UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
--------------------
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
31769P100
(CUSIP Number)
Stephanie B. Mudick
General Counsel - Corporate Law
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
(212) 559-1000
(Name, address and telephone number of person
authorized to receive notices and communications)
May 10, 1999
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
- ------------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- ---------------------------------- ----------------------------
CUSIP No. 31769P100 Page 2 of 17 Pages
- ---------------------------------- ----------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Brothers Holding Company Inc
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF
-----------------------------------------------------
SHARES 8 SHARED VOTING POWER 8,060,060*
BENEFICIALLY
OWNED BY
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
-----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 8,060,060*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,060,000*
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%*
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- -------------------------------------------------------------------------------
* Includes shares of Common Stock (7,825,104) that the Reporting Person had
the right to acquire on May 15, 1999 upon settlement of US West DECS. An
affiliate of the Reporting Person, Salomon Smith Barney Holdings Inc., had an
obligation to deliver the same number of shares of Common Stock on May 15, 1999
upon settlement of Salomon Smith Barney Holdings Inc. DECS. 2,584,365 of such
shares were delivered to an affiliate of the Reporting Person.
<PAGE>
- ---------------------------------- ----------------------------
CUSIP No. 31769P100 Page 3 of 17 Pages
- ---------------------------------- ----------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Smith Barney Holdings Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF
-----------------------------------------------------
SHARES 8 SHARED VOTING POWER 8,262,370*
BENEFICIALLY
OWNED BY
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
-----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 8,262,370*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,262,370*
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.2%*
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
- -------------------------------------------------------------------------------
* Includes shares of Common Stock (7,825,104) that a direct subsidiary of the
Reporting Person, Salomon Brothers Holding Company Inc, had the right to acquire
on May 15, 1999 upon settlement of US West DECS. The Reporting Person had an
obligation to deliver the same number of shares of Common Stock on May 15, 1999
upon settlement of Salomon Smith Barney Holdings Inc. DECS. 2,584,365 of such
shares were delivered to an affiliate of the Reporting Person.
<PAGE>
- ---------------------------------- ----------------------------
CUSIP No. 31769P100 Page 4 of 17 Pages
- ---------------------------------- ----------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF
-----------------------------------------------------
SHARES 8 SHARED VOTING POWER 8,262,370*
BENEFICIALLY
OWNED BY
-----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
-----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 8,262,370*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,262,370*
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.2%*
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
- -------------------------------------------------------------------------------
* Includes shares of Common Stock (7,825,104) that an indirect subsidiary of the
Reporting Person, Salomon Brothers Holding Company Inc, had the right to acquire
on May 15, 1999 upon settlement of US West DECS. A direct subsidiary of the
Reporting Person, Salomon Smith Barney Holdings Inc., had an obligation to
deliver the same number of shares of Common Stock on May 15, 1999 upon
settlement of Salomon Smith Barney Holdings Inc. DECS. 2,584,365 of such shares
were delivered to an affiliate of the Reporting Person.
<PAGE>
Item 1. Security and Issuer.
--------------------
This statement on Schedule 13D is being filed with respect to shares of
Common Stock, $.01 par value each (the "Common Stock"), of Financial Security
Assurance Holdings Ltd., a New York corporation (the "Issuer"), which has its
principal executive office at 350 Park Avenue, New York, New York 10022.
Item 2. Identity and Background.
------------------------
This statement on Schedule 13D is being filed by Salomon Brothers
Holding Company Inc ("SBHC"), Salomon Smith Barney Holdings Inc. ("SSBH") and
Citigroup Inc. ("Citigroup") (together, the "Reporting Persons").
(a), (b), (c) and (f) SBHC, a Delaware corporation, is a swap dealer
that deals in swaps and certain OTC instruments, engages in lending and holds
certain investments. The address of its principal business office is 388
Greenwich Street, New York, NY 10013.
SSBH is a Delaware corporation and is the sole stockholder of SBHC. SSBH
engages in no direct activities. The address of its principal business office is
388 Greenwich Street, New York, NY 10013.
Citigroup is a Delaware corporation and is the sole stockholder of SSBH.
The principal executive offices of Citigroup are located, and the principal
business is conducted, at 153 East 53rd Street, New York, NY 10043. Citigroup is
a diversified holding company whose businesses provide a broad range of
financial services to consumer and corporate customers around the world.
