<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
SMITH BARNEY HOLDINGS INC.
(Exact name of registrant as specified in its charter)
--------------------------
<TABLE>
<S> <C>
DELAWARE 06-1274088
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
</TABLE>
388 Greenwich Street
New York, NY 10013
(212) 816-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------------
A. GEORGE SAKS
Smith Barney Holdings Inc.
General Counsel
388 Greenwich Street
New York, NY 10013
(212) 816-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable and from time to time on or after the effective date of
this Registration Statement.
--------------------------
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 the 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. /X/
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(4)
<S> <C> <C> <C> <C>
Debt Securities(3)..................... $715,072,410 100% $715,072,410 $216,689
</TABLE>
(1) Or, if any securities are issued at original issue discount, such greater
amount as shall result in aggregate offering price of $715,072,410.
(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(o). Any offering of Securities denominated in any
foreign currency units will be treated as the equivalent in U.S. dollars
based on the exchange rate applicable to the purchase of such Securities
from the registrant.
(3) This registration statement also relates to offers and sales of Debt
Securities by Smith Barney Inc., an affiliate of the company, in
market-making transactions.
(4) Up to $284,927,590 principal amount of debt securities previously registered
pursuant to the Company's Registration Statement (No. 33-92706) and not
issued will be offered by the Prospectus contained in this Registration
Statement. A filing fee in the amount of $98,250 was previously paid in
connection with the filing of Registration Statement No. 33-92706.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------
Pursuant to Rule 429, the Prospectus contained in this Registration
Statement will also be used in connection with the offering of up to
$284,927,590 principal amount of the Debt Securities previously registered
pursuant to the Company's Registration Statement (File No. 33-92706) and not
issued. In the event any such previously registered Debt Securities are offered
prior to the effective date of this Registration Statement, they will not be
included in any Prospectus hereunder.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 13, 1996
PROSPECTUS
SMITH BARNEY HOLDINGS INC.
DEBT SECURITIES
---------------
Smith Barney Holdings Inc. (the "Company") may offer from time to time its
debt securities (the "Securities") at an aggregate initial offering price not
expected to exceed $1,000,000,000 (or the equivalent in foreign denominated
currencies or composite currencies, based on the applicable exchange rate at the
time of offering), on terms to be determined by the Company at the time of sale.
When a particular series of Securities is offered (the "Offered Securities"), a
supplement to this Prospectus (the "Prospectus Supplement") will be delivered
with this Prospectus setting forth with respect to such series: the specific
designation, aggregate principal amount, maturity, purchase price,
denominations, currency, rate (which may be fixed or variable) and time of
payment of any interest, any sinking fund, any terms of redemption at the option
of the Company or the holder, any listing on a securities exchange and any other
variable terms.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The Offered Securities sold by the Company will be sold directly, or through
agents designated from time to time, or through underwriters or dealers, which
may be a group of underwriters represented by one or more firms. If any agents
of the Company or any underwriters are involved in the sale by the Company of
Offered Securities, the names of such agents or underwriters and any applicable
fee, commission, purchase price or discount arrangements with them will be set
forth, or will be calculable from the information set forth, in the Prospectus
Supplement. The net proceeds to the Company from such sale will be set forth in
the Prospectus Supplement. The Company may also sell Offered Securities directly
to investors on its own behalf. This Prospectus, together with an appropriate
Prospectus Supplement, may also be used by Smith Barney Inc. ("Smith Barney"), a
subsidiary of the Company, in connection with offers and sales of the Offered
Securities in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale. Smith Barney may act as principal
or agent in such transactions.
, 1996
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR SMITH BARNEY. THIS
PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER
OF ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THE PROSPECTUS SUPPLEMENT
RELATES, OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS OF THE COMPANY
OR ITS SUBSIDIARIES SINCE THE DATE HEREOF.
FOR NORTH CAROLINA PURCHASERS: These securities have not been approved or
disapproved by the Commissioner of Insurance for the State of North Carolina,
nor has the Commissioner ruled upon the accuracy or adequacy of this Prospectus.
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied at
the public reference facilities maintained by the Commission at: Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549; Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and Seven World Trade Center,
New York, New York 10048. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a
site on the World Wide Web, the address of which is http://www.sec.gov, that
contains reports, proxy and information statements and other information
regarding issuers, such as the Company, that file electronically with the
Commission. Certain of the Company's debt securities are listed on the New York
Stock Exchange, Inc. (the "NYSE") and such reports and other information can
also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
------------------------
The Company has filed with the Commission Registration Statements on Form
S-3 under the Securities Act of 1933, as amended (the "Act") with respect to the
Securities. For further information with respect to the Company and the
Securities, reference is made to the Registration Statements and exhibits
thereto. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or document filed as an exhibit
to the Company's Registration Statements, each such statement being qualified in
all respects by such reference.
------------------------
IN CONNECTION WITH THE OFFERING OF CERTAIN OF THE SECURITIES, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICES OF SUCH OFFERED SECURITIES OR OTHER SECURITIES OF THE COMPANY
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference the following documents heretofore
filed with the Commission pursuant to the Exchange Act:
1. Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1995.
2
<PAGE>
2. Quarterly Reports of the Company on Form 10-Q for the fiscal quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996.
3. Current Reports of the Company on Form 8-K dated January 16, 1996,
January 25, 1996, April 15, 1996, July 15, 1996, August 7, 1996 (filed
August 7, 1996), August 7, 1996 (filed August 9, 1996), October 7, 1996,
October 14, 1996 and November 13, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the later of (i) the termination of the offering of Offered Securities hereby
and (ii) the date on which Smith Barney ceases offering and selling Offered
Securities pursuant to this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in an accompanying Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus except as
so modified or superseded.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
by reference in the Registration Statements of which this Prospectus forms a
part other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Requests should be directed to
Smith Barney Holdings Inc., 388 Greenwich Street, New York, New York 10013;
Attention: Treasurer; telephone (212) 816-6000.
3
<PAGE>
THE COMPANY
The Company provides investment banking, asset management, brokerage and
other financial services through its wholly owned subsidiaries. Its principal
operating subsidiary is Smith Barney, an investment banking, securities trading
and brokerage firm that traces its origins back to 1873. As of September 30,
1996, the Company employs approximately 10,430 financial consultants operating
out of approximately 450 branch offices.
