<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SMITH BARNEY HOLDINGS INC.
Delaware 06-1274088
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (zip code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is to become
General Instruction A(c)(1) please effective simultaneously with the
check the following box [X] effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following box [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Smith Barney S&P 500 Equity Linked Chicago Board Options Exchange
Notes due March ___, 2002
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
For a description of the proposed terms and provisions of the Smith Barney
S&P 500 Equity Linked Notes due March ___, 2002 (the "Securities"), see the
information set forth under the heading "Description of Debt Securities" in
the Registration Statement on Form S-3 of the Registrant (No. 333-17831),
and "Description of Securities" in the Preliminary Prospectus Supplement
dated February 13, 1997 filed pursuant to Rule 424(b)(5) under the Securities
Act of 1933, as amended (the "Securities Act"). The description of the
Securities contained in the Prospectus Supplement to be filed pursuant to
Rule 424(b)(2) under the Securities Act under the Registrant's Registration
Statement on Form S-3 (No. 333-17831) which will contain the final terms and
provisions of the Securities, including the maturity date of the Securities,
is hereby deemed to be incorporated by reference into this Registration
Statement and to be a part hereof.
Item 2. Exhibits.
2.1 Registration Statement on Form S-3 (No. 333-17831).
2.2 Preliminary Prospectus Supplement dated February 13, 1997.
2.3 Form of Smith Barney S&P 500 Equity Linked Note due March ___, 2002.
2.4 Indenture dated as of May 15, 1993 between the Registrant
and Citibank, N.A., as Trustee (the "Trustee"), relating to
the Notes, incorporated by reference to Exhibit 4.01 to the
Registrant's Registration Statement on Form S-3 (No. 33-
78010).
2.5 First Supplemental Indenture, dated as of September 1, 1993,
between the Registrant and the Trustee, incorporated by
reference to Exhibit 4.02 to the Registrant's Registration Statement
on Form S-3 (No. 33-70340).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
SMITH BARNEY H0LDINGS INC.
By /s/ Firoz B. Tarapore
--------------------------------------
Firoz B. Tarapore
Assistant Treasurer
Date: March 5, 1997
3
<PAGE>
FORM OF NOTE EXHIBIT 2.3
------------
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 ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
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 30 5
NO. ____ U.S. $______________
representing _______
Units ($ _ per Unit)
SMITH BARNEY HOLDINGS INC.
Smith Barney S&P 500 Equity Linked Note due March ___, 2002
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 ___________________________Dollars
($_________________) (the "Principal Amount") plus the Supplemental Redemption
Amount (as defined below), if any, on March ___, 2002. 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: March __, 1997
SMITH BARNEY HOLDINGS INC.
By: Specimen
------------------------------------------
Mark I. Kleinman
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.
Smith Barney S&P 500 Equity Linked Note due March___, 2002
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 ____________ %
-----------------------------------------
Starting Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The "Starting Index Value" equals _____. 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 have
occurred 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 $__ principal
amount thereof, will be equal to: (i) $__, 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 ____% 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 $__ 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.
