SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 7, 1996
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Smith Barney Holdings Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12484 06-1274088
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, NY 10013
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(Address of principal executive offices) (Zip Code)
(212) 816-6000
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(Registrant's telephone number, including area code)
Page 1 of pages
Exhibit Index appears on page 2
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SMITH BARNEY HOLDINGS INC.
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits:
Exhibit No. Description Page
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1.01 Terms Agreement, dated August 7, 1996, between
the Company and Smith Barney Inc., as Underwriter,
relating to the offer and sale of the Company's
Smith Barney S&P 500 Equity Linked Notes due
August 13, 2001.
4.01 Form of Note for the Company's Smith Barney S&P
500 Equity Linked Notes due August 13, 2001.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: August 8, 1996 SMITH BARNEY HOLDINGS INC.
By /s/ Michael Yellin
-----------------------------
Michael Yellin
Vice President
Exhibit 1.01
TERMS AGREEMENT
August 7, 1996
Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Attention: Chief Financial Officer
-----------------------
Dear Sirs:
We understand that Smith Barney Holdings Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $40,072,410 aggregate principal amount of
its S&P 500 Equity Linked Notes due August 13, 2001 (the "Securities"). Subject
to the terms and conditions set forth herein or incorporated by reference
herein, we, as underwriter (the "Underwriter"), offer to purchase $40,072,410
aggregate principal amount of the Securities at 97.5% of the principal amount
thereof. The Closing Date shall be August 12, 1996 at 9:00 a.m. at the offices
of Smith Barney Holdings Inc., 388 Greenwich Street, New York, New York 10013.
The Securities shall have the following terms:
Title: Smith Barney S&P 500 Equity
Linked Notes due August 13, 2001
Maturity: August 13, 2001
Interest Rate: The Securities will bear no periodic payments of
interest. Holders of the Securities will be entitled
to receive the principal amount thereof plus a
payment, if any, equal to the Supplemental Redemption
Amount (as defined in the Prospectus Supplement, dated
August 7, 1996, relating to the Securities).
Interest Payment
Date: Not applicable
Regular Record
Dates: Not applicable
<PAGE>
Initial Price 100% of the principal
To Public amount thereof
Redemption
Provisions: The Securities are not redeemable by
the Company prior to maturity
All the provisions contained in the document entitled "Smith Barney
Shearson Holdings Inc. - Debt Securities - Underwriting Agreement Basic
Provisions" and dated October 29, 1993 (the "Basic Provisions"), a copy of which
you have previously received, are, except as indicated below, herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Terms Agreement to the same extent as if the Basic Provisions had been set
forth in full herein. Terms defined in the Basic Provisions are used herein as
therein defined.
Basic Provisions varied with respect to this Term Agreement:
(A) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriter hereby agree that the
Securities will be in the form of Book-Entry Notes and shall be delivered
on August 12, 1996 against payment of the purchase price to the Company by
wire transfer in immediately available funds to such accounts with such
financial institutions as the Company may direct; and
(B) In the first line of Section 2(a), delete "A registration statement on
Form S-3 (File No. 33-70340), including a prospectus, relating to the
Securities has been prepared" and insert in lieu thereof "A registration
statement on Form S-3 (File No. 33-92706), including a prospectus, relating
to the Securities has been prepared." Any references in the Basic
Provisions to a Registration Statement shall be deemed a reference to such
Registration Statement on Form S-3.
The Underwriter hereby agrees in connection with the underwriting of the
Securities to comply with the requirements set forth in any applicable sections
of Schedule E to the By-Laws of the National Association of Securities Dealers,
Inc.
2
<PAGE>
A. George Saks, Esq., is counsel to the Company. Skadden, Arps, Slate,
Meagher & Flom is counsel to the Underwriter.
Please accept this offer no later than 9:00 p.m. on August 7, 1996, by
signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
"We hereby accept your offer, set forth in the Terms Agreement, dated
August 7, 1996, to purchase the Securities on the terms set forth therein."
Very truly yours,
SMITH BARNEY INC.
By: /s/ John Barber
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Name: John Barber
Title: Managing Director
ACCEPTED:
SMITH BARNEY HOLDINGS INC.
By: /s/ Michael S. Yellin
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Name: Michael S. Yellin
Title: Treasurer
3
FORM OF NOTE EXHIBIT 4.01
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LEGEND FOR BOOK-ENTRY NOTE:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK ("THE DEPOSITARY")
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY SUCH PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO. 831904 20 6
NO. ____ U.S. $____________
SMITH BARNEY HOLDINGS INC.