The Company is an investment banking and securities trading and brokerage
firm serving United States and foreign corporations, governments and
institutional and individual investors. Its businesses include securities,
options and commodities brokerage for domestic and international institutional
and individual clients; underwriting and distribution of securities; arranging
for the private placement of securities; assisting in mergers and acquisitions
and providing financial advisory services; market making and trading in
corporate debt and equity, United States government and agency, mortgage-related
and municipal securities and foreign exchange, futures and forward contracts;
consumer financing activities; securities lending activities; investment
management and advisory services; securities research, and other activities.
The Company's investment banking services include the underwriting of debt
and equity issues for United States and foreign corporations and for state,
local and other governmental and government sponsored authorities. Frequently,
the Company acts as managing underwriter in corporate and public securities
offerings. The Company also acts as a private placement agent for various
clients and as such helps to place securities for clients with large
institutions and other eligible investors. The Company also provides financial
advice to investment banking clients on a wide variety of transactions including
securities offerings, mergers and acquisitions and corporate restructurings.
The Company provides discretionary and non-discretionary asset management
and consulting services to a wide array of mutual funds and institutional and
individual investors, with respect to domestic and foreign equity and debt
securities, municipal bonds, money market instruments, and related options and
futures contracts. The Company typically receives ongoing fees from its asset
management and consulting clients, generally stated as a percentage of the
client's assets with respect to which the Company's services are rendered. At
September 30, 1996, such client assets in the aggregate exceeded $105 billion.
The Company is a wholly owned subsidiary of Travelers Group Inc. ("Travelers
Group"), a financial services holding company engaged, through its subsidiaries,
principally in four business segments: (i) Investment Services (through the
Company); (ii) Consumer Finance Services; (iii) Life Insurance Services; and
(iv) Property & Casualty Insurance Services. The periodic reports of Travelers
Group provide additional business and financial information concerning that
company and its consolidated subsidiaries.
The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013, telephone (212) 816-6000. The Company was incorporated
in Delaware in 1989.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE
MONTHS YEAR ENDED DECEMBER 31,
ENDED ----------------------------
9/30/96 1995 1994 1993 1992 1991
------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of
earnings to
fixed
charges...... 1.95 1.71 1.81 2.68 2.06 1.69
</TABLE>
The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges. For the
purpose of this ratio, fixed charges consist of interest expense and that
portion of rentals deemed representative of the appropriate interest factor.
4
<PAGE>
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement with
respect to the proceeds from the sale of any particular Offered Securities, the
Company intends to apply the net proceeds from the sale of Offered Securities
for general corporate purposes, which may include capital contributions to
subsidiaries of the Company and/or the reduction or refinancing of borrowings of
the Company or its subsidiaries. In order to fund its investment brokerage
business, the Company expects to incur additional indebtedness in the future.
DESCRIPTION OF SECURITIES
The following description of the terms of the Securities sets forth certain
general terms and provisions of the Securities to which any Prospectus
Supplement may relate. The particular terms of the Securities offered by any
Prospectus Supplement (the "Offered Securities") and the extent, if any, to
which such general provisions may apply to the Securities so offered will be
described in the Prospectus Supplement relating to such Securities.
The Securities will be issued under an indenture, between the Company and a
trustee, that has been or will be filed as an exhibit to or incorporated by
reference in the Registration Statements of which this Prospectus forms a part.
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Securities will be issued under an Indenture dated as of May 15, 1993, between
the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented by
the First Supplemental Indenture dated as of September 1, 1993, between the
Company and the Trustee and the Second Supplemental Indenture dated as of
December 12, 1996, between the Company and the Trustee (the indenture as so
supplemented is hereinafter referred to as the "Indenture"). The following
summary of certain provisions of the Indenture does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the Indenture,
a copy of which has been incorporated by reference or filed as an exhibit to the
Registration Statements of which this Prospectus forms a part. Capitalized terms
used and not otherwise defined in this section shall have the meanings assigned
to them in the Indenture. Parenthetical section references refer to sections of
the Indenture.
GENERAL
The Securities will be unsecured general obligations of the Company. As a
holding company, the Company's sources of funds are derived principally from
advances and dividends from subsidiaries, certain of which are subject to
regulatory considerations, and from sales of assets and investments. The
Indenture provides that the Securities and other unsecured debt securities of
the Company, without limitation as to aggregate principal amount, may be issued
in one or more series, and a single series may be issued at various times, with
different maturity dates and different interest rates, in each case as
authorized from time to time by the Company. One or more series of the
Securities may be issued with the same or various maturities at par or at a
discount.
Reference is made to the Prospectus Supplement relating to a particular
series of Securities for the following terms, where applicable, of the Offered
Securities:
(1) the designation of the Offered Securities;
(2) any limit on the aggregate principal amount of the Offered
Securities and, if applicable, the method for determining the amount of
principal payable at maturity;
(3) the date or dates on which the principal of, and premium, if any, on
the Offered Securities shall be payable, or the method by which such date or
dates shall be determined;
(4) the rate or rates (which may be fixed or variable) at which the
Offered Securities shall bear interest, if any, the date or dates from which
any such interest shall accrue, or the method by which
5
<PAGE>
such rate or rates shall be determined, the Interest Payment Dates on which
such interest shall be payable and the Regular Record Date for the interest
payable on any Interest Payment Date;
(5) the place or places where the principal of, premium, if any, and
interest on the Offered Securities shall be payable;
(6) if applicable, the period or periods within which or the date or
dates on which, the price or prices at which and the terms and conditions
upon which the Offered Securities may be redeemed, in whole or in part, at
the option of the Company;
(7) the obligation, if any, of the Company to redeem or purchase the
Offered Securities pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which the
Offered Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;
(8) any special provisions relating to the issuance of any Bearer
Securities of any series;
(9) if other than Dollars, the currency of denomination of the Offered
Securities, and the currency or currencies in which payment of the principal
of, premium, if any, and interest on the Offered Securities will be made;
(10) any deletions from, modifications of or additions to the Events of
Default or covenants of the Company set forth in the Indenture pertaining to
the Offered Securities;
(11) the form of the Offered Securities and Coupons, if any, and if the
Offered Securities are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of such series) only
upon receipt of certain certificates or other documents or satisfaction of
other conditions, the form and/or terms of such certificates, documents or
conditions;
(12) whether the Offered Securities shall be issued in whole or in part
in global form, including Book-Entry Securities, and the Depositary for such
Global Securities; and
(13) any other terms of the Offered Securities not inconsistent with the
provisions of the Indenture (SECTION 301).
