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) November 13, 1996
-----------------
Smith Barney Holdings Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-12484 06-1274088
--------------- ----------- -------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, NY 10013
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 816-6000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
SMITH BARNEY HOLDINGS INC.
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits:
Exhibit No. Description
----------- -----------
1.01 Terms Agreement, dated November 13, 1996, among the
Company and Smith Barney Inc., BA Securities, Inc.,
Goldman, Sachs & Co., HSBC Securities, Inc., Lehman
Brothers Inc., J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated, as Underwriters, relating
to the offer and sale of the Company's 6 5/8% Notes due
November 15, 2003.
4.01 Form of Note for the Company's 6 5/8% Notes due
November 15, 2003.
<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: November 14, 1996 SMITH BARNEY HOLDINGS INC.
By: /s/ Firoz B. Tarapore
------------------------------
Firoz B. Tarapore
Assistant Treasurer
EXHIBIT 1.01
TERMS AGREEMENT
November 13, 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 $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 underwriters (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 98.866% of the principal amount thereof, plus accrued
interest from November 15, 1996, to the date of delivery. The Closing Date shall
be November 18, 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: 6.625% Notes due November 15,
2003
Maturity: November 15, 2003
Interest Rate: 6.625%
Interest Payment
Dates: May 15 and November 15
commencing May 15, 1997
Regular Record
Dates: April 30 and October 31
Initial Price 99.416% of the principal
To Public amount thereof plus accrued
interest, from November 15,
1996, to the date of delivery
<PAGE>
Redemption
Provisions: The Securities are not redeem-
able 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 Under- writers hereby agree that the
Securities will be in the form of Book-Entry Notes and shall be delivered
on November 18, 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 registra- tion statement on
Form S-3 (File No. 33-70340), in- cluding a prospectus, relating to the
Securities has been prepared" and insert in lieu therof "A registra- tion
statement on Form S-3 (File No. 33-92706), in- cluding a prospectus,
relating to the Securities has been prepared." Any references in the Basic
Provi- sions 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 LLP 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
<PAGE>
Please accept this offer no later than 9:00 o'clock P.M. on November 13,
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
November 13, 1996, to purchase the Securities on the terms set forth therein."
Very truly yours,
SMITH BARNEY INC.
BA SECURITIES, INC.
GOLDMAN, SACHS & CO.
HSBC SECURITIES, INC.
LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO.
INCORPORATED
By: SMITH BARNEY INC.
By: /s/ Jeffrey S. Poorman
---------------------------------
Name: Jeffrey S. Poorman
Title: Director
ACCEPTED:
SMITH BARNEY HOLDINGS INC.
By: /s/ Firoz B. Tarapore
---------------------------------
Name: Firoz B. Tarapore
Title: Assistant Treasurer
3
<PAGE>
Principal
Underwriters Amount
- ------------ ----------------
Smith Barney Inc............................................ $ 29,000,000
BA Securities, Inc. ........................................ 28,500,000
Goldman, Sachs & Co......................................... 28,500,000
HSBC Securities, Inc........................................ 28,500,000
Lehman Brothers Inc......................................... 28,500,000
J.P. Morgan Securities Inc. ................................ 28,500,000
Morgan Stanley & Co. Incorporated .......................... 28,500,000
----------
Total ............................................... $ 200,000,000
================
EXHIBIT 4.01
FORM OF NOTE
------------
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 DA 2
NO. ____ U.S.$__________
SMITH BARNEY HOLDINGS INC.
6 5/8% Note due November 15, 2003
SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Specimen, or registered assigns, the
principal sum of ________________($_________________) on November 15, 2003 and
to pay interest thereon from November 15, 1996, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on May 15 and November 15 in each year, commencing May 15, 1997, at the rate of
6 5/8% 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 more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 30 or October 31 (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
<PAGE>
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: November 18, 1996
SMITH BARNEY HOLDINGS INC.
By: Specimen
-------------------------------
Michael S. Yellin
Vice President and Treasurer
By: Specimen
-------------------------------
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.
6 5/8% Note due November 15, 2003
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.
<PAGE>
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.
----------
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.