Smith Barney S&P 500 Equity Linked Note due August 13, 2001
SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Specimen
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, or registered assigns, the principal sum of
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($_________________) (the "Principal Amount") plus the Supplemental Redemption
Amount (as defined below), if any, on August 13, 2001. Holders of the
Securities (as defined below) will not be entitled to receive periodic payments
of interest on the Securities.
Payment to the Holders of the Principal Amount and the Supplemental
Redemption Amount and any interest on any overdue amount thereof with respect to
this Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
<PAGE>
Reference is hereby made to the further provisions of this Security
set forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: August __, 1996
SMITH BARNEY HOLDINGS INC.
By: Specimen
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Michael J. Day
Vice President and Controller
By: Specimen
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Joseph J. Martinelli
Assistant Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
CITIBANK, N.A., as Trustee
By:___________________________
Authorized Signatory
<PAGE>
SMITH BARNEY HOLDINGS INC.
Smith Barney S&P 500 Equity Linked Note due August 13, 2001
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued under an
Indenture dated as of May 15, 1993, as supplemented by the First Supplemental
Indenture dated as of September 1, 1993 (as so supplemented, herein called the
"Indenture"), between the Company and Citibank, N.A. (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated as
set forth above, limited in aggregate principal amount to $ _________.
Supplemental Redemption Amount
The "Supplemental Redemption Amount" with respect to this Security
equals:
Principal Amount X Ending Index Value - Starting Index Value X 110%
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Starting Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The "Starting Index Value" equals 664.16. The "Ending Index
Value" will be determined by Smith Barney Inc. (the "Calculation Agent," which
term includes any successor thereto) and will equal the average (arithmetic
mean) of the closing values of the S&P 500 Composite Stock Price Index (the
"Index") determined on each of the first five Calculation Days (as defined
below) during the Calculation Period (as defined below). If there are fewer than
five Calculation Days, then the Ending Index Value will equal the average
(arithmetic mean) of the closing values of the Index (the "Index Value") on such
Calculation Days, and if there is only one Calculation Day, then the Ending
Index Value will equal the Index Value on such Calculation Day. If no
Calculation Days occur during the Calculation Period because of Market
Disruption Events (as defined below), then the Ending Index Value will equal the
Index Value determined on the last scheduled Index Business Day (as defined
below) in the Calculation Period, regardless of the occurrences of a Market
Disruption Event on such day. "Calculation Period" means the period from and
including the seventh scheduled Index Business Day prior to the maturity date to
and including the second scheduled Index Business Day prior to the maturity
date. "Calculation Day" means any Index Business Day during the Calculation
Period on which a Market Disruption Event has not occurred. For purposes of
determining the Ending Index Value, an "Index Business Day" is a day on which
the New York Stock Exchange and the American Stock Exchange are open for trading
and the Index or any Successor Index (as defined below) is calculated and
published. All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, absent a determination by the
Calculation Agent of a manifest error, shall be conclusive for all purposes and
binding on the Company and Holders of the Securities.
<PAGE>
Adjustments to the Index; Market Disruption Events
If at any time the method of calculating the Index or a Successor
Index, or the value thereof, is changed in any material respect, or if the Index
or a Successor Index is in any other way modified so that such index does not,
in the opinion of the Calculation Agent, fairly represent the value of the Index
or such Successor Index had such changes or modifications not been made, then,
from and after such time, the Calculation Agent shall, at the close of business
in New York, New York, on each Calculation Day, make such calculations and
adjustments as, in the good faith judgment of the Calculation Agent, may be
necessary in order to arrive at a value of a stock index comparable to the Index
as if such changes or modifications had not been made, and calculate the Index
Value with reference to the Index or such Successor Index, as adjusted.
Accordingly, if the method of calculating the Index or a Successor Index is
modified so that the value of such index is a fraction or a multiple of what it
would have been if it had not been modified (e.g., due to a split in the index),
then the Calculation Agent shall adjust such index in order to arrive at a value
of the Index or such Successor Index as if it had not been modified (e.g., as if
such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(i) the suspension or material limitation (limitations pursuant to New
York Stock Exchange Rule 80A (or any applicable rule or regulation enacted
or promulgated by the New York Stock Exchange or any other self-regulatory
organization or the Securities and Exchange Commission of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this
definition), in each case, for more than two hours of trading, in 100 or
more of the securities included in the Index, or
(ii) the suspension or material limitation, in each case, for more
than two hours of trading (whether by reason of movements in price
otherwise exceeding levels permitted by the relevant exchange or otherwise)
in (A) futures contracts related to the Index which are traded on the
Chicago Mercantile Exchange or (B) option contracts related to the Index
which are traded on the Chicago Board Options Exchange.