Under the Indenture, the Company may authorize the issuance and provide the
terms of a series of Securities pursuant to a supplemental indenture or pursuant
to a resolution of its Board of Directors, any duly authorized committee of the
Board or any committee of officers or other representatives of the Company duly
authorized by the Board of Directors for such purpose. The provisions of the
Indenture provide the Company with the ability, in addition to the ability to
issue Securities with terms different from those of Securities previously
issued, to "reopen" a previous issue of a series of Securities and to issue
additional Securities of such series.
The Securities will be issuable as Registered Securities, as Bearer
Securities or both. Securities of a series may be issuable in the form of one or
more Global Securities, as described below under "Global Securities." Unless
otherwise provided in the Prospectus Supplement accompanying this Prospectus,
Registered Securities denominated in United States dollars will be issued only
in denominations of $1,000 or any integral multiple thereof, and Bearer
Securities denominated in United States dollars will be issued only in
denominations of $5,000 or any integral multiple thereof (SECTION 302). The
Prospectus Supplement relating to Offered Securities denominated in a foreign or
composite currency will specify the denomination thereof (SECTION 302).
DENOMINATIONS, REGISTRATION AND TRANSFER
At the option of the Holder upon request confirmed in writing, and subject
to the terms of the Indenture, Bearer Securities (with all unmatured Coupons,
except as provided below) of any series will be exchangeable into an equal
aggregate principal amount of Registered Securities or Bearer Securities of the
6
<PAGE>
same series (with the same interest rate and maturity date), and Registered
Securities of any series will be exchangeable into an equal aggregate principal
amount of Registered Securities of the same series (with the same interest rate
and maturity date) of different authorized denominations. If a Holder surrenders
Bearer Securities in exchange for Registered Securities between a Regular Record
Date or, in certain circumstances, a Special Record Date, and the relevant
Interest Payment Date, such Holder will not be required to surrender the Coupon
relating to such interest payment date. Registered Securities may not be
exchanged for Bearer Securities (SECTION 305).
Securities may be presented for exchange, and Registered Securities (other
than a Global Security) may be presented for registration of transfer, at the
office of any transfer agent or at the office of the Security Registrar. No
service charge will be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. All Registered
Securities presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) be duly endorsed by, or
accompanied by a written instrument of transfer in a form satisfactory to the
Company and the Security Registrar duly executed by, the Holder or his attorney
duly authorized in writing (SECTION 305). Bearer Securities will be transferable
by delivery.
Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. If the Offered Securities are Original Issue Discount
Securities, the special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto. As defined in the Indenture, "Original Issue Discount Security" means
any security which provides for an amount less than the principal amount thereof
to be due and payable upon a declaration of acceleration of the Maturity thereof
upon the occurrence of an Event of Default and the continuation thereof
(SECTIONS 101 AND 502).
PAYMENT AND PAYING AGENTS
Payment of principal of and premium, if any, on Registered Securities (other
than a Global Security) will be made in the designated currency against
surrender of such Securities at the principal corporate trust office of the
Trustee in The City of New York. Unless otherwise indicated in the Prospectus
Supplement, payment of any installment of interest on Registered Securities will
be made to the person in whose name such Security is registered at the close of
business on the Regular Record Date for such interest. Unless otherwise
indicated in the Prospectus Supplement, payments of such interest will be made
at the principal corporate trust office of the Trustee in The City of New York,
or by a check mailed to the Holder at such Holder's registered address (SECTIONS
307 AND 901).
Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency and in the manner designated in the
Prospectus Supplement, subject to any applicable laws and regulations, at such
paying agencies outside the United States as the Company may appoint from time
to time. The paying agents outside the United States initially appointed by the
Company for a series of Securities will be named in the Prospectus Supplement.
The Company may terminate the appointment of any of the paying agents from time
to time, except that the Company will maintain at least one paying agent in The
City of New York for payments with respect to Registered Securities and such
other paying agents as shall be required (SECTION 902).
All moneys paid by the Company to a paying agent for the payment of
principal of or premium, if any, or interest on any Security that remain
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company together with
interest accrued thereon, if any, and the Holder of such Security or any Coupon
appertaining thereto will thereafter look only to the Company for payment
thereof (SECTION 903).
7
<PAGE>
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
depository identified in the Prospectus Supplement relating to such series
(SECTION 301 AND 303).
The specific terms of the depository arrangement with respect to a series of
Offered Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise indicated in any accompanying Prospectus
Supplement, the following provisions will apply to any depository arrangements.
Global Securities will be deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of DTC or its nominee. Except
as set forth below or in an accompanying Prospectus Supplement, Global
Securities may not be transferred except as a whole by DTC to a nominee of DTC
or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee
to a successor of DTC or a nominee of such successor.
DTC has advised the Company that it 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 for persons that have accounts
with DTC ("participants") and facilitates the settlement among participants of
securities transactions through electronic computerized book-entry changes in
participants' accounts, thereby eliminating the need for physical movement of
securities certificates. DTC's participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations, some of which (and/or their representatives) own DTC. Access to
DTC's book-entry 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 participant, either directly or indirectly.
Upon the issuance by the Company of a Global Security, DTC will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to the accounts of
participants. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in Global Securities will be shown on, and the
transfer of such interests will be effected only through, records maintained by
DTC or its nominee (with respect to beneficial interests of participants) or by
participants or persons that may hold interests through participants (with
respect to beneficial interests of beneficial ownership). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in certificated form. Such limits and such laws may impair
the ability to transfer beneficial interests in Global Securities.
So long as DTC or its nominee is the registered owner of the Global
Securities, DTC or its nominee, as the case may be, will be considered the sole
owner or holder of the Securities represented by such Global Securities for all
purposes under the Indenture. Except as provided in an accompanying Prospectus
Supplement, owners of beneficial interests in Global Securities will not be
entitled to have Securities represented by such Global Securities registered in
their names, will not receive or be entitled to receive physical delivery of
such Securities in certificated form and will not be considered the owners or
holders thereof under the Indenture.
