<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-17831
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 20, 1996)
$200,000,000
SMITH BARNEY HOLDINGS INC.
7 3/8% NOTES DUE MAY 15, 2007
---------------
Smith Barney Holdings Inc. (the "Company") is offering $200,000,000
principal amount of its 7 3/8% Notes due May 15, 2007 (the "Notes"). Interest on
the Notes is payable on May 15 and November 15, commencing November 15, 1997.
The Notes may not be redeemed prior to maturity. See "Description of Notes."
The Notes will be issued in fully registered form only in denominations of
$1,000 or integral multiples thereof. The Notes will be initially represented by
one or more global notes registered in the name of The Depository Trust Company
("DTC") or its nominee. Beneficial interests in the Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and
its participants. Owners of beneficial interests in Notes will be entitled to
physical delivery of Notes in certificated form equal in principal amount to
their respective beneficial interests only under the limited circumstances
described herein. See "Description of Notes--Book-Entry Notes."
Settlement for the Notes will be made in immediately available funds. The
Notes will trade in the Same-Day Funds Settlement System of DTC, and, to the
extent that secondary market trading activity in the Notes is effected through
the facilities of DTC, such trades will be settled in immediately available
funds. All payments of principal and interest will be made by the Company in
immediately available funds.
------------------------
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (1) (3)
PER NOTE 99.911% .600% 99.311%
TOTAL $199,822,000 $1,200,000 $198,622,000
</TABLE>
(1) Plus accrued interest, if any, from May 19, 1997 to the date of
delivery.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting expenses payable by the Company estimated to be
$75,000.
--------------------------
The Notes are offered by the Underwriters named herein, subject to prior
sale, when, as and if accepted by the Underwriters and subject to certain
conditions. It is expected that delivery of the Notes in book-entry form will be
made through the facilities of DTC, on or about May 19, 1997.
------------------------
SMITH BARNEY INC.
CHASE SECURITIES, INC.
CITICORP SECURITIES, INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
GOLDMAN, SACHS & CO.
HSBC SECURITIES,
INC.
May 14, 1997
<PAGE>
Certain persons participating in this offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the notes, including
over-allotment, stabilizing transactions and covering transactions. For a
description of these activities, see "Underwriting."
------------------------
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at March 31, 1997, and as adjusted to give effect to the issuance and
sale of the Notes, the issuance and sale of additional long-term debt of the
Company after March 31, 1997 through the date hereof, and the application of the
proceeds from each of these transactions to the repayment of short-term
borrowings, as if such transactions had occurred on March 31, 1997.
<TABLE>
<CAPTION>
AT MARCH 31, 1997
----------------------------
<S> <C> <C>
(UNAUDITED)
<CAPTION>
OUTSTANDING AS ADJUSTED
------------- -------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Short-term borrowings................................................................. $ 3,752 $ 3,527
Notes payable......................................................................... 10 10
Long-term debt........................................................................ 2,485 2,710
Subordinated indebtedness............................................................. 225 225
------ ------
Total debt.................................................................... $ 6,472 $ 6,472
------ ------
------ ------
Stockholder's equity
Common stock ($.10 par value;
authorized--1,000 shares;
issued and outstanding--100 shares)............................................... -- --
Additional paid-in capital............................................................ 1,803 1,803
Retained earnings..................................................................... 1,069 1,069
Cumulative translation adjustment..................................................... 3 3
------ ------
Total stockholder's equity.................................................... 2,875 2,875
------ ------
Total capitalization.................................................................. $ 9,347 $ 9,347
------ ------
------ ------
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, -----------------------------------------------------
1997 1996 1995 1994 1993 1992
----------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................. 1.87 1.93 1.71 1.81 2.68 2.06
</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
purposes of this ratio, fixed charges consist of interest expense and that
portion of rentals deemed representative of the appropriate interest factor.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Notes
will be used 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.
S-2
<PAGE>
DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE TERMS OF THE NOTES OFFERED HEREBY (REFERRED
TO IN THE PROSPECTUS AS THE "OFFERED SECURITIES") SUPPLEMENTS THE DESCRIPTION OF
THE GENERAL TERMS OF SECURITIES SET FORTH IN THE PROSPECTUS, TO WHICH
DESCRIPTION REFERENCE IS HEREBY MADE. THE FOLLOWING SUMMARY OF THE NOTES IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE THERETO AND TO THE INDENTURE REFERRED TO
THEREIN.
