<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1997
REGISTRATION NO. 333-30175
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SMITH BARNEY HOLDINGS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C>
DELAWARE 06-1274088
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
388 GREENWICH STREET
NEW YORK, NY 10013
(212) 816-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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A. GEORGE SAKS
SMITH BARNEY HOLDINGS INC.
GENERAL COUNSEL
388 GREENWICH STREET
NEW YORK, NY 10013
(212) 816-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable and from time to time on or after the effective date of this
Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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Pursuant to Rule 429, the Prospectus contained in this Registration
Statement will also be used in connection with the offering of up to
$234,012,465 principal amount of the Debt Securities previously registered
pursuant to the Company's Registration Statement (File No. 333-17831) and not
issued. In the event any such previously registered Debt Securities are offered
prior to the effective date of this Registration Statement, they will not be
included in any Prospectus hereunder.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JULY 15, 1997
PROSPECTUS
SMITH BARNEY HOLDINGS INC.
DEBT SECURITIES
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Smith Barney Holdings Inc. (the "Company") may offer from time to time its
debt securities (the "Securities") at an aggregate initial offering price not
expected to exceed $750,000,000 (or the equivalent in foreign denominated
currencies or composite currencies, based on the applicable exchange rate at the
time of offering), on terms to be determined by the Company at the time of sale.
When a particular series of Securities is offered (the "Offered Securities"), a
supplement to this Prospectus (the "Prospectus Supplement") will be delivered
with this Prospectus setting forth with respect to such series: the specific
designation, aggregate principal amount, maturity, purchase price,
denominations, currency, rate (which may be fixed or variable) and time of
payment of any interest, any sinking fund, any terms of redemption at the option
of the Company or the holder, any listing on a securities exchange and any other
variable terms.
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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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The Offered Securities sold by the Company will be sold directly, or
through agents designated from time to time, or through underwriters or dealers,
which may be a group of underwriters represented by one or more firms. If any
agents of the Company or any underwriters are involved in the sale by the
Company of Offered Securities, the names of such agents or underwriters and any
applicable fee, commission, purchase price or discount arrangements with them
will be set forth, or will be calculable from the information set forth, in the
Prospectus Supplement. The net proceeds to the Company from such sale will be
set forth in the Prospectus Supplement. The Company may also sell Offered
Securities directly to investors on its own behalf. This Prospectus, together
with an appropriate Prospectus Supplement, may also be used by Smith Barney Inc.
("Smith Barney"), a subsidiary of the Company, in connection with offers and
sales of the Offered Securities in market-making transactions at negotiated
prices related to prevailing market prices at the time of sale. Smith Barney may
act as principal or agent in such transactions.
, 1997
<PAGE> 3
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR SMITH BARNEY. THIS
PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER
OF ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THE PROSPECTUS SUPPLEMENT
RELATES, OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS OF THE COMPANY
OR ITS SUBSIDIARIES SINCE THE DATE HEREOF.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied at
the public reference facilities maintained by the Commission at: Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549; Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and Seven World Trade Center,
New York, New York 10048. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a
site on the World Wide Web, the address of which is http://www.sec.gov, that
contains reports, proxy and information statements and other information
regarding issuers, such as the Company, that file electronically with the
Commission. Certain of the Company's debt securities are listed on the New York
Stock Exchange, Inc. (the "NYSE") and such reports and other information can
also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
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The Company has filed with the Commission Registration Statements on Form
S-3 under the Securities Act of 1933, as amended (the "Act"), with respect to
the Securities. For further information with respect to the Company and the
Securities, reference is made to the Registration Statements and exhibits
thereto. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or document filed as an exhibit
to the Company's Registration Statements, each such statement being qualified in
all respects by such reference.
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES
OFFERED HEREBY, INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference the following documents heretofore
filed with the Commission pursuant to the Exchange Act:
1. Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1996.
2. Quarterly Report of the Company on Form 10-Q for the fiscal quarter
ended March 31, 1997.
3. Current Reports of the Company on Form 8-K dated January 21, 1997,
March 6, 1997, March 6, 1997, March 10, 1997, May 14, 1997, July 9,
1997 and July 15, 1997.