COVENANTS
LIMITATIONS ON LIENS. The Company has agreed that it will not, and will not
permit any Subsidiary to, incur, issue, assume or guarantee any Indebtedness if
such Indebtedness is secured by a pledge of, lien on, or security interest in
any shares of Voting Stock of any Significant Subsidiary, whether such Voting
Stock is now owned or is hereafter acquired, without providing that each series
of Securities issued under the
8
<PAGE>
Indenture (together with, if the Company shall so determine, any other
indebtedness or obligations of the Company or any Subsidiary ranking equally
with such Securities and then existing or thereafter created) shall be secured
equally and ratably with such Indebtedness. The foregoing limitation shall not
apply to indebtedness secured by a pledge of, lien on or security interest in
any shares of Voting Stock of any corporation at the time it becomes a
Significant Subsidiary (SECTION 905).
LIMITATIONS ON MERGERS AND SALES OF ASSETS. The Company may not consolidate
or merge with or into any other corporation or sell, lease, transfer or
otherwise dispose of all or substantially all its assets to another Person
unless (a) the successor Person (if other than the Company) is organized and
existing under the laws of the United States of America or a State thereof or
the District of Columbia and assumes payment of the principal of and interest on
the Securities and the performance and the observance of the Indenture and (b)
such successor Person (or the Company) shall not, immediately after such merger
or consolidation, be in default in the performance of any covenant or condition
of the Indenture (SECTION 701).
LIMITATION ON INDEBTEDNESS OF A SUBSIDIARY. As of September 1, 1993, the
First Supplemental Indenture, among other things, added a covenant of the
Company to the effect that for so long as any Securities are Outstanding, the
Company will not permit Smith Barney (Delaware) Inc. (formerly Smith Barney
Inc.), one of its Subsidiaries, to incur or suffer to exist any Indebtedness
(SECTION 908).
CERTAIN DEFINITIONS. The term "Indebtedness" means any and all obligations
of a corporation for money borrowed which in accordance with generally accepted
accounting principles would be reflected on the balance sheet of such
corporation as a liability on the date as of which Indebtedness is to be
determined. The term "Significant Subsidiary" means a Subsidiary, including its
Subsidiaries, which meets any of the following conditions: (a) the Company's and
its other Subsidiaries' investments in and advances to the Subsidiary exceed 10
percent of the total assets of the Company and its Subsidiaries consolidated as
of the end of the most recently completed fiscal year; (b) the Company's and its
other Subsidiaries' proportionate share of the total assets (after intercompany
eliminations) of the Subsidiary exceeds 10 percent of the total assets of the
Company and its Subsidiaries consolidated as of the end of the most recently
completed fiscal year; or (c) the Company's and its other Subsidiaries' equity
in the income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principles of the
Subsidiary exceeds 10 percent of such income of the Company and its Subsidiaries
consolidated for the most recently completed fiscal year. The term "Subsidiary"
means a corporation more than 50% 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. The term
"Voting Stock" means capital stock the holders of which have general voting
power under ordinary circumstances to elect at least a majority of the board of
directors of a corporation, provided that, for the purposes of such definition,
capital stock which carries only the right to vote conditioned on the happening
of an event shall not be considered voting stock whether or not such event shall
have happened (SECTIONS 101 AND 905).
The use of the term "all or substantially all" in Indenture provisions such
as the covenant regarding the limitations on mergers and sales of assets has not
been interpreted under New York law (which is the governing law of the
Indenture) to represent a specific quantitative test. Accordingly, there may be
a degree of uncertainty in ascertaining whether a particular transaction would
involve a disposition of "all or substantially all" of the assets of a person,
which uncertainty should be considered by prospective purchasers of Offered
Securities.
MODIFICATION AND WAIVER OF THE INDENTURE
Modifications and amendments to the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series affected thereby; PROVIDED, HOWEVER,
that no such modification or amendment may, without the consent of
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<PAGE>
the Holder of each Outstanding Security affected thereby, (a) change the stated
maturity date of the principal of, or any installment of principal of or
interest on, any Security issued under the Indenture, (b) reduce the principal
amount of, or the premium, if any, or interest, if any, on, any Security, (c)
reduce the amount of principal of any Original Issue Discount Security payable
upon acceleration of the Maturity thereof, (d) change the coin or currency in
which any Securities or premium, if any, or interest, if any, thereon is
payable, or (e) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults (SECTION
802).
Modifications and amendments of the Indenture may be made by the Company and
the Trustee without the consent of any Holder to evidence a successor to the
Company, to add to the Company's covenants or Events of Default, to permit or
facilitate Securities to be issued by book-entry or in bearer form or relating
to the place of payment thereof, to provide for a successor trustee, to
establish forms or terms of Securities, to change or eliminate any provision not
adversely affecting any interests of Holders of Outstanding Securities in any
material respect or to cure any ambiguity or inconsistency (SECTION 801).
The Holders of a majority in principal amount of the Outstanding Securities
of any series may on behalf of the Holders of all Securities of that series
waive, insofar as that series is concerned, compliance by the Company with
certain restrictive provisions of the Indenture (SECTION 906). The Holders of a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all Securities of that series waive any past default
under the Indenture with respect to Securities of that series, except a default
in the payment of the principal of, or premium, if any, or interest, if any, on,
any Security of that series or in respect of any provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Security of that series affected (SECTION 511).
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
Securities of any series: (a) failure to pay principal of or premium, if any, on
any Security of that series at its Maturity; (b) failure to pay any interest on
any Security of that series when due, continued for 30 days; (c) failure to
deposit any sinking fund payment, when due, in respect of any Security of that
series; (d) any other defaults in the performance, or breach, of any covenant of
the Company in the Indenture, continued for 60 days after written notice of such
default or breach from the Trustee or the Holders of at least 25% in principal
amount of the Outstanding Securities of that series; (e) the occurrence of a
default in payment of any debt that results from borrowing in excess of
$50,000,000, or any interest thereon, for a period longer than the specified
period of grace, which default shall have resulted in acceleration of the
maturity of such debt without such acceleration having been rescinded after due
notice in writing to the Company of such default by the Trustee or by such
notice to the Company and the Trustee by Holders of at least 10% of the
principal amount of the Outstanding Securities of that series; (f) certain
events of bankruptcy, insolvency or reorganization; and (g) any other Event of
Default provided with respect to Securities of that series (SECTION 501).