The Notes will be limited to $200,000,000 in aggregate principal amount, as
a result of which, as of May 14, 1997, $484,012,465 aggregate principal amount
of Debt Securities remains currently available to be offered by the Company
under the Registration Statement of which this Prospectus Supplement and the
accompanying Prospectus form a part. The Notes will be issued only in fully
registered form without coupons, in denominations of $1,000 and integral
multiples thereof. Initially, the Notes will be issued in the form of one or
more global notes (each, a "Book-Entry Note") registered in the name of DTC or
its nominee, as described below. The Notes will bear interest from May 19, 1997,
at the annual rate set forth on the cover page of this Prospectus Supplement.
The Notes will mature on May 15, 2007. Interest on the Notes will be payable
semiannually on May 15 and November 15, commencing November 15, 1997, to the
persons in whose names the Notes are registered at the close of business on the
preceding April 30 or October 31, respectively. The Notes will not be redeemable
prior to maturity and will not be subject to any sinking fund.
Principal of and interest on the Notes will be payable at the office or
agency of the Company to be maintained in the Borough of Manhattan, The City of
New York, initially at the Corporate Trust Office of the Trustee, 111 Wall
Street, Fifth Floor, New York, New York; 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 register of
holders of Notes. Notwithstanding the foregoing, payments of principal of and
interest on Book-Entry Notes will be made as described below.
The Indenture permits the defeasance of Debt Securities upon the
satisfaction of the conditions described under "Description of
Securities--Defeasance" in the Prospectus. The Notes are subject to these
defeasance provisions.
BOOK-ENTRY NOTES
The Notes will initially be issued in the form of one or more Book-Entry
Notes, which will be deposited with, or on behalf of, DTC and registered in the
name of DTC or its nominee. Except as set forth below, Book-Entry Notes 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.
Principal and interest payments on the Notes represented by one or more
Book-Entry Notes will be made by the Company to DTC or its nominee, as the case
may be, as the registered owner of the related Book-Entry Note or Notes. The
Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of Book-Entry Notes, will credit immediately
the accounts of the related participants with payment in amounts proportionate
to their respective holdings in principal amount of beneficial interests in such
Book-Entry Notes as shown on the records of DTC. Neither the Company nor the
Trustee or any Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of Book-Entry Notes, or for maintaining, supervising or
reviewing any records relating to such beneficial interests. The Company also
expects that payments by participants to owners of beneficial interests in
Book-Entry Notes held through such participants will be governed by standing
customer instructions and customary practices, as is the case with securities
registered in "street name." Such instructions will be the responsibility of
such participants.
If DTC is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Notes in certificated
S-3
<PAGE>
form in exchange for beneficial interests in the Book-Entry Notes. In addition,
the Company may at any time determine not to have its Notes represented by one
or more Book-Entry Notes, and, in such event, will issue Notes in certificated
form in exchange for beneficial interests in Book-Entry Notes. In any such
instance, an owner of a beneficial interest in a Book-Entry Note will be
entitled to physical delivery in certificated form of Notes equal in principal
amount to such beneficial interest and to have such Notes registered in its
name. Notes so issued in certificated form will be issued in denominations of
$1,000 or any amount in excess thereof that is an integral multiple of $1,000
and will be issued in registered form only, without coupons.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
are expected to trade in the Same-Day Funds Settlement System of DTC until
maturity, and, to the extent that secondary market trading activity in the Notes
is effected through the facilities of DTC, such trades will be settled in
immediately available funds. No assurance can be given as to the effect, if any,
of settlement in immediately available funds on trading activity in the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in the Terms Agreement dated
May 14, 1997, which incorporates by reference the Underwriting Agreement Basic
Provisions dated October 29, 1993 (together, the "Underwriting Agreement"), the
Company has agreed to sell to each of the Underwriters named below, and each of
the Underwriters has severally agreed to purchase, the principal amount of Notes
set forth opposite its name below:
<TABLE>
<CAPTION>
UNDERWRITER PRINCIPAL AMOUNT
-----------------
<S> <C>
Smith Barney Inc............................................................................... $ 33,335,000
Chase Securities, Inc. ........................................................................ 33,333,000
Citicorp Securities, Inc....................................................................... 33,333,000
Donaldson, Lufkin & Jenrette
Securities Corporation....................................................................... 33,333,000
Goldman, Sachs & Co............................................................................ 33,333,000
HSBC Securities, Inc........................................................................... 33,333,000
-----------------
Total.................................................................................... $ 200,000,000
-----------------
-----------------
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are committed to take and pay for all of the Notes
if any are taken.