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All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the later of (i) the termination of the offering of Offered Securities hereby
and (ii) the date on which Smith Barney ceases offering and selling Offered
Securities pursuant to this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in an accompanying Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus except as
so modified or superseded.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
by reference in the Registration Statements of which this Prospectus forms a
part other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents. Requests should be directed to
Smith Barney Holdings Inc., 388 Greenwich Street, New York, New York 10013;
Attention: Treasurer; telephone (212) 816-6000.
THE COMPANY
The Company provides investment banking, asset management, brokerage and
other financial services through its wholly owned subsidiaries. Its principal
operating subsidiary is Smith Barney, an investment banking, securities trading
and brokerage firm that traces its origins back to 1873. As of March 31, 1997,
the Company employs approximately 10,500 financial consultants operating out of
approximately 443 branch offices.
The Company is an investment banking and securities trading and brokerage
firm serving United States and foreign corporations, governments and
institutional and individual investors. Its business includes securities,
options and commodities brokerage for domestic and international institutional
and individual clients; underwriting and distribution of securities; arranging
for the private placement of securities; assisting in mergers and acquisitions
and providing financial advisory services; market making and trading in
corporate debt and equity, United States government and agency, mortgage-related
and municipal securities and foreign exchange, futures and forward contracts;
consumer financing activities; securities lending activities; investment
management and advisory services; securities research, and other related
activities.
The Company's investment banking services include the underwriting of debt
and equity issues for United States and foreign corporations and for state,
local and other governmental and government sponsored authorities. Frequently,
the Company acts as managing underwriter in corporate and public securities
offerings. The Company also acts as a private placement agent for various
clients and as such helps to place securities for clients with large
institutions and other qualified investors. The Company also provides financial
advice to investment banking clients on a wide variety of transactions including
mergers and acquisitions, exchanges of securities and corporate restructurings.
The Company provides discretionary and non-discretionary asset management
and consulting services to a wide array of mutual funds and institutional and
individual investors, with respect to domestic and foreign equity and debt
securities, municipal bonds, money market instruments, and related options and
futures contracts. The Company typically receives ongoing fees from its asset
management and consulting clients, generally stated as a percentage of the
client's assets with respect to which the Company's services are rendered. At
March 31, 1997, such client assets in the aggregate exceeded $115 billion.
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The Company is a wholly owned subsidiary of Travelers Group Inc.
("Travelers Group"), a financial services holding company engaged, through its
subsidiaries, principally in four business segments: (i) Investment Services
(through the Company); (ii) Consumer Finance Services; (iii) Property & Casualty
Insurance Services; and (iv) Life Insurance Services. The periodic reports of
Travelers Group provide additional business and financial information concerning
that company and its consolidated subsidiaries.
The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013, telephone (212) 816-6000. The Company was incorporated
in Delaware in 1989.
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>
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The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by the fixed charges. For the
purpose of this ratio, fixed charges consist of interest expense and that
portion of rentals deemed representative of the appropriate interest factor.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement with
respect to the proceeds from the sale of any particular Offered Securities, the
Company intends to apply the net proceeds from the sale of Offered Securities
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.
DESCRIPTION OF SECURITIES
The following description of the terms of the Securities sets forth certain
general terms and provisions of the Securities to which any Prospectus
Supplement may relate. The particular terms of the Securities offered by any
Prospectus Supplement (the "Offered Securities") and the extent, if any, to
which such general provisions may apply to the Securities so offered will be
described in the Prospectus Supplement relating to such Securities.
The Securities will be issued under an indenture, between the Company and a
trustee, that has been or will be filed as an exhibit to or incorporated by
reference in the Registration Statements of which this Prospectus forms a part.
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Securities will be issued under an Indenture dated as of May 15, 1993, between
the Company and Citibank, N.A., as Trustee (the "Trustee"), as supplemented by
the First Supplemental Indenture dated as of September 1, 1993, between the
Company and the Trustee and the Second Supplemental Indenture dated as of
December 12, 1996, between the Company and the Trustee (the indenture as so
supplemented is hereinafter referred to as the "Indenture"). The following
summary of certain provisions of the Indenture does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the Indenture,
a copy of which has been incorporated by reference or filed as an exhibit to the
Registration Statements of which this Prospectus forms a part. Capitalized terms
used and not otherwise defined in this section shall have the meanings assigned
to them in the Indenture. Parenthetical section references refer to sections of
the Indenture.