In accordance with applicable provisions of the Trust Indenture Act of 1939,
as amended (the "TIA"), the Trustee is required to give the Holders notice of
all defaults known to the Trustee within 90 days after the occurrence thereof,
in the manner and to the extent provided by the TIA. The TIA further provides
that except in the case of default in the payment of the principal of or
interest on any indenture security, or in the payment of any sinking fund or
purchase fund installment, the Trustee shall not be required to give such notice
if it determines that withholding the notice is in the interests of the
indenture security holders.
If an Event of Default with respect to Outstanding Securities of any series
shall occur and be continuing, either the Trustee or the Holders of at least 25%
in principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original
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<PAGE>
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all Securities of that series to be
due and payable immediately. However, at any time after a declaration of
acceleration with respect to Securities of any series has been made, but before
a judgment or decree based on such acceleration has been obtained, the Holders
of a majority in principal amount of Outstanding Securities of that series may,
under certain circumstances, rescind and annul such acceleration (SECTION 502).
For information as to waiver of defaults, see "Modification of the Indenture,"
above. Reference is made to the Prospectus Supplement relating to each series of
Offered Securities that are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture provides that, subject to the provisions of the TIA, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to the Trustee reasonable indemnity (SECTION
601). Subject to such provisions for indemnification of the Trustee, the Holders
of a majority in principal amount of the Outstanding Securities of any series
will 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 that series
(SECTION 510).
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance (SECTION 907).
DEFEASANCE
The Indenture provides that, if specified with respect to the Securities of
a particular series, the Company (a) shall be discharged from its obligations in
respect of the Securities of such series ("defeasance and discharge"), or (b)
may cease to comply with the restrictive covenants ("covenant defeasance") in
Article Seven (Consolidation, Merger or Sale), Section 905 (Limitations on
Liens) and Section 908 (Limitation on Indebtedness of Smith Barney (Delaware)
Inc. (formerly Smith Barney Inc.)), and any such omission shall not be an Event
of Default with respect to the Securities of such series, in each case at any
time prior to the Stated Maturity or redemption thereof, when the Company has
irrevocably deposited with the Trustee, in trust, (i) sufficient funds in the
currency or currency unit in which the Securities are denominated to pay the
principal of (and premium, if any), and interest to Stated Maturity (or
redemption) on, the Securities of such series, or (ii) such amount of direct
obligations of, or obligations the principal of and interest on which are fully
guaranteed by, the government which issued the currency in which the Securities
are denominated, and which are not subject to prepayment, redemption or call, as
will, together with the predetermined and certain income to accrue thereon
without consideration of any reinvestment thereof, be sufficient to pay when due
the principal of (and premium, if any), and interest to Stated Maturity (or
redemption) on, the Securities of such series. Such defeasance and discharge and
covenant defeasance are conditioned upon the Company's delivery of an opinion of
counsel that the Holders of the Securities of such series will have no federal
income tax consequences as a result of such deposit, and will be taxed in the
same manner as if no defeasance and discharge or covenant defeasance, as the
case may be, had occurred. Upon such defeasance and discharge, the Holders of
the Securities of such series shall no longer be entitled to the benefits of the
Indenture, except for the purposes of registration of transfer and exchange of
the Securities of such series and replacement of lost, stolen or mutilated
Securities and shall look only to such deposited funds or obligations for
payment (SECTION 403).
CONCERNING THE TRUSTEE
Citibank, N.A. is the Trustee under the Indenture. The Company and its
affiliates have and may from time to time in the future have banking
relationships with the Trustee in the ordinary course of business.
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<PAGE>
PLAN OF DISTRIBUTION
The Company may offer the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly; (iii) through agents; or (iv)
through a combination of any such methods of sale. The Prospectus Supplement
with respect to an offering of Offered Securities will set forth the terms of
such offering, including the name or names of any underwriters, the purchase
price of the Offered Securities and the proceeds to the Company from such sale,
any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
such Offered Securities may be listed.
If underwriters are used in an offering of Securities, such Securities will
be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale. The Securities may be either offered to the public through underwriting
syndicates represented by one or more managing underwriters or by underwriters
without a syndicate. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase Offered Securities will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all such Offered Securities if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
Offered Securities also may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Securities in respect of which this Prospectus is
delivered will be named, and the terms of any such agency (including any
commissions payable by the Company to such agent) will be set forth, in the
applicable Prospectus Supplement. Unless otherwise indicated in such Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.
As one of the means of direct issuance of Offered Securities, the Company
may utilize the services of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the Offered Securities among potential
purchasers who are eligible to participate in the auction or offering of such
Offered Securities, if so described in the applicable Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
The anticipated date of delivery of Offered Securities will be as set forth
in the Prospectus Supplement relating to the offering of such Securities.
This Prospectus together with an applicable Prospectus Supplement may also
be used by Smith Barney, a subsidiary of the Company, in connection with offers
and sales of the Securities in market-making transactions at negotiated prices
related to prevailing market prices at the time of sale. Smith Barney may act as
principal or agent in such transactions. Smith Barney has no obligation to make
a market in any of the Securities and may discontinue any market-making
activities at any time without notice, at its sole discretion. The Securities
issued hereunder will be new issues of securities with no established trading
market, and no assurance can be made as to the existence or liquidity of a
trading market for such Securities.
Smith Barney, a member of the National Association of Securities Dealers,
Inc. (the "NASD") and an affiliate of the Company, may participate in
distributions of the Offered Securities. Accordingly, the offerings of Offered
Securities will conform with the requirements of Rule 2720 of the Conduct Rules
of the NASD regarding a NASD member firm's underwriting of securities of an
affiliate.
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Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Act. Underwriters, dealers and
agents may engage in transactions with, or perform services for, the Company and
affiliates of the Company.
ERISA MATTERS
By virtue of the Company's affiliation with certain of its subsidiaries and
certain subsidiaries of Travelers Group, including insurance company
subsidiaries and Smith Barney, that provide services to many employee benefit
plans, including investment advisory and asset management activities, the
Company, Travelers Group and any direct or indirect subsidiary of either of them
may each be considered a "party in interest" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and a
"disqualified person" under corresponding provisions of the Internal Revenue
Code of 1986 (the "Code"), with respect to many employee benefit plans.
