGETS Trust XV,
TARGETS Trust XVI and TARGETS Trust XVII (each, a "Trust" and together, the
"Trusts"), each a statutory business trust formed under the laws of the State of
Delaware in connection with the preparation of a Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission"), for the purpose of registering (i) Targeted
Growth Enhanced Terms Securities ("TARGETS") of each Trust representing
undivided beneficial interests in the assets of each Trust, (ii) certain
securities to be acquired by each Trust representing interests in a forward
contract of the Company (each, a "Forward Contract") which are to be issued
pursuant to an indenture, a form of which forward contract and indenture are
included as an exhibit to the Registration Statement (the "Indenture"), between
the Company and The Chase Manhattan Bank, as indenture trustee, and (iii) a
guarantee of the Company with respect to the TARGETS of each Trust, a form of
which is included as an exhibit to the Registration Statement (each, a
"Guarantee").
The TARGETS of each Trust are to be issued pursuant to an Amended and
Restated Declaration of Trust, a form of which is included as an exhibit to the
Registration Statement (each a "Declaration"), among the Company, as sponsor,
The Chase Manhattan Bank, as the institutional trustee, Chase Manhattan Bank
Delaware, as the Delaware trustee, and Charles W. Schanf, Michael J. Day and
Mark I. Kleinman, as regular trustees.
In rendering the opinion expressed below, we have assumed that (i) the
Indenture (as supplemented by a resolution of the Board of Directors of the
Company, including any authorized committee thereof, or by a supplemental
indenture, in either case relating to the Forward Contract with respect to each
Trust) and the Forward Contract to be issued thereunder have each been duly
executed and delivered by the parties thereto (ii) the Declaration of each
Trust has been duly executed and delivered by the parties thereto, (iii) the
TARGETS of each Trust have been executed and issued in accordance with the
Declaration of such Trust (iv) the Guarantee with respect to the TARGETS of
each Trust has been duly executed and delivered and (v) the transactions
relating to the issuance of the TARGETS of each Trust have taken place as
described in the Registration Statement.
We hereby confirm that we are of the opinion that the statements set
forth under the heading "Certain Federal Income Tax Considerations" in the
Prospectus contained in the Registration Statement (the "Prospectus"), insofar
as such statements purport to summarize certain federal income tax laws of the
United States, constitute a fair summary of the principal U.S. federal income
tax consequences of an investment in the TARGETS.
<PAGE> 2
We hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus and the filing of this opinion with the Commission as
Exhibit 8 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission promulgated thereunder. This opinion is
expressed as of the date hereof unless otherwise expressly stated and applies
only to the disclosure under the heading "Certain Federal Income Tax
Considerations" set forth in the Prospectus. We disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ ERIKA NIJENHUIS
-------------------------------
Erika Nijenhuis, a Partner
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Salomon Smith Barney Holdings Inc., TARGETS Trust VI, TARGETS Trust
VII, TARGETS Trust VIII, TARGETS Trust IX, TARGETS Trust X, TARGETS Trust XI,
TARGETS Trust XII, TARGETS Trust XIII, TARGETS Trust XIV, TARGETS Trust XV,
TARGETS Trust XVI and TARGETS Trust XVII of our report dated January 18, 2000
relating to the consolidated financial statements, which appears in Salomon
Smith Barney Holdings Inc. and subsidiaries' Annual Report on Form 10-K for the
year ended December 31, 1999. We also consent to the reference to us under the
heading "Experts".
/s/ PriceWaterhouseCoopers LLP
New York, New York
March 15, 2000
<PAGE> 1
EXHIBIT 25(b)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST VII
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST VII
(Title of the indenture securities)
-------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
-5-
<PAGE> 1
EXHIBIT 25(c)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST VIII
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST VIII
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(d)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST IX
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST IX
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(e)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST X
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST X
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(f)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST XI
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XI
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(g)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST XII
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XII
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(h)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST XIII
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XIII
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(i)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST XIV
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XIV
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(j)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST XV
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XV
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(k)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST XVI
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XVI
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(l)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TARGETS TRUST XVII
(Exact name of obligor as specified in its charter)
DELAWARE [TO BE APPLIED FOR]
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XVII
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(n)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST VII
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
o It is agreed that from time to time, TWCE may expand the Content offerings
to III to include additional weather information and services. It is
agreed and understood that these additional Content offerings shall be
deemed to be Content for the purposes of this Agreement and shall enjoy
all the protections and privileges and be subject to the applicable
restrictions set forth in this Agreement.