GENERAL
The Securities will be unsecured general obligations of the Company. As a
holding company, the Company's sources of funds are derived principally from
advances and dividends from subsidiaries, certain of
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which are subject to regulatory considerations, and from sales of assets and
investments. The Indenture provides that the Securities and other unsecured debt
securities of the Company, without limitation as to aggregate principal amount,
may be issued in one or more series, and a single series may be issued at
various times, with different maturity dates and different interest rates, in
each case as authorized from time to time by the Company. One or more series of
the Securities may be issued with the same or various maturities at par or at a
discount.
Reference is made to the Prospectus Supplement relating to a particular
series of Securities for the following terms, where applicable, of the Offered
Securities:
(1) the designation of the Offered Securities;
(2) any limit on the aggregate principal amount of the Offered
Securities and, if applicable, the method for determining the amount of
principal payable at maturity;
(3) the date or dates on which the principal of, and premium, if any,
on the Offered Securities shall be payable, or the method by which such
date or dates shall be determined;
(4) the rate or rates (which may be fixed or variable) at which the
Offered Securities shall bear interest, if any, the date or dates from
which any such interest shall accrue, or the method by which such rate or
rates shall be determined, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date for the interest
payable on any Interest Payment Date;
(5) the place or places where the principal of, premium, if any, and
interest on the Offered Securities shall be payable;
(6) if applicable, the period or periods within which or the date or
dates on which, the price or prices at which and the terms and conditions
upon which the Offered Securities may be redeemed, in whole or in part, at
the option of the Company;
(7) the obligation, if any, of the Company to redeem or purchase the
Offered Securities pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which the
Offered Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;
(8) any special provisions relating to the issuance of any Bearer
Securities of any series;
(9) if other than Dollars, the currency of denomination of the Offered
Securities, and the currency or currencies in which payment of the
principal of, premium, if any, and interest on the Offered Securities will
be made;
(10) any deletions from, modifications of or additions to the Events
of Default or covenants of the Company set forth in the Indenture
pertaining to the Offered Securities;
(11) the form of the Offered Securities and Coupons, if any, and if
the Offered Securities are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of such series)
only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and/or terms of such
certificates, documents or conditions;
(12) whether the Offered Securities shall be issued in whole or in
part in global form, including Book-Entry Securities, and the Depositary
for such Global Securities; and
(13) any other terms of the Offered Securities not inconsistent with
the provisions of the Indenture (SECTION 301).
Under the Indenture, the Company may authorize the issuance and provide the
terms of a series of Securities pursuant to a supplemental indenture or pursuant
to a resolution of its Board of Directors, any duly authorized committee of the
Board or any committee of officers or other representatives of the Company duly
authorized by the Board of Directors for such purpose. The provisions of the
Indenture provide the Company with the ability, in addition to the ability to
issue Securities with terms different from those of Securities
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previously issued, to "reopen" a previous issue of a series of Securities and to
issue additional Securities of such series.
The Securities will be issuable as Registered Securities, as Bearer
Securities or both. Securities of a series may be issuable in the form of one or
more Global Securities, as described below under "Global Securities." Unless
otherwise provided in the Prospectus Supplement accompanying this Prospectus,
Registered Securities denominated in United States dollars will be issued only
in denominations of $1,000 or any integral multiple thereof, and Bearer
Securities denominated in United States dollars will be issued only in
denominations of $5,000 or any integral multiple thereof (SECTION 302). The
Prospectus Supplement relating to Offered Securities denominated in a foreign or
composite currency will specify the denomination thereof (SECTION 302).