"Prohibited transactions" within the meaning of ERISA and the Code may result if
the Securities are acquired by an employee benefit plan with respect to which
the Company, Travelers Group or any direct or indirect subsidiary of either is a
party in interest, unless such Securities are acquired pursuant to an applicable
exemption. Any employee benefit plan or other entity subject to such provisions
of ERISA or the Code proposing to acquire the Securities should consult with its
legal counsel.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by A. George Saks, Esq., General Counsel of the Company, Smith Barney Holdings
Inc., 388 Greenwich Street, New York, New York 10013, or by counsel to be
identified in the Prospectus Supplement. Mr. Saks, Executive Vice President,
General Counsel and Secretary of Smith Barney, beneficially owns, or has rights
to acquire under Travelers Group's employee benefit plans, an aggregate of less
than 1% of Travelers Group Common Stock.
The validity of the Offered Securities will be passed upon for the
underwriters or agents by counsel to be identified in the Prospectus Supplement.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995, included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, have been incorporated
by reference herein, in reliance upon the report (also incorporated by reference
herein) of Coopers & Lybrand L.L.P., independent accountants, and upon the
authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee............................................ $ 216,689
NASD registration fee........................................... 30,500
Blue Sky fees and expenses...................................... 5,000
Printing........................................................ 150,000
Legal fees and expenses......................................... 50,000
Fees of Independent Auditors.................................... 75,000
Fees of rating agencies......................................... 550,000
Fee of Indenture Trustee........................................ 30,000
Miscellaneous expenses.......................................... 2,811
---------
Total expenses.............................................. $1,110,000
---------
---------
</TABLE>
Except for the SEC and NASD registration fees, all of the foregoing are
estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") empowers a corporation to indemnify any 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 corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, 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 corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any 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 corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, 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 corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery 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 the Court of Chancery or such
other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on
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behalf of a director or officer of the corporation 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 corporation would have the power to
indemnify him against such liabilities under Section 145. Article IX of the
Company's Restated By-laws provides that the Company 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 Company or serves or served any other enterprise as a
director, officer or employee at the request of the Company or any subsidiary of
the Company.
Travelers Group Inc. also provides liability insurance for its directors and
officers and the directors and officers of its subsidiaries, including the
Company and Smith Barney. This insurance provides for coverage against loss from
claims made against directors and officers in their capacity as such, including,
subject to certain exceptions, liabilities under the Federal securities laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article FIFTH of the
Company's Restated Certificate of Incorporation limits the liability of
directors to the fullest extent permitted by the DGCL.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
1.01 Form of Underwriting Agreement Basic Provisions, incorporated by reference to Exhibit 1.01 to the
Company's Registration Statement on Form S-3 (File No. 33-70340) (the "Registration Statement").
4.01 Indenture, dated as of May 15, 1993, between the Company and Citibank, N.A., as Trustee (the "Trustee"),
incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 (File No.
33-78010).
4.02 First Supplemental Indenture, dated as of September 1, 1993, between the Company and the Trustee,
incorporated by reference to Exhibit 4.02 to the Registration Statement.
4.03 Second Supplemental Indenture, dated as of December 12, 1996, between the Company and the Trustee.
5.01 Opinion of A. George Saks, General Counsel of the Company, as to the legality of securities being
registered.
12.01 Computation of ratio of earnings to fixed charges, incorporated by reference to Exhibit 12.01 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (File No. 1-12484) and
to Exhibit 12.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1996 (File No. 1-12484).
23.01 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.02 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company.
25.01 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Citibank, N.A., Trustee.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) 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.
(5) That, for purposes of determining any liability under the Securities
Act of 1933, 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 registrant 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.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of its 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, this 13th day of
December, 1996.
SMITH BARNEY HOLDINGS INC.
(Registrant)
By: /s/ JAMES DIMON
-----------------------------------------
James Dimon
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 13th day of December, 1996.
SIGNATURE TITLE
- ------------------------------ ---------------------------
Chairman of the Board,
/s/ JAMES DIMON Chief Executive Officer
- ------------------------------ (Principal Executive
James Dimon Officer) and Director
Vice President and Chief
/s/ CHARLES W. SCHARF Financial Officer
- ------------------------------ (Principal Financial
Charles W. Scharf Officer)
/s/ MICHAEL J. DAY Vice President and
- ------------------------------ Controller (Principal
Michael J. Day Accounting Officer)
* Director
- ------------------------------
Steven D. Black
* Director
- ------------------------------
James S. Boshart, III
* Director
- ------------------------------
Robert A. Case
* Director
- ------------------------------
Robert Druskin
Director
- ------------------------------
Robert H. Lessin
* Director
- ------------------------------
William J. Mills, II
II-4
<PAGE>
SIGNATURE TITLE
- ------------------------------ ---------------------------
* Director
- ------------------------------
Michael B. Panitch
* Director
- ------------------------------
Paul Underwood
*By: /s/ JAMES DIMON
-------------------------
James Dimon
ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT FILING
NUMBER DESCRIPTION METHOD
- --------- ------------------------------------------------------------------------------------------ ------------
<C> <S> <C>
1.01 Form of Underwriting Agreement Basic Provisions, incorporated by reference to Exhibit 1.01
to the Company's Registration Statement on Form S-3 (File No. 33-70340) (the "Registration
Statement").
4.01 Indenture, dated as of May 15, 1993, between the Company and Citibank, N.A., as Trustee
(the "Trustee"), incorporated by reference to Exhibit 4.01 to the Company's Registration
Statement on Form S-3 (File No. 33-78010).
4.02 First Supplemental Indenture, dated as of September 1, 1993, between the Company and the
Trustee, incorporated by reference to Exhibit 4.02 to the Registration Statement.
4.03 Second Supplemental Indenture, dated as of December 12, 1996, between the Company and the Electronic
Trustee.
5.01 Opinion of A. George Saks, General Counsel of the Company, as to the legality of Electronic
securities being registered.
12.01 Computation of ratio of earnings to fixed charges, incorporated by reference to Exhibit
12.01 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995 (File No. 1-12484) and to Exhibit 12.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1996 (File No. 1-12484).
23.01 Consent of Coopers & Lybrand L.L.P., Independent Accountants. Electronic
23.02 Consent of Counsel (included in Exhibit 5.01).
24.01 Powers of Attorney of certain directors of the Company. Electronic
25.01 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Citibank, N.A., Electronic
Trustee.
