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) October 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)
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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
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1.01 Terms Agreement, dated October 7, 1996, among the Company
and Smith Barney Inc., CS First Boston Corporation, Chase
Securities, Inc., Citicorp Securities, Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, Salomon Brothers
Inc and UBS Securities LLC, as Underwriters, relating to the
offer and sale of the Company's 7 1/8% Notes due October 1,
2006.
4.01 Form of Note for the Company's 7 1/8% Notes due October 1,
2006.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 8, 1996 SMITH BARNEY HOLDINGS INC.
By: /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Assistant Treasurer
3
EXHIBIT 1.01
TERMS AGREEMENT
October 7, 1996
Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Attention: Chief Financial Officer
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Dear Sirs:
We understand that Smith Barney Holdings Inc., a Delaware corporation
(the "Company"), proposes to issue and sell $200,000,000 aggregate principal
amount of its debt securities (the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, we, as under-
writers (the "Underwriters"), offer to purchase, severally and not jointly, the
principal amount of Securities set forth opposite our respective names on the
list attached hereto at 98.954% of the principal amount thereof, plus accrued
interest, if any, from October 1, 1996, to the date of delivery. The Closing
Date shall be October 10, 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: 7.125% Notes due October 1, 2006
Maturity: October 1, 2006
Interest Rate: 7.125%
Interest Payment
Dates: April 1 and October 1
commencing April 1, 1997
Regular Record
Dates: March 15 and September 15
Initial Price 99.554% of the principal
To Public amount thereof plus accrued interest, if any, from
October 1, 1996, to the date of delivery
Redemption
Provisions: The Securities are not redeemable by the Company
prior to maturity
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All the provisions contained in the document entitled "Smith Barney
Shearson Holdings Inc. - Debt Securities - Underwriting Agreement Basic Provi-
sions" 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 Provi-
sions, the Company and the Underwriters hereby agree that the Securities
will be in the form of Book-Entry Notes and shall be delivered on October
10, 1996 against payment of the purchase price to the Company by wire
transfer in immediately available funds to such accounts with such finan-
cial 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 therof "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 Underwriters hereby agree 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.
A. George Saks, Esq., is counsel to the Company. Skadden, Arps, Slate,
Meagher & Flom is counsel to the Underwriters.
The Securities will be made available for checking and packaging at the
designated office of Citibank, N.A. at least 24 hours prior to the Closing Date.
2
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Please accept this offer no later than 9:00 o'clock P.M. on October 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
October 7, 1996, to purchase the Securities on the terms set forth therein."
Very truly yours,
SMITH BARNEY INC.
CS FIRST BOSTON CORPORATION
CHASE SECURITIES, INC.
CITICORP SECURITIES, INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
SALOMON BROTHERS INC
UBS SECURITIES LLC
By: SMITH BARNEY INC.
By: /s/ Michael K. Neborak
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Name: Michael K. Neborak
Title: Director
ACCEPTED:
SMITH BARNEY HOLDINGS INC.
By: /s/ Firoz B. Tarapore
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Name: Firoz B. Tarapore
Title: Assistant Treasurer
3
<PAGE>
Principal
Underwriters Amount
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Smith Barney Inc. . . . . . . . . . . . . . . . $ 32,000,000
CS First Boston Corporation . . . . . . . . . 28,000,000
Chase Securities, Inc. . . . . . . . . . . . . 28,000,000
Citicorp Securities, Inc. . . . . . . . . . . . 28,000,000
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . 28,000,000
Salomon Brothers Inc . . . . . . . . . . . . . 28,000,000
UBS Securities LLC . . . . . . . . . . . . . . 28,000,000
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Total . . . . . . . . . . . . . . . . . $ 200,000,000
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EXHIBIT 4.01
FORM OF NOTE
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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 AP 2
NO. ____ U.S. $____________
SMITH BARNEY HOLDINGS INC.
7 1/8% Note due October 1, 2006
SMITH BARNEY HOLDINGS INC., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Specimen, or registered assigns, the
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principal sum of ($_______________________________) on October 1, 2006 and to
pay interest thereon from October 1, 1996, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on April 1 and October 1 in each year, commencing April 1, 1997, at the rate of
7 1/8% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or
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more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the March 15 or September
15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.
Payment of the principal of and interest on 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; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
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: October 10, 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
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SMITH BARNEY HOLDINGS INC.
7 1/8% NOTE DUE OCTOBER 1, 2006
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 $200,000,000.
The Securities of this series may not be redeemed prior to the
Stated Maturity of their principal amount.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of all the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Securities of this series are subject to satisfaction,
discharge and defeasance as provided in Section 403 of the Indenture.
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 principal of and
interest on this Security at the times, 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.
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The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
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.
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.
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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.
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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:]
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[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
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the within Security of Smith Barney Holdings Inc. and does hereby irrevocably
constitute and appoint
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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.