DENOMINATIONS, REGISTRATION AND TRANSFER
At the option of the Holder upon request confirmed in writing, and subject
to the terms of the Indenture, Bearer Securities (with all unmatured Coupons,
except as provided below) of any series will be exchangeable into an equal
aggregate principal amount of Registered Securities or Bearer Securities of the
same series (with the same interest rate and maturity date), and Registered
Securities of any series will be exchangeable into an equal aggregate principal
amount of Registered Securities of the same series (with the same interest rate
and maturity date), of different authorized denominations. If a Holder
surrenders Bearer Securities in exchange for Registered Securities between a
Regular Record Date or, in certain circumstances, a Special Record Date, and the
relevant Interest Payment Date, such Holder will not be required to surrender
the Coupon relating to such interest payment date. Registered Securities may not
be exchanged for Bearer Securities (SECTION 305).
Securities may be presented for exchange, and Registered Securities (other
than a Global Security) may be presented for registration of transfer, at the
office of any transfer agent or at the office of the Security Registrar. No
service charge will be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. All Registered
Securities presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) be duly endorsed by, or
accompanied by a written instrument of transfer in a form satisfactory to the
Company and the Security Registrar duly executed by, the Holder or his attorney
duly authorized in writing (SECTION 305). Bearer Securities will be transferable
by delivery.
Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. If the Offered Securities are Original Issue Discount
Securities, the special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto. As defined in the Indenture, "Original Issue Discount Security" means
any security which provides for an amount less than the principal amount thereof
to be due and payable upon a declaration of acceleration of the Maturity thereof
upon the occurrence of an Event of Default and the continuation thereof
(SECTIONS 101 AND 502).
PAYMENT AND PAYING AGENTS
Payment of principal of and premium, if any, on Registered Securities
(other than a Global Security) will be made in the designated currency against
surrender of such Securities at the principal corporate trust office of the
Trustee in The City of New York. Unless otherwise indicated in the Prospectus
Supplement, payment of any installment of interest on Registered Securities will
be made to the person in whose name such Security is registered at the close of
business on the Regular Record Date for such interest. Unless otherwise
indicated in the Prospectus Supplement, payments of such interest will be made
at the principal corporate trust office of the Trustee in The City of New York,
or by a check mailed to the Holder at such Holder's registered address (SECTIONS
307 AND 901).
Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency and in the manner designated in the
Prospectus Supplement, subject to any applicable laws and regulations, at such
paying agencies outside the United States as the Company may appoint from time
to time.
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The paying agents outside the United States initially appointed by the Company
for a series of Securities will be named in the Prospectus Supplement. The
Company may terminate the appointment of any of the paying agents from time to
time, except that the Company will maintain at least one paying agent in The
City of New York for payments with respect to Registered Securities and such
other paying agents as shall be required (SECTION 902).
All moneys paid by the Company to a paying agent for the payment of
principal of or premium, if any, or interest on any Security that remain
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company together with
interest accrued thereon, if any, and the Holder of such Security or any Coupon
appertaining thereto will thereafter look only to the Company for payment
thereof (SECTION 903).
GLOBAL SECURITIES
The Securities of a series may be issued in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
depository identified in the Prospectus Supplement relating to such series
(SECTION 301 AND 303).
The specific terms of the depository arrangement with respect to a series
of Offered Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise indicated in any accompanying Prospectus
Supplement, the following provisions will apply to any depository arrangements.
Global Securities will be deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of DTC or its nominee. Except
as set forth below or in an accompanying Prospectus Supplement, Global
Securities 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.
DTC has advised the Company that it is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations ("Direct Participants"). DTC is owned by a number of its Direct
Participants and by the NYSE, the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. (the "NASD"). Access to the DTC system
is also available to others, such as securities brokers and dealers, banks and
trust companies that clear transactions through or maintain a direct or indirect
custodial relationship with a Direct Participant, either directly or indirectly.
The rules applicable to DTC and its Participants are on file with the
Commission.
Upon the issuance by the Company of a Global Security, DTC will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to the accounts of
participants. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in Global Securities will be shown on, and the
transfer of such interests will be effected only through, records maintained by
DTC or its nominee (with respect to beneficial interests of participants) or by
participants or persons that may hold interests through participants (with
respect to beneficial interests of beneficial ownership). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in certificated form. Such limits and such laws may impair
the ability to transfer beneficial interests in Global Securities.