</TABLE>
<PAGE>
SECOND SUPPLEMENTAL INDENTURE
-----------------------------
This SECOND SUPPLEMENTAL INDENTURE dated as of December 12, 1996 is
executed by and between Smith Barney Holdings Inc., a corporation duly organized
and existing under the laws of the State of Delaware (the "Company"), and
CITIBANK, N.A., a national banking association duly organized and existing under
the laws of the United States, as Trustee under the Indenture referred to below
(the "Trustee").
WHEREAS, the Company and the Trustee are parties to the Indenture
dated as of May 15, 1993, as supplemented by the First Supplemental Indenture
dated as of September 1, 1993 (as so supplemented the "Indenture");
WHEREAS, Section 801(10) of the Indenture provides that, without the
consent of any Holders, the Company when authorized by a Board Resolution, and
the Trustee may enter into an indenture supplemental to the Indenture to make
any provision with respect to matters arising under the Indenture, provided that
such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect;
WHEREAS, the Company has authorized the execution and delivery of this
Supplemental Indenture; and
WHEREAS, all other conditions precedent to the execution and delivery
of this First Supplemental Indenture have been satisfied.
NOW THEREFORE, the parties agree as follows:
1. Section 301(2) of the Indenture is hereby amended by adding at the end
thereof, immediately before the semicolon the following:
"and, if applicable, the method for determining the amount of
principal payable at maturity".
2. The Indenture as amended by this Second Supplemental Indenture, in all
respects, is ratified and confirmed and the Indenture as so amended
shall be read, taken and construed as one and the same instrument.
This Second Supplemental Indenture shall become effective upon
execution and delivery hereof by the parties hereto. This Second
Supplemental Indenture may be executed in any number of counterparts,
each of which counterparts together shall constitute one and the same
instrument. All capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
<PAGE>
3. The Trustee accepts the modification of the Indenture effected by this
Second Supplemental Indenture upon the terms and conditions set forth
in the Indenture. Without limiting the generality of the foregoing,
the Trustee assumes no responsibility for the accuracy of the recitals
contained herein, which recitals shall be taken as the statements of
the Company.
4. This Second Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned have signed this Second
Supplemental Indenture as of the date first above written.
[Seal]
Attest:
SMITH BARNEY HOLDINGS INC.
/s/ Shelley J. Dropkin
- ----------------------
Name: Shelley J. Dropkin
Title: Assistant Secretary
By /s/ Michael S. Yellin
---------------------------
Name: Michael S. Yellin
Title: Vice President and
Treasurer
[Seal]
Attest:
CITIBANK, N.A., as Trustee
/s/ P. DeFelice
- -----------------------
Name: P. DeFelice
Title: Vice President
By /s/ Carol Ng
----------------------------
Name: Carol Ng
Title: Vice President
<PAGE>
December 13, 1996
Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
I am General Counsel of Smith Barney Holdings Inc., a Delaware corporation
(the "Company"). I refer to the proposed registration by the Company under the
Securities Act of 1933, as amended (the "Act") of $1,000,000 aggregate principal
amount of the Company's proposed securities (the "Securities"), under a
registration statement on Form S-3, filed on or about the date hereof (the
"Registration Statement").
I have examined such documents, legal opinions and precedents, corporate and
other records of the Company and certificates of public officials and officers
of the Company as I have deemed necessary or appropriate to provide a basis for
the opinions set forth below. In this examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as original documents and the conformity to original documents of all documents
submitted to me as certified or photostatic copies.
Based upon the foregoing, I am of the opinion that:
1. The Company is a duly organized and existing corporation under the laws
of the State of Delaware.
2. Assuming the taking of appropriate further corporate action by the
Company, the effectiveness of the Registration Statement under the Act, the due
execution and delivery of the Securities on behalf of the Company, the due
authentication of the Securities by Citibank, N.A., as trustee (the "Trustee")
under the Indenture dated as of May 15, 1993, between the Company and the
Trustee, as amended by the First Supplemental Indenture dated as of September 1,
1993 between the Company and the Trustee and the Second Supplemental Indenture
dated as of December 12, 1996 (as supplemented, the "Indenture"), or any
successor Trustee under the Indenture, and the sale and delivery of the
Securities at the price and in accordance with the terms set forth in the
Registration Statement and the supplement or supplements to the Prospectus
referred to therein, the Securities will thereupon be legal, valid and binding
obligations of the Company and will be entitled to the benefits of such
Indenture.
I consent to the use of this opinion in the Registration Statement and to
the reference to my name in the Prospectus constituting a part of such
Registration Statement under the heading "Legal Matters." In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ A. George Saks
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of Smith Barney Holdings Inc.:
We consent to the incorporation by reference in the Registration Statement of
Smith Barney Holdings Inc. (the "Company") on Form S-3, filed with the
Securities and Exchange Commission on or about December 11, 1996, of our
report dated January 16, 1996 on our audits of the consolidated financial
statements and financial statement schedules of Smith Barney Holdings Inc. and
Subsidiaries as of December 31, 1995 and 1994 and for the three years in the
period ended Decemnber 31 1995, which report is included in the Annual
Report on Form 10-K of the Company for the fiscal year ended December 31,
1995. We also consent to the reference to our firm under the caption
"Experts."
Coopers & Lybrand L.L.P.
New York, New York
December 11, 1996.
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Smith
Barney Holdings Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint James Dimon, Charles W. Scharf and A. George Saks, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act and the subsequent sale of
debt securities of the Company (the "Securities"), and to provide a prospectus
that may be used by Smith Barney Inc. in connection with its market-making
activities in the Securities, including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3, a
registration statement under Rule 462(b) of the Securities Act, or another
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 12th day
of December, 1996.
/s/ STEVEN D. BLACK
--------------------------------------
Steven D. Black
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Smith
Barney Holdings Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint James Dimon, Charles W. Scharf and A. George Saks, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act and the subsequent sale of
debt securities of the Company (the "Securities"), and to provide a prospectus
that may be used by Smith Barney Inc. in connection with its market-making
activities in the Securities, including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3, a
registration statement under Rule 462(b) of the Securities Act, or another
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 26th day
of November, 1996.
/s/ JAMES S. BOSHART, III
--------------------------------------
James S. Boshart, III
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Smith
Barney Holdings Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint James Dimon, Charles W. Scharf and A. George Saks, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act and the subsequent sale of
debt securities of the Company (the "Securities"), and to provide a prospectus
that may be used by Smith Barney Inc. in connection with its market-making
activities in the Securities, including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3, a
registration statement under Rule 462(b) of the Securities Act, or another
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 12th day
of December, 1996.
