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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
SALOMON SMITH BARNEY HOLDINGS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New York 11-2418067
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
388 Greenwich Street,
New York, New York 10013
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |X| following box. |_|
Securities Act registration statement file number to which this form relates:
333-38931
(IF APPLICABLE)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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0.25% Notes Exchangeable for a Basket of American Stock Exchange
Selected Technology Stocks, Due 2005
Securities to be registered pursuant to Section 12(g) of the Act:
NONE)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a description of the securities to be registered hereunder,
reference is made to the information under the heading "Description of Debt
Securities" on pages 7 through 15 of the Registrant's Prospectus, dated December
1, 1997 (Registration No. 333-38931) (the "Prospectus"), as supplemented by the
information under the heading "Description of Registered Notes" on pages S-2
through S-21 of the Registrant's Prospectus Supplement relating to Medium-Term
Notes, Series H and Series I, dated December 5, 1997 (the "Prospectus
Supplement") which information is incorporated herein by reference and made part
of this Registration Statement in its entirety, as well as to the additional
information set forth below. The description of the Notes contained in the
Pricing Supplement to be filed pursuant to Rule 424(b), which will contain the
final terms of the Notes, is deemed to be incorporated herein by reference and
made part of this Registration Statement in its entirety.
ITEM 2. EXHIBITS.
99 (A). Prospectus, dated December 1, 1997 (incorporated by reference
to the Registrant's filing under Rule 424(b)(3) dated February 5, 1998).
99 (B). Prospectus Supplement relating to Medium-Term Notes, Series H
and Series I, dated December 5, 1997 (incorporated by reference to the
Registrant's filing under Rule 424(b)(2) dated December 9, 1997).
99 (C). Form of Note (incorporated by reference to Exhibit 4(u)(ii) to
the Registrant's Registration Statement No. 333-38931).
99 (D). Senior Debt Indenture between the Registrant and The First
National Bank of Chicago (as successor trustee to Citibank N.A.), dated as of
December 1, 1988 (incorporated by reference to Exhibit 8 to the Registrant's
Current Report on Form 8-K dated December 29, 1988), as supplemented by a First
Supplemental Indenture, dated as of September 7, 1990 (incorporated by reference
to Exhibit 4(b) to the Registrant's Registration Statement No. 33-39502), a
Second Supplemental Indenture, dated June 12, 1991 (incorporated by reference to
Exhibit 4(c) to the Registrant's Registration Statement No. 33-41209), a Third
Supplemental Indenture, dated as of July 1, 1992 (incorporated by reference to
Exhibit 4(d) to the Registrant's Registration Statement No. 33-49136), a Fourth
Supplemental Indenture, dated as of October 29, 1992 (incorporated by reference
to Exhibit 4(e) to the Registrant's Registration Statement No. 33-57922), a
Fifth Supplemental Indenture, dated as of December 14, 1993 (incorporated by
reference to Exhibit 4(f) to the Registrant's Registration Statement No.
33-51269), a Sixth Supplemental Indenture, dated as of December 29, 1994
(incorporated by reference to Exhibit 4(j) to the Registrant's Registration
Statement No. 333-01807), a Seventh Supplemental Indenture, dated as of February
1, 1996 (incorporated by reference to Exhibit 4(k) to the Registrant's
Registration Statement No. 333-01807), an Eighth Supplemental Indenture, dated
as of May 8, 1996 (incorporated by reference to Exhibit 4 to the Registrant's
Current Report on Form 8-K dated April 29, 1996, a Ninth Supplemental Indenture,
dated as of November 22, 1996 (incorporated by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K dated November 20, 1996), a Tenth
Supplemental Indenture, dated as of November 28, 1997 (incorporated by reference
to Exhibit 4(l) to the Registrant's Registration Statement No. 333-38931) and an
Eleventh Supplemental Indenture, dated as of July 1, 1999 (incorporated by
reference to Exhibit 4(tt) to the Registrant's Registration Statement No.
333-38931).
Other securities issued by Salomon Smith Barney Holdings Inc. are
listed on the American Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.
Salomon Smith Barney Holdings Inc.
(REGISTRANT)
Date: April 12, 2000 By: /s/ Mark Kleinman
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Name: Mark Kleinman
Title: Executive Vice President
and Treasurer
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INDEX TO EXHIBITS
Exhibit No. Exhibit
99 (A). Prospectus, dated December 1, 1997 (incorporated by reference
to the Registrant's filing under Rule 424(b)(3) dated
February 5, 1998).
99 (B). Prospectus Supplement relating to Medium-Term Notes, Series H
and Series I, dated December 5, 1997 (incorporated by
reference to the Registrant's filing under Rule 424(b)(2)
dated December 9, 1997).
99 (C). Form of Note (incorporated by reference to Exhibit 4(u)(ii)
to the Registrant's Registration Statement No. 333-38931).
99 (D). Senior Debt Indenture between the Registrant and The First
National Bank of Chicago (as successor trustee to Citibank
N.A.), dated as of December 1, 1988 (incorporated by
reference to Exhibit 8 to the Registrant's Current Report on
Form 8-K dated December 29, 1988), as supplemented by a First
Supplemental Indenture, dated as of September 7, 1990
(incorporated by reference to Exhibit 4(b) to the
Registrant's Registration Statement No. 33-39502), a Second
Supplemental Indenture, dated June 12, 1991 (incorporated by
reference to Exhibit 4(c) to the Registrant's Registration
Statement No. 33-41209), a Third Supplemental Indenture,
dated as of July 1, 1992 (incorporated by reference to
Exhibit 4(d) to the Registrant's Registration Statement No.
33-49136), a Fourth Supplemental Indenture, dated as of
October 29, 1992 (incorporated by reference to Exhibit 4(e)
to the Registrant's Registration Statement No. 33-57922), a
Fifth Supplemental Indenture, dated as of December 14, 1993
(incorporated by reference to Exhibit 4(f) to the
Registrant's Registration Statement No. 33-51269), a Sixth
Supplemental Indenture, dated as of December 29, 1994
(incorporated by reference to Exhibit 4(j) to the
Registrant's Registration Statement No. 333-01807), a Seventh
Supplemental Indenture, dated as of February 1, 1996
(incorporated by reference to Exhibit 4(k) to the
Registrant's Registration Statement No. 333-01807), an Eighth
Supplemental Indenture, dated as of May 8, 1996 (incorporated
by reference to Exhibit 4 to the Registrant's Current Report
on Form 8-K dated April 29, 1996, a Ninth Supplemental
Indenture, dated as of November 22, 1996 (incorporated by
reference to Exhibit 4 to the Registrant's Current Report on
Form 8-K dated November 20, 1996), a Tenth Supplemental
Indenture, dated as of November 28, 1997 (incorporated by
reference to Exhibit 4(l) to the Registrant's Registration
Statement No. 333-38931) and an Eleventh Supplemental
Indenture, dated as of July 1, 1999 (incorporated by
reference to Exhibit 4(tt) to the Registrant's Registration
Statement No. 333-38931).