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So long as DTC or its nominee is the registered owner of the Global
Securities, DTC or its nominee, as the case may be, will be considered the sole
owner or holder of the Securities represented by such Global Securities for all
purposes under the Indenture. Except as provided in an accompanying Prospectus
Supplement, owners of beneficial interests in Global Securities will not be
entitled to have Securities represented by such Global Securities registered in
their names, will not receive or be entitled to receive physical delivery of
such Securities in certificated form and will not be considered the owners or
holders thereof under the Indenture.
COVENANTS
Limitations on Liens. The Company has agreed that it will not, and will
not permit any Subsidiary to, incur, issue, assume or guarantee any Indebtedness
if such Indebtedness is secured by a pledge of, lien on, or security interest in
any shares of Voting Stock of any Significant Subsidiary, whether such Voting
Stock is now owned or is hereafter acquired, without providing that each series
of Securities issued under the Indenture (together with, if the Company shall so
determine, any other indebtedness or obligations of the Company or any
Subsidiary ranking equally with such Securities and then existing or thereafter
created) shall be secured equally and ratably with such Indebtedness. The
foregoing limitation shall not apply to indebtedness secured by a pledge of,
lien on or security interest in any shares of Voting Stock of any corporation at
the time it becomes a Significant Subsidiary (SECTION 905).
Limitations on Mergers and Sales of Assets. The Company may not
consolidate or merge with or into any other corporation or sell, lease, transfer
or otherwise dispose of all or substantially all its assets to another Person
unless (a) the successor Person (if other than the Company) is organized and
existing under the laws of the United States of America or a State thereof or
the District of Columbia and assumes payment of the principal of and interest on
the Securities and the performance and the observance of the Indenture and (b)
such successor Person (or the Company) shall not, immediately after such merger
or consolidation, be in default in the performance of any covenant or condition
of the Indenture (SECTION 701).
Limitation on Indebtedness of a Subsidiary. As of September 1, 1993, the
First Supplemental Indenture, among other things, added a covenant of the
Company to the effect that for so long as any Securities are Outstanding, the
Company will not permit Smith Barney (Delaware) Inc. (formerly Smith Barney
Inc.), one of its Subsidiaries, to incur or suffer to exist any Indebtedness
(SECTION 908).
Certain Definitions. The term "Indebtedness" means any and all obligations
of a corporation for money borrowed which in accordance with generally accepted
accounting principles would be reflected on the balance sheet of such
corporation as a liability on the date as of which Indebtedness is to be
determined. The term "Significant Subsidiary" means a Subsidiary, including its
Subsidiaries, which meets any of the following conditions: (a) the Company's and
its other Subsidiaries' investments in and advances to the Subsidiary exceed 10
percent of the total assets of the Company and its Subsidiaries consolidated as
of the end of the most recently completed fiscal year; (b) the Company's and its
other Subsidiaries' proportionate share of the total assets (after intercompany
eliminations) of the Subsidiary exceeds 10 percent of the total assets of the
Company and its Subsidiaries consolidated as of the end of the most recently
completed fiscal year; or (c) the Company's and its other Subsidiaries' equity
in the income from continuing operations before income taxes, extraordinary
items and cumulative effect of a change in accounting principles of the
Subsidiary exceeds 10 percent of such income of the Company and its Subsidiaries
consolidated for the most recently completed fiscal year. The term "Subsidiary"
means a corporation more than 50% of the outstanding Voting Stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. The term
"Voting Stock" means capital stock the holders of which have general voting
power under ordinary circumstances to elect at least a majority of the board of
directors of a corporation, provided that, for the purposes of such definition,
capital stock which carries only the right to vote conditioned on the happening
of an event shall not be considered voting stock whether or not such event shall
have happened (SECTIONS 101 AND 905).
The use of the term "all or substantially all" in Indenture provisions such
as the covenant regarding the limitations on mergers and sales of assets has not
been interpreted under New York law (which is the
8
<PAGE> 10
governing law of the Indenture) to represent a specific quantitative test.
Accordingly, there may be a degree of uncertainty in ascertaining whether a
particular transaction would involve a disposition of "all or substantially all"
of the assets of a person, which uncertainty should be considered by prospective
purchasers of Offered Securities.