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(o)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST VIII
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HENRY B. SCHACHT ) DIRECTORS
HELENE L. KAPLAN )
- 5 -
<PAGE> 1
EXHIBIT 25(p)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST IX
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HENRY B. SCHACHT ) DIRECTORS
HELENE L. KAPLAN )
- 5 -
<PAGE> 1
EXHIBIT 25(q)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST X
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HENRY B. SCHACHT ) DIRECTORS
HELENE L. KAPLAN )
- 5 -
<PAGE> 1
EXHIBIT 25(r)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XI
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HENRY B. SCHACHT ) DIRECTORS
HELENE L. KAPLAN )
- 5 -
<PAGE> 1
EXHIBIT 25(s)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XII
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HENRY B. SCHACHT ) DIRECTORS
HELENE L. KAPLAN )
- 5 -
<PAGE> 1
EXHIBIT 25(t)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XIII
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4
-
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HENRY B. SCHACHT ) DIRECTORS
HELENE L. KAPLAN )
- 5 -
<PAGE> 1
EXHIBIT 25(u)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XIV
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(v)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XV
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HELENE L. KAPLAN ) DIRECTORS
HENRY B. SCHACHT )
- 5 -
<PAGE> 1
EXHIBIT 25(w)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XVI
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HENRY B. SCHACHT ) DIRECTORS
HELENE L. KAPLAN )
- 5 -
<PAGE> 1
EXHIBIT 25 (x)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
---------------------------------------------
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE
TARGETED GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XVII
(Title of the indenture securities)
---------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HENRY B. SCHACHT ) DIRECTORS
HELENE L. KAPLAN )
- 5 -
<PAGE> 1
EXHIBIT 25(y)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
-------------------------------------------------------
FORWARD CONTRACTS OF SALOMON SMITH BARNEY HOLDINGS INC.
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject. New York State Banking Department, Suite 2310,
5 Empire State Plaza, Albany, New York 12223. Board of Governors of
the Federal Reserve System 20th and C Street NW, Washington, D.C.,
20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 8th day of March, 2000.
THE CHASE MANHATTAN BANK
By /s/ Cynthia Kerpen Smiros
----------------------------
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ....................................... $ 13,271
Interest-bearing balances ............................... 30,165
Securities:...................................................
Held to maturity securities .................................. 724
Available for sale securities ................................ 54,770
Federal funds sold and securities purchased under
agreements to resell .................................... 26,694
Loans and lease financing receivables:
Loans and leases, net of unearned income $132,814
Less: Allowance for loan and lease losses 2,254
Less: Allocated transfer risk reserve ... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve .................................. 130,560
Trading Assets ............................................... 53,619
Premises and fixed assets (including capitalized
leases) ................................................. 3,359
Other real estate owned ...................................... 29
Investments in unconsolidated subsidiaries and
associated companies .................................... 186
Customers' liability to this bank on acceptances
outstanding ............................................. 608
Intangible assets ............................................ 3,659
Other assets ................................................. 14,554
--------
TOTAL ASSETS ................................................. $332,198
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 102,421
Noninterest-bearing ...........................$ 41,580
Interest-bearing .............................. 60,841
In foreign offices, Edge and Agreement
subsidiaries and IBF's .................................. 108,233
Noninterest-bearing ................................$ 6,061
Interest-bearing .............................. 102,172
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................... 47,425
Demand notes issued to the U.S. Treasury ..................... 100
Trading liabilities .......................................... 33,626
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........... 3,964
With a remaining maturity of more than one year
through three years .............................. 14
With a remaining maturity of more than three years ...... 99
Bank's liability on acceptances executed and outstanding ..... 608
Subordinated notes and debentures ............................ 5,430
Other liabilities ............................................ 11,886
TOTAL LIABILITIES ............................................ 313,806
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,211
Surplus (exclude all surplus related to preferred stock) .... 11,066
Undivided profits and capital reserves ....................... 7,376
Net unrealized holding gains (losses)
on available-for-sale securities ............................. (1,277)
Accumulated net gains (losses) on cash flow hedges ........... 0
Cumulative foreign currency translation adjustments .......... 16
TOTAL EQUITY CAPITAL ......................................... 18,392
---------
TOTAL LIABILITIES AND EQUITY CAPITAL ......................... $ 332,198
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. &
Controller of the above-named bank, do
hereby declare that this Report of
Condition has been prepared in
conformance with the instructions issued
by the appropriate Federal regulatory
authority and is true to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to
the correctness of this Report of
Condition and declare that it has been
examined by us, and to the best of our
knowledge and belief has been prepared
in conformance with the instructions
issued by the appropriate Federal
regulatory authority and is true and
correct.
WILLIAM B. HARRISON, JR. )
HENRY B. SCHACHT ) DIRECTORS
HELENE L. KAPLAN )
- 5 -