The Underwriters propose to offer part of the Notes directly to the public
at the public offering price set forth on the cover page hereof and part to
certain dealers at a price that represents a concession not in excess of .400%
of the principal amount under the public offering price. The Underwriters may
allow, and such dealers may reallow, a concession not in excess of .200% of the
principal amount to certain other dealers.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
S-4
<PAGE>
The Underwriters may engage in over-allotment, stabilizing transactions and
covering transactions in accordance with Regulation M under the Securities
Exchange Act of 1934, as amended. Over-allotment involves sales in excess of the
offering size, which creates a short position for the Underwriters. Stabilizing
transactions involve bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Covering transactions
involve purchases of the Notes in the open market after the distribution has
been completed in order to cover short positions. Such stabilizing transactions
and covering transactions may cause the price of the Notes to be higher than it
would otherwise be in the absence of such transactions.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes, and any such market making may be discontinued at any time at the
sole discretion of the Underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the Notes.
Smith Barney Inc. is a wholly owned subsidiary of the Company. Certain of
the Underwriters or their affiliates engage in transactions (which may include
commercial banking transactions) with and perform services for the Company or
one or more of its affiliates in the ordinary course of business and may do so
in the future.
EXPERTS
The consolidated financial statements and schedules of the Company as of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, have been incorporated by reference
herein, in reliance upon the report (also incorporated by reference herein) of
Coopers & Lybrand L.L.P., independent auditors, and upon the authority of said
firm as experts in accounting and auditing.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for the Company
by A. George Saks, Esq., as counsel for the Company, 388 Greenwich Street, New
York, New York 10013 and for the Underwriters by Skadden, Arps, Slate, Meagher &
Flom LLP, 919 Third Avenue, New York, New York 10022. Mr. Saks, Vice President
and General Counsel of the Company, beneficially owns, or has rights to acquire
under Travelers Group Inc. employee benefit plans, an aggregate of less than 1%
of the common stock of Travelers Group Inc., the parent of the Company. Skadden,
Arps, Slate, Meagher & Flom LLP has from time to time acted as counsel for
Travelers Group Inc. and certain of its subsidiaries and may do so in the
future. Mr. Kenneth J. Bialkin, a partner in that firm, is a director of
Travelers Group Inc., and he and other partners in such firm beneficially own an
aggregate of less than 1% of the common stock of Travelers Group Inc.
S-5
<PAGE>
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION, OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED
IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR BY THE UNDERWRITERS. NEITHER THIS PROSPECTUS SUPPLEMENT NOR
THE PROSPECTUS CONSTITUTES AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH
IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO
WHICH IT RELATES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE
SUCH OFFER IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED IN EITHER
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---
<S> <C>
PROSPECTUS SUPPLEMENT
Capitalization.................................. S-2
Ratio of Earnings to Fixed Charges.............. S-2
Use of Proceeds................................. S-2
Description of Notes............................ S-3
Underwriting.................................... S-4
Experts......................................... S-5
Legal Opinions.................................. S-5
<CAPTION>
PROSPECTUS
<S> <C>
Available Information........................... 2
Incorporation of Certain Documents
by Reference.................................. 3
The Company..................................... 3
Ratio of Earnings to Fixed Charges.............. 5
Use of Proceeds................................. 5
Description of Securities....................... 5
Plan of Distribution............................ 12
ERISA Matters................................... 13
Legal Matters................................... 13
Experts......................................... 13
</TABLE>
$200,000,000
SMITH BARNEY
HOLDINGS INC.
7 3/8% NOTES DUE MAY 15, 2007
-------
PROSPECTUS SUPPLEMENT
MAY 14, 1997
(INCLUDING PROSPECTUS
DATED DECEMBER 20, 1996)
------
SMITH BARNEY INC.
CHASE SECURITIES, INC.
CITICORP SECURITIES, INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
GOLDMAN, SACHS & CO.
HSBC SECURITIES, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