MODIFICATION AND WAIVER OF THE INDENTURE
Modifications and amendments to the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Outstanding Securities of each series affected thereby; provided,
however, that no such modification or amendment may, without the consent of the
Holder of each Outstanding Security affected thereby, (a) change the stated
maturity date of the principal of, or any installment of principal of or
interest on, any Security issued under the Indenture, (b) reduce the principal
amount of, or the premium, if any, or interest, if any, on, any Security, (c)
reduce the amount of principal of any Original Issue Discount Security payable
upon acceleration of the Maturity thereof, (d) change the coin or currency in
which any Securities or premium, if any, or interest, if any, thereon is
payable, or (e) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults (SECTION
802).
Modifications and amendments of the Indenture may be made by the Company
and the Trustee without the consent of any Holder to evidence a successor to the
Company, to add to the Company's covenants or Events of Default, to permit or
facilitate Securities to be issued by book-entry or in bearer form or relating
to the place of payment thereof, to provide for a successor trustee, to
establish forms or terms of Securities, to change or eliminate any provision not
adversely affecting any interests of Holders of Outstanding Securities in any
material respect or to cure any ambiguity or inconsistency (SECTION 801).
The Holders of a majority in principal amount of the Outstanding Securities
of any series may on behalf of the Holders of all Securities of that series
waive, insofar as that series is concerned, compliance by the Company with
certain restrictive provisions of the Indenture (SECTION 906). The Holders of a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all Securities of that series waive any past default
under the Indenture with respect to Securities of that series, except a default
in the payment of the principal of, or premium, if any, or interest, if any, on,
any Security of that series or in respect of any provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Security of that series affected (SECTION 511).
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
Securities of any series: (a) failure to pay principal of or premium, if any, on
any Security of that series at its Maturity; (b) failure to pay any interest on
any Security of that series when due, continued for 30 days; (c) failure to
deposit any sinking fund payment, when due, in respect of any Security of that
series; (d) any other defaults in the performance, or breach, of any covenant of
the Company in the Indenture, continued for 60 days after written notice of such
default or breach from the Trustee or the Holders of at least 25% in principal
amount of the Outstanding Securities of that series; (e) the occurrence of a
default in payment of any debt that results from borrowings in excess of
$50,000,000 or any interest thereon, for a period longer than the specified
period of grace, which default shall have resulted in acceleration of the
maturity of such debt without such acceleration having been rescinded after due
notice in writing to the Company of such default by the Trustee or by such
notice to the Company and the Trustee by Holders of at least 10% of the
principal amount of the Outstanding Securities of that series; (f) certain
events of bankruptcy, insolvency or reorganization; and (g) any other Event of
Default provided with respect to Securities of that series (SECTION 501).
In accordance with applicable provisions of the Trust Indenture Act of
1939, as amended (the "TIA"), the Trustee is required to give the Holders notice
of all defaults known to the Trustee within 90 days after the occurrence
thereof, in the manner and to the extent provided by the TIA. The TIA further
provides that except in the case of default in the payment of the principal of
or interest on any indenture security, or in the
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<PAGE> 11
payment of any sinking fund or purchase fund installment, the Trustee shall not
be required to give such notice if it determines that withholding the notice is
in the interests of the indenture security holders.
If an Event of Default with respect to Outstanding Securities of any series
shall occur and be continuing, either the Trustee or the Holders of at least 25%
in principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all Securities of that series to be due and payable
immediately. However, at any time after a declaration of acceleration with
respect to Securities of any series has been made, but before a judgment or
decree based on such acceleration has been obtained, the Holders of a majority
in principal amount of Outstanding Securities of that series may, under certain
circumstances, rescind and annul such acceleration (SECTION 502). For
information as to waiver of defaults, see "Modification of the Indenture,"
above. Reference is made to the Prospectus Supplement relating to each series of
Offered Securities that are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture provides that, subject to the provisions of the TIA, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to the Trustee reasonable indemnity (Section
601). Subject to such provisions for indemnification of the Trustee, the Holders
of a majority in principal amount of the Outstanding Securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Securities of that series
(SECTION 510).