Citigroup's activities are conducted through its Global Consumer, Global
Corporate and Investment Bank, Asset Management, and Investment Activities
segments. A joint filing agreement of the Reporting Persons is attached hereto
as Exhibit 1.
The names, citizenship, business addresses and principal occupations or
employments of each of the executive officers and directors of SBHC and
Citigroup are set forth in Annexes A and B, which are incorporated herein by
reference.
(d) and (e) During the last five years, none of the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any of the persons listed
in Annexes A or B hereto, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or have been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are subject to any material judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Page 5 of 17
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The source of funds for the purchases of the Common Stock and US West
DECS (as defined in Item 4 below) was working capital of SBHC and the other
Citigroup subsidiaries that purchased the subject securities.
Item 4. Purpose of Transaction.
-----------------------
Substantially all of the shares reported herein as beneficially owned by
the Reporting Persons were acquired in connection with the transactions
described in the second through fourth paragraphs of this Item 4. 437,266 shares
of Common Stock reported herein as beneficially owned by the Reporting Persons
were purchased by various indirect subsidiaries of Citigroup for investment
purposes, for third party accounts or by mutual funds managed by Citigroup's
subsidiaries.
In May 1996, US West, Inc. (now known as MediaOne Group, Inc. ("US
West")) issued to SBHC in a private placement 9,546,303 units of debt
exchangeable for common stock of the Issuer ("US West DECS"). The US West DECS
matured on May 15, 1999.
At the same time that US West issued the US West DECS to SBHC, SSBH
issued 9,546,303 units of debt exchangeable for common stock of the Issuer
("SSBH DECS") in a public offering registered under the Securities Act of 1933.
The terms and conditions of the SSBH DECS were substantially identical to those
of the US West DECS.
On May 10, 1999, pursuant to the terms of the US West DECS, SBHC
received the right to acquire 7,825,104 shares of Common Stock on May 15, 1999
upon maturity of the US West DECS. On that same date, SSBH became obligated to
deliver 7,825,104 shares of Common Stock on May 15, 1999 upon maturity of the
SSBH DECS. Of such shares, SSBH delivered 5,240,739 shares of Common Stock to
non-affiliates and the remaining 2,584,365 shares were delivered to Salomon
Smith Barney Inc., an indirect subsidiary of SSBH that held SSBH DECS on May 15.
The subsidiaries of Citigroup review their respective holdings of Issuer
securities on a continuing basis. Depending on such evaluations of the Issuer's
business and prospects, and upon future developments (including, but not limited
to, market prices of the Common Stock, and availability and alternative uses of
funds, as well as conditions in the securities markets and general economic and
industry conditions), each Citigroup subsidiary may acquire other securities of
the Issuer (except in contravention of Rule 13d-1(e)(2)) or sell all or a
portion of its Common Stock or other securities of the Issuer, now owned or
hereafter acquired. Except as otherwise described herein, the Reporting Persons,
and to the best knowledge of any of the Reporting Persons, any person identified
on Annexes A or B hereto, do not have any plans or proposals relating to or
which would result in any of the transactions described in Items 4 (a)-(j) of
Schedule 13D.
Page 6 of 17
<PAGE>
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) and (b) As of May 10, 1999, SBHC may be deemed to beneficially own
8,060,060 shares of Common Stock, which includes 7,825,104 shares that SBHC had
the right to acquire on May 15, 1999 upon settlement of the US West DECS,
representing 25.6% of the outstanding shares of such class (based on 31,533,781
shares of Common Stock outstanding as of April 30, 1999, as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999);
SSBH and Citigroup may each be deemed to beneficially own 8,262,370 shares of
Common Stock, which also includes the 7,825,104 shares that SBHC had the right
to acquire on May 15, 1999 upon settlement of the US West DECS, representing
26.2% of the outstanding shares of such class (based on 31,533,781 shares of
Common Stock outstanding as of April 30, 1999). In addition, 2,584,464 shares of
Common Stock have been borrowed by one or more of subsidiaries of Citigroup in
connection with short sale transactions incident to certain market-making
activities.