For the purposes of this definition, a limitation on the hours in a trading day
and/or number of days of trading will not constitute a Market Disruption Event
if it results from an announced change in the regular business hours of the
relevant exchange.
Discontinuance of the Index
If Standard & Poor's ("S&P") discontinues publication of the Index and
S&P or another entity publishes a successor or substitute index that the
Calculation Agent determines, in its sole discretion, to be comparable to such
Index (any such index being referred to hereinafter as a "Successor Index"),
then the relevant Index Value shall be determined by reference to the value of
such Successor Index at the close of trading on the relevant exchange or market
for the Successor Index on the applicable Calculation Day.
Upon any selection by the Calculation Agent of a Successor Index, the
Calculation Agent shall cause written notice thereof to be furnished to the
Trustee, to the Company and to the Holders of the Securities within three
Business Days of such selection.
<PAGE>
If S&P discontinues publication of the Index prior to, and such
discontinuance is continuing on, any Calculation Day and the Calculation Agent
determines that no Successor Index is available at such time, then on such
Calculation Day, the Calculation Agent shall determine the Index Value on such
Calculation Day. The Index Value shall be computed by the Calculation Agent in
accordance with the formula for and method of calculating the Index last in
effect prior to such discontinuance, using the closing price (or, if trading in
the relevant securities has been materially suspended or materially limited, its
good faith estimate of the closing price that would have prevailed but for such
suspension or limitation) on such Calculation Day of each security most recently
comprising the Index. Notwithstanding these alternative arrangements,
discontinuance of the publication of the Index may adversely affect the value of
the Securities. If a Successor Index is selected or the Calculation Agent
calculates a value as a substitute for the Index, such Successor Index or value
shall be substituted for the Index for all purposes, including for purposes of
determining whether a Market Disruption Event exists.
General
The Securities are not subject to redemption by the Company or at the
option of the Holder prior to maturity and are not subject to the satisfaction,
discharge and defeasance provisions of the Indenture.
If an Event of Default with respect to the Securities shall occur and
be continuing, the maturity of the Securities may be accelerated as follows: the
amount payable to a Holder of this Security upon any acceleration permitted by
the Securities, with respect to each $15 principal amount thereof, will be equal
to: (i) $15, plus (ii) a Supplemental Redemption Amount calculated as though the
date of early repayment were the maturity date of the Securities.
In case of default in payment at the maturity date of the Securities
(whether at their stated maturity or upon acceleration), from and after the
maturity date, the Securities shall bear interest, payable upon demand of the
Trustee, at the rate of 6.75% per annum (to the extent that payment of such
interest shall be legally enforceable) on the unpaid amount due and payable on
such date in accordance with the terms of the Securities to the date payment of
such amount is made or duly provided for.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the
<PAGE>
Principal Amount plus the Supplemental Redemption Amount, if any, with respect
to this Security and any interest on any overdue amount thereof at the time,
place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar, duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $15 and integral multiples thereof. As provided in
the Indenture and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same. If (x) any Depositary is at any time unwilling or unable
to continue as depositary and a successor depositary is not appointed by the
Company within 90 days, (y) the Company executes and delivers to the Trustee a
Company Order to the effect that the Global Securities shall be exchangeable for
a certificated note or (z) an Event of Default has occurred and is continuing
with respect to the Securities, the Global Securities will be exchangeable for
Securities in definitive certificated form of like tenor and of an equal
aggregate principal amount, in denominations of $15 and integral multiples
thereof. Such definitive Securities shall be registered in such name or names as
the Depositary shall instruct the Trustee.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
_______________________________________
<PAGE>
The following abbreviations, when used in the inscription on the first
page of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
UNIF GIFT MIN ACT -- ________________________________________
(Cust)
as Custodian for ________________________________________
(Minor)
under Uniform Gifts to Minors Act of
________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above
list.
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[Please Insert Social Security Number or Other Identifying Number of Assignee:]
_______________________________________________________________________________
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
the within Security of Smith Barney Holdings Inc. and does hereby irrevocably
constitute and appoint
_______________________________________________________________________________
Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated: ____________________ _____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written upon
the first page of the within Security in
every particular, without alteration or
enlargement or any change whatever, and be
guaranteed by the endorser's bank or broker.