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance (SECTION 907).
DEFEASANCE
The Indenture provides that, if specified with respect to the Securities of
a particular series, the Company (a) shall be discharged from its obligations in
respect of the Securities of such series ("defeasance and discharge"), or (b)
may cease to comply with the restrictive covenants ("covenant defeasance") in
Article Seven (Consolidation, Merger or Sale), Section 905 (Limitations on
Liens) and Section 908 (Limitation on Indebtedness of Smith Barney (Delaware)
Inc. (formerly Smith Barney Inc.)), and any such omission shall not be an Event
of Default with respect to the Securities of such series, in each case at any
time prior to the Stated Maturity or redemption thereof, when the Company has
irrevocably deposited with the Trustee, in trust, (i) sufficient funds in the
currency or currency unit in which the Securities are denominated to pay the
principal of (and premium, if any), and interest to Stated Maturity (or
redemption) on, the Securities of such series, or (ii) such amount of direct
obligations of, or obligations the principal of and interest on which are fully
guaranteed by, the government which issued the currency in which the Securities
are denominated, and which are not subject to prepayment, redemption or call, as
will, together with the predetermined and certain income to accrue thereon
without consideration of any reinvestment thereof, be sufficient to pay when due
the principal of (and premium, if any), and interest to Stated Maturity (or
redemption) on, the Securities of such series. Such defeasance and discharge and
covenant defeasance are conditioned upon the Company's delivery of an opinion of
counsel that the Holders of the Securities of such series will have no federal
income tax consequences as a result of such deposit, and will be taxed in the
same manner as if no defeasance and discharge or covenant defeasance, as the
case may be, had occurred. Upon such defeasance and discharge, the Holders of
the Securities of such series shall no longer be entitled to the benefits of the
Indenture, except for the purposes of registration of transfer and exchange of
the Securities of such series and replacement of lost, stolen or mutilated
Securities and shall look only to such deposited funds or obligations for
payment (SECTION 403).
CONCERNING THE TRUSTEE
Citibank, N.A. is the Trustee under the Indenture. The Company and its
affiliates have and may from time to time in the future have banking
relationships with the Trustee in the ordinary course of business.
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<PAGE> 12
PLAN OF DISTRIBUTION
The Company may offer the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly; (iii) through agents; or (iv)
through a combination of any such methods of sale. The Prospectus Supplement
with respect to an offering of Offered Securities will set forth the terms of
such offering, including the name or names of any underwriters, the purchase
price of the Offered Securities and the proceeds to the Company from such sale,
any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
such Offered Securities may be listed.
If underwriters are used in an offering of Securities, such Securities will
be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the time of
sale. The Securities may be either offered to the public through underwriting
syndicates represented by one or more managing underwriters or by underwriters
without a syndicate. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase Offered Securities will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all such Offered Securities if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
In connection with underwritten offerings of the Securities and in
accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions which stabilize, maintain or otherwise affect
the market price of the Securities at levels above those which might otherwise
prevail in the open market, including by entering stabilizing bids, effecting
syndicate covering transactions or imposing penalty bids. A stabilizing bid
means the placing of any bid, or the effecting of any purchase, for the purpose
of pegging, fixing or maintaining the price of a security. A syndicate covering
transaction means the placing of any bid on behalf of the underwriting syndicate
or the effecting of any purchase to reduce a short position created in
connection with the offering. A penalty bid means an arrangement that permits
the managing underwriter to reclaim a selling concession from a syndicate member
in connection with the offering when Securities originally sold by the syndicate
member are purchased in syndicate covering transactions. Such transactions may
be effected in the over-the-counter market or otherwise. Underwriters are not
required to engage in any of these activities. Any such activities, if
commenced, may be discontinued at any time.
Offered Securities also may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Securities in respect of which this Prospectus is
delivered will be named, and the terms of any such agency (including any
commissions payable by the Company to such agent) will be set forth, in the
applicable Prospectus Supplement. Unless otherwise indicated in such Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.