The Reporting Persons ceased to be the beneficial owners of more than
5% of the Common Stock upon settlement of the US West and SSBH DECS on May 15,
1999. According, this Schedule 13D is hereby terminated.
Except as set forth or incorporated by reference herein, none of the
Reporting Persons or, to the best knowledge of the Reporting Persons, the
persons listed in Annexes A and B hereto, beneficially own any Common Stock.
(c), (d) and (e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
------------------------------------------------------------------------
Securities of the Issuer.
-------------------------
None of Citigroup or, to the best knowledge of Citigroup, the persons
listed in Annex A or B hereto, has any contracts, arrangements, understandings
or relationships (legal or otherwise) with any person with respect to securities
of the Issuer.
Item 7. Material To Be Filed As Exhibits.
---------------------------------
1. Joint Filing Agreement, dated as of May 20, 1999, by and among SBHC,
SSBH and Citigroup.
Page 7 of 17
<PAGE>
ANNEXES
-------
A. Executive Officers and Directors of Salomon Brothers Holding Company Inc.
B. Executive Officers and Directors of Citigroup Inc.
Page 8 of 17
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 20, 1999
SALOMON BROTHERS HOLDING COMPANY INC
By:/s/ Howard M. Darmstadter
-------------------------
Name: Howard M. Darmstadter
Title: Assistant Secretary
SALOMON SMITH BARNEY HOLDINGS INC.
By:/s/ Howard M. Darmstadter
-------------------------
Name: Howard M. Darmstadter
Title: Assistant Secretary
CITIGROUP INC.
By:/s/ Marla Berman Lewitus
------------------------
Name: Marla Berman Lewitus
Title: Assistant Secretary
Page 9 of 17
<PAGE>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
-----------------------------------
SALOMON BROTHERS HOLDING COMPANY INC
------------------------------------
Name, Title and Citizenship Principal Occupation and Business Address
Michael A. Carpenter Co-Chief Executive Officer
Director, Chairman & Chief Global Corporate and Investment Bank
Executive Officer (USA) of Citigroup Inc.
388 Greenwich Street
New York, New York 10013
Deryck C. Maughan Vice Chairman
Director (Great Britain) Citigroup Inc.
153 East 53rd Street
New York, New York 10043
James S. Boshart, III Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10043
Thomas G. Maheras Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10043
Eduardo G. Mestre Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10043
Paul Underwood Vice Chairman
Vice Chairman (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10043
Charles W. Scharf Senior Executive Vice President &
Chief Financial Officer & Chief Financial Officer
Senior Executive Salomon Smith Barney Holdings Inc.
Vice President (USA) 388 Greenwich Street
New York, New York 10043
Page 10 of 17
<PAGE>
Robert Druskin Senior Executive Vice President & Chief
Chief Administrative Officer (USA) Administrative Officer
Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10043
Jay P. Mandelbaum Senior Executive Vice President
Executive Vice President (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10043
Joan Guggenheimer General Counsel
General Counsel & Secretary (USA) Global Corporate and Investment Bank
of Citigroup Inc.
388 Greenwich Street
New York, New York 10043
Michael J. Day Executive Vice President & Controller
Controller (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10043
Mark I. Kleinman Executive Vice President & Treasurer
Treasurer (USA) Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10043
Page 11 of 17
<PAGE>
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS OF
-----------------------------------
CITIGROUP INC.
--------------
Name, Title and Citizenship Principal Occupation and Business Address
C. Michael Armstrong Chairman & Chief Executive Officer
Director (USA) AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Alain J.P. Belda President & Chief Operations Officer
Director (Brazil) Aluminum Company of America (Alcoa)
201 Isabella Street, Room 6J12
Pittsburgh, Pennsylvania 15212-5858
Kenneth J. Bialkin Partner
Director (USA) Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Kenneth T. Derr Chairman & Chief Executive Officer
Director (USA) Chevron Corporation
575 Market Street
San Francisco, California 94105
John M. Deutch Institute Professor
Director (USA) Massachusetts Institute of Technology
77 Massachusetts Avenue, Room 6-208
Cambridge, Massachusetts 02139
Ann Dibble Jordan Consultant & Former Director of Social
Director (USA) Services,
The University of Chicago Medical Center
2904 Benton Place, NW
Washington, DC 20008
Reuben Mark Chairman & Chief Executive Officer
Director (USA) Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022-7499
Page 12 of 17
<PAGE>
Michael T. Masin Vice Chairman, President-International &
Director (USA) Director
GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Dudley C. Mecum Managing Director
Director (USA) Capricorn Management
30 East Elm Street
Greenwich, Connecticut 06830
Richard D. Parsons President
Director (USA) Time Warner, Inc.
