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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 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. TARGETS TRUST VII
(EXACT NAME OF REGISTRANT AS (EXACT NAME OF REGISTRANT AS
SPECIFIED IN CHARTER) SPECIFIED IN CHARTER)
NEW YORK DELAWARE
(STATE OF INCORPORATION (STATE OF INCORPORATION
OR ORGANIZATION) OR ORGANIZATION)
11-2418067 13-7235178
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
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 12(g) of the Exchange Act and
is effective pursuant to is effective with the
General Instruction A.(c), effectiveness of a concurrent
please check the following registration pursuant to
box. [X] General Instruction A.(d),
please following box. [ ]
Securities Act registration statement to 333-32792
which this form relates: (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE IN WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Targeted Growth Enhanced Terms Securities American Stock Exchange
("TARGETSSM") With Respect to the Common
Stock of Cisco Systems, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
For a description of the securities to be registered
hereunder, reference is made to the information under the headings "Summary,"
"Risk Factors," and "Description of the TARGETS" on pages 2 through 9, 10
through 13 and 21 through 36, respectively, of the registrants' Prospectus,
Subject to Completion, dated July 14, 2000 (Registration No. 333-32792), which
information is hereby incorporated herein by reference and made part of this
application in its entirety.
ITEM 2. EXHIBITS.
99 (A). Prospectus, Subject to Completion, dated July 14,
2000, incorporated by reference to the registrants' filing under Rule 424(b)
with the Securities and Exchange Commission on July 18, 2000 (No. 333-32792).
99 (B). Certificate of Trust of TARGETS Trust VII,
incorporated by reference to Exhibit 4(b) to the registration statement on Form
S-3 of Salomon Smith Barney Holdings Inc. (the "Company") and TARGETS Trust VII
filed with the Securities and Exchange Commission on March 17, 2000 (No.
333-32792) (the "Registration Statement").
99 (C). Form of Amended and Restated Declaration of Trust of
TARGETS Trust VII, incorporated by reference to Exhibit 4(m) to the Registration
Statement.
99 (D). Form of TARGETS Guarantee Agreement between the
Company and The Chase Manhattan Bank, as Guarantee Trustee, incorporated by
reference to Exhibit 4(n) to the Registration Statement.
99 (E). Form of Indenture between the Company and The Chase
Manhattan Bank, as Trustee, incorporated by reference to Exhibit 4(o) to the
Registration Statement.
99 (F). Form of TARGETS (included in Exhibit 99(C)).
99 (G). Form of Forward Contract (included in Exhibit 99(E)).
Other securities issued by the Company 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.
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(Registrant)
Date: August 10, 2000 By: /s/ Mark I. Kleinman
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Name: Mark I. Kleinman
Title: Executive Vice President and
Treasurer
TARGETS Trust VII
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(Registrant)
Date: August 10, 2000 By: /s/ Mark I. Kleinman
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Name: Mark I. Kleinman
Title: Regular Trustee
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INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
99(A). Prospectus, Subject to Completion, dated July 14,
2000, incorporated by reference to the
registrants' filing under Rule 424(b) with the
Securities and Exchange Commission on July 18,
2000 (No. 333-32792).
99(B). Certificate of Trust of TARGETS Trust VII,
incorporated by reference to Exhibit 4(b) to the
Registration Statement.
99(C). Form of Amended and Restated Declaration of Trust
of TARGETS Trust VII, incorporated by reference
to Exhibit 4(m) to the Registration Statement.
99(D). Form of TARGETS Guarantee Agreement between the
Company and The Chase Manhattan Bank, as
Guarantee Trustee, incorporated by reference to
Exhibit 4(n) to the Registration Statement.
99(E). Form of Indenture between the Company and The
Chase Manhattan Bank, as Trustee, incorporated by
reference to Exhibit 4(o) to the Registration
Statement.
99(F). Form of TARGETS (included in Exhibit 99(C)).
99(G). Form of Forward Contract (included in Exhibit
99 (E)).
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