SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 7, 1996
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Smith Barney Holdings Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12484 06-1274088
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, New York 10013
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(Address of principal executive offices) (Zip Code)
(212) 816-6000
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(Registrant's telephone number, including area code)
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SMITH BARNEY HOLDINGS INC.
Current Report on Form 8-K
Item 5. Other Events.
Smith Barney Holdings Inc. (the "Company") is offering for sale
to the public Smith Barney S&P 500 Equity Linked Notes due 2001 (the "Notes").
In connection with that offer, the Company is including in this Current Report
on Form 8-K the following information regarding legal proceedings, which
otherwise would be filed as part of the Company's Quarterly Report on Form 10-Q
for the second quarter of 1996.
In July 1996, a complaint seeking equitable relief was filed in
the U.S. District Court for the Southern District of New York by the U.S.
Department of Justice, naming twenty-four major brokerage firms, including the
Company's subsidiary Smith Barney Inc., as defendants. A proposed settlement has
been agreed to by the parties, subject to approval of the court. Pursuant to
this settlement, the defendants, without admitting any liability, would agree
not to engage in certain practices relating to the quoting of Nasdaq securities
and would further agree to implement a program to ensure compliance with federal
antitrust laws and with the terms of the settlement. No monetary fines or
penalties are imposed as part of the settlement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: August 7, 1996
SMITH BARNEY HOLDINGS INC.
By: /s/ Michael Yellin
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Michael Yellin
Vice President