/s/ ROBERT A. CASE
--------------------------------------
Robert A. Case
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Smith
Barney Holdings Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint James Dimon, Charles W. Scharf and A. George Saks, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act and the subsequent sale of
debt securities of the Company (the "Securities"), and to provide a prospectus
that may be used by Smith Barney Inc. in connection with its market-making
activities in the Securities, including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3, a
registration statement under Rule 462(b) of the Securities Act, or another
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 12th day
of December, 1996.
/s/ ROBERT DRUSKIN
--------------------------------------
Robert Druskin
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Smith
Barney Holdings Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint James Dimon, Charles W. Scharf and A. George Saks, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act and the subsequent sale of
debt securities of the Company (the "Securities"), and to provide a prospectus
that may be used by Smith Barney Inc. in connection with its market-making
activities in the Securities, including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3, a
registration statement under Rule 462(b) of the Securities Act, or another
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 12th day
of December, 1996.
/s/ WILLIAM J. MILLS, II
--------------------------------------
William J. Mills, II
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Smith
Barney Holdings Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint James Dimon, Charles W. Scharf and A. George Saks, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act and the subsequent sale of
debt securities of the Company (the "Securities"), and to provide a prospectus
that may be used by Smith Barney Inc. in connection with its market-making
activities in the Securities, including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3, a
registration statement under Rule 462(b) of the Securities Act, or another
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 12th day
of December, 1996.
/s/ MICHAEL B. PANITCH
--------------------------------------
Michael B. Panitch
<PAGE>
POWER OF ATTORNEY
(Form S-3)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of Smith
Barney Holdings Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint James Dimon, Charles W. Scharf and A. George Saks, and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, to do or cause to be done any and all acts and things and to
execute any and all instruments and documents which said attorneys-in-fact and
agents, or any of them, may deem advisable or necessary to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act and the subsequent sale of
debt securities of the Company (the "Securities"), and to provide a prospectus
that may be used by Smith Barney Inc. in connection with its market-making
activities in the Securities, including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and on
behalf of the undersigned as a director, a Registration Statement on Form S-3, a
registration statement under Rule 462(b) of the Securities Act, or another
appropriate form in respect of the registration of all or any part of the
Securities and any and all amendments thereto, including pre-effective and/or
post-effective amendments, and any instruments, contracts, documents or other
writings of which the originals or copies thereof are to be filed as a part of,
or in connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and to
effect any and all applications and other instruments in the name and on behalf
of the undersigned which said attorneys-in-fact and agents, or any of them, deem
advisable in order to qualify or register the Securities, or to permit such
market-making activities, under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, or any of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 12th day
of December, 1996.
/s/ PAUL UNDERWOOD
--------------------------------------
Paul Underwood
<PAGE>
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) ____
________________________
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
_______________________
SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
Delaware 06-1274088
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
388 Greenwich Street
New York, NY 10013
(Address of principal executive offices) (Zip Code)
_________________________
Debt Securities
(Title of the indenture securities)<PAGE>
<PAGE>
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.
Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No.
2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to
T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
<PAGE>
Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of September 30, 1996 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
__________________
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, 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 11th day
of December, 1996.
CITIBANK, N.A.
By /s/ Carol Ng
------------------------
Carol Ng
Vice President
<PAGE>
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close
of business on September 30, 1996, published in
response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161.
Charter Number 1461 Comptroller of the Currency
Northeastern District.
ASSETS
Thousands
of dollars
Cash and balances due from de-
pository institutions:
Noninterest-bearing balances
and currency and coin $ 8,647,000
Interest-bearing balances 13,006,000
Held-to-maturity securities 0
Available-for-sale securities 22,101,000
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the
bank and of its Edge and Agree-
ment subsidiaries, and in IBFs:
Federal funds sold 4,263,000
Securities purchased under
agreements to resell 370,000
Loans and lease financing receiv-
ables:
Loans and Leases, net of un-
earned income $147,806,000
LESS: Allowance for loan
and lease losses 4,386,000
LESS: Allocated transfer
risk reserve 0
-----
Loans and leases, net of un-
earned income, allowance,
and reserve 143,420,000
Trading assets 24,655,000
Premises and fixed assets (includ-
ing capitalized leases) 3,547,000
Other real estate owned 708,000
Investments in unconsolidated
subsidiaries and associated com-
panies 1,220,000
Customers liability to this bank
on acceptances outstanding 2,270,000
Intangible assets 105,000
Other assets 7,084,000
----------------
TOTAL ASSETS $ 231,396,000
----------------
----------------
LIABILITIES
Deposits:
In domestic offices $ 35,623,000
Noninterest-
bearing $13,178,000
Interest-
bearing 22,445,000
------------
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs 130,945,000
Noninterest-
bearing 8,792,000
Interest-
bearing 122,153,000
------------
Federal funds purchased and se-
curities sold under agreements
to repurchase in domestic offices
of the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased 1,872,000
Securities sold under agree-
ments to repurchase 398,000
Demand notes issued to
the U.S. Treasury 0
Trading liabilities 17,042,000
Other borrowed money:
With a remaining maturity of one
year or less 9,839,000
With a remaining maturity of more
than one year 4,014,000
Mortgage indebtedness and obli-
gations under capitalized leases 137,000
Bank s liability on acceptances ex-
ecuted and outstanding 2,316,000
Subordinated notes and
debentures 4,700,000
Other liabilities 8,549,000
----------------
TOTAL LIABILITIES $ 215,435,000
----------------
----------------
Limited-life preferred stock
and related surplus 0
EQUITY CAPITAL
Perpetual preferred stock
and related surplus 0
Common stock $ 751,000
Surplus 6,895,000
Undivided profits and capital re-
serves 8,308,000
Net unrealized holding gains (losses)
on available-for-sale securities 590,000
Cumulative foreign currency
translation adjustments (583,000)
----------------
TOTAL EQUITY CAPITAL $ 15,961,000
----------------
TOTAL LIABILITIES, LIMITED-
LIFE PREFERRED STOCK, AND
EQUITY CAPITAL $ 231,396,000
----------------
----------------
I, Roger W. Trupin, Controller of the above-
named bank do hereby declare that this
Report of Condition is true and correct to the
best of my knowledge and belief.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to
the correctness of this Report of Condition.
We 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 and is true and correct.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS
