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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.
(Exact name of Registrant as specified in its charter)
Delaware 06-1274088
(State of incorporation or organization) (I.R.S. Employer Identification No.)
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (zip code)
<TABLE>
<S> <C>
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act
and is effective pursuant to General and is effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. [X] following box. [ ]
</TABLE>
SECURITIES Act registration statement file number to which this form relates:
333-30175
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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<S> <C>
Smith Barney S&P 500 Equity Linked Notes Chicago Board Options Exchange
due October ___, 2003
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
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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 October ___, 2003 (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. 333-30175), and "Description of Securities" in the Preliminary Prospectus
Supplement dated August 29, 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)(5) under the Securities Act under the Registrant's Registration
Statements on Form S-3 (No. 333-30175 and 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. 333-30175).
2.2 Preliminary Prospectus Supplement dated August 29,
1997 filed pursuant to Rule 424(b)(5) under the
Securities Act.
2.3 Form of Smith Barney S&P 500 Equity Linked Note due
October ___, 2003.
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).
2.6 Second Supplemental Indenture, dated as of December
12, 1996, between the Registrant and the Trustee,
incorporated by reference to Exhibit 4.03 to the
Registrant's Registration Statement on Form S-3
(No. 333-17831).
2
<PAGE> 3
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.
Dated: September 19, 1997 SMITH BARNEY HOLDINGS INC.
By: /s/ Mark I. Kleinman
------------------------
Mark I. Kleinman
Executive Vice President
and Treasurer
3
<PAGE> 4
EXHIBIT INDEX
Item No. Description
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2.1 Registration Statement on Form S-3 (No. 333-30175).
2.2 Preliminary Prospectus Supplement dated August 29,
1997 filed pursuant to Rule 424(b)(5) under the
Securities Act.
2.3 Form of Smith Barney S&P 500 Equity Linked Note due
October ___, 2003.
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).
2.6 Second Supplemental Indenture, dated as of December
12, 1996, between the Registrant and the Trustee,
incorporated by reference to Exhibit 4.03 to the
Registrant's Registration Statement on Form S-3
(No. 333-17831).
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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 IS 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 40 4
NO. ____ U.S. $____________
REPRESENTING ______
UNITS ($___ PER UNIT)
SMITH BARNEY HOLDINGS INC.
SMITH BARNEY S&P 500 EQUITY LINKED NOTE DUE OCTOBER ___, 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 _____________ Dollars ($_________________) (the "Principal
Amount") plus the Supplemental Redemption Amount (as defined below), if any, on
October ___, 2003. 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.
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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 __, 1997
SMITH BARNEY HOLDINGS INC.
By: Specimen
-------------------------------
Charles W. Scharf
Executive Vice President and
Chief Financial Officer
By: Specimen
-------------------------------
Mark I. Kleinman
Executive Vice President
and 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.
SMITH BARNEY S&P 500 EQUITY LINKED NOTE DUE OCTOBER __, 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 and the Second Supplemental Indenture
dated as of December 12, 1996 (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. Notwithstanding any of the foregoing, the Ending
Index Value, for purposes of calculating the Supplemental Redemption Amount,
shall not exceed the product of the Starting Index Value and 220%. "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.
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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.
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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 $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 ______% 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 Principal Amount plus the Supplemental
Redemption Amount, if any, with respect to this Security and any
<PAGE> 6
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.
---------------------------------------
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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.
<PAGE> 8
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:
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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.