75 Rockefeller Plaza, 29th Floor
New York, New York 10019
Andrall E. Pearson Chairman & Chief Executive Officer
Director (USA) Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
John S. Reed Chairman & Co-Chief Executive Officer
Director & Executive Officer (USA) Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Robert B. Shapiro Chairman & Chief Executive Officer
Director (USA) Monsanto Company
800 North Lindbergh Blvd.
Mail Zone D1S
St. Louis, Missouri 63167
Franklin A. Thomas Lawyer/Consultant & Former President,
Director (USA) The Ford Foundation
595 Madison Avenue, 33rd Floor
New York, New York 10022
Sanford I. Weill Chairman & Co-Chief Executive Officer
Director & Executive Officer (USA) Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Page 13 of 17
<PAGE>
Edgar S. Woolard, Jr. Former Chairman & Chief Executive Officer
Director (USA) E.I. du Pont de Nemours & Company
1007 Market Street
Wilmington, Delaware 19898
Arthur Zankel General Partner
Director (USA) First Manhattan Company
437 Madison Avenue
New York, New York 10022
The Honorable Gerald R. Ford Former President of the United States
Honorary Director (USA) Post Office Box 927
Rancho Mirage, California 92270
Michael A. Carpenter Co-Chief Executive Officer
Executive Officer (USA) Global Corporate and Investment Bank of
Citigroup Inc.
388 Greenwich Street
New York, New York 10013
Paul J. Collins Vice Chairman
Executive Officer (USA) Citigroup Inc.
` 153 East 53rd Street
New York, New York 10043
Edward D. Horowitz e-Citi
Executive Officer (USA) 153 East 53rd Street
New York, New York 10043
Thomas W. Jones Co-Chairman and Chief Executive Officer
Executive Officer (USA) SSB Citi Asset Management Group
388 Greenwich Street
New York, New York 10013
Robert I. Lipp Co-Chief Executive Officer
Executive Officer (USA) of Citigroup's Global Consumer Business
153 East 53rd Street
New York, New York 10043
Deryck C. Maughan Vice Chairman
Executive Officer (Great Britain) Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Page 14 of 17
<PAGE>
Victor J. Menezes Co-Chief Executive Officer,
Executive Officer (India) Global Corporate and Investment
Bank of Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Heidi G. Miller Chief Financial Officer
Executive Officer (USA) Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Charles O. Prince, III Co-General Counsel & Corporate Secretary
Executive Officer (USA) Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Mary Alice Taylor Global Operations and Technology
Executive Officer (USA) Citigroup Inc.
1 Court Square
Long Island City, New York 11120
Todd S. Thomson Strategy & Business Development
Executive Officer (USA) Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Marc P. Weill Citigroup Investments
Executive Officer (USA) 153 East 53rd Street
New York, New York 10043
Page 15 of 17
<PAGE>
EXHIBIT 1
EXHIBIT INDEX
Exhibit No. Document Page No.
- ----------- -------- --------
1. Joint Filing Agreement, dated as of Page 17 of 17
May 20, 1999, by and among SBHC,
SSBH and Citigroup.
Page 16 of 17
JOINT FILING AGREEMENT
This will confirm the agreement by and among all of the undersigned that
this Schedule 13D filed on or about this date with respect to the beneficial
ownership by the undersigned of Common Stock of Financial Security Assurance
Holdings Ltd. is being, and any and all amendments to such Schedule may be,
filed on behalf of each of the undersigned.
Date: May 20, 1999
SALOMON BROTHERS HOLDING COMPANY INC
By:/s/ Howard M. Darmstadter
-------------------------
Name: Howard M. Darmstadter
Title: Assistant Secretary
SALOMON SMITH BARNEY HOLDINGS INC.
By:/s/ Howard M. Darmstadter
-------------------------
Name: Howard M. Darmstadter
Title: Assistant Secretary
CITIGROUP INC.
By:/s/ Marla Berman Lewitus
------------------------
Name: Marla Berman Lewitus
Title: Assistant Secretary
Page 17 of 17