As one of the means of direct issuance of Offered Securities, the Company
may utilize the services of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the Offered Securities among potential
purchasers who are eligible to participate in the auction or offering of such
Offered Securities, if so described in the applicable Prospectus Supplement.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
The anticipated date of delivery of Offered Securities will be as set forth
in the Prospectus Supplement relating to the offering of such Securities.
This Prospectus together with an applicable Prospectus Supplement may also
be used by Smith Barney, a subsidiary of the Company, in connection with offers
and sales of the Securities in market-making transactions
11
<PAGE> 13
at negotiated prices related to prevailing market prices at the time of sale.
Smith Barney may act as principal or agent in such transactions. Smith Barney
has no obligation to make a market in any of the Securities and may discontinue
any market-making activities at any time without notice, at its sole discretion.
The Securities issued hereunder will be new issues of securities with no
established trading market, and no assurance can be made as to the existence or
liquidity of a trading market for such Securities.
Smith Barney, a member of the NASD and an affiliate of the Company, may
participate in distributions of the Offered Securities. Accordingly, the
offerings of Offered Securities will conform with the requirements of Rule 2720
of the Conduct Rules of the NASD regarding a NASD member firm's underwriting of
securities of an affiliate.
Underwriters, dealers and agents may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Act. Underwriters, dealers and
agents may engage in transactions with, or perform services for, the Company and
affiliates of the Company.
ERISA MATTERS
By virtue of the Company's affiliation with certain of its subsidiaries and
certain subsidiaries of Travelers Group, including insurance company
subsidiaries and Smith Barney, that provide services to many employee benefit
plans, including investment advisory and asset management activities, the
Company, Travelers Group and any direct or indirect subsidiary of either of them
may each be considered a "party in interest" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and a
"disqualified person" under corresponding provisions of the Internal Revenue
Code of 1986 (the "Code"), with respect to many employee benefit plans.
"Prohibited transactions" within the meaning of ERISA and the Code may result if
the Securities are acquired by an employee benefit plan with respect to which
the Company, Travelers Group or any direct or indirect subsidiary of either is a
party in interest, unless such Securities are acquired pursuant to an applicable
exemption. Any employee benefit plan or other entity subject to such provisions
of ERISA or the Code proposing to acquire the Securities should consult with its
legal counsel.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by A. George Saks, Esq., General Counsel of the Company, Smith Barney Holdings
Inc., 388 Greenwich Street, New York, New York 10013, or by counsel to be
identified in the Prospectus Supplement. Mr. Saks, Executive Vice President,
General Counsel and Secretary of Smith Barney, beneficially owns, or has rights
to acquire under Travelers Group's employee benefit plans, an aggregate of less
than 1% of Travelers Group Common Stock.
The validity of the Offered Securities will be passed upon for the
underwriters or agents by counsel to be identified in the Prospectus Supplement.
EXPERTS
The consolidated financial statements and financial statement 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.
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<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee.............................................. $156,360
NASD registration fee............................................. 30,500
Blue Sky fees and expenses........................................ 5,000
Printing.......................................................... 75,000
Legal fees and expenses........................................... 50,000
Fees of Independent Auditors...................................... 55,000
Fee of Indenture Trustee.......................................... 80,000
Miscellaneous expenses............................................ 3,140
--------
Total expenses.......................................... $855,000
========
</TABLE>
Except for the SEC and NASD registration fees, all of the foregoing are
estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) and (b)
of Section 145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or
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<PAGE> 15
officer of the corporation against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145. Article IX of the Company's Restated By-laws
provides that the Company shall indemnify to the full extent authorized by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the Company or serves or served any other enterprise as a director, officer or
employee at the request of the Company or any subsidiary of the Company.
Travelers Group Inc. also provides liability insurance for its directors
and officers and the directors and officers of its subsidiaries, including the
Company and Smith Barney. This insurance provides for coverage against loss from
claims made against directors and officers in their capacity as such, including,
subject to certain exceptions, liabilities under the Federal securities laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article FIFTH of the
Company's Restated Certificate of Incorporation limits the liability of
directors to the fullest extent permitted by the DGCL.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<S> <C>
1.01 Form of Underwriting Agreement Basic Provisions, incorporated by reference to
Exhibit 1.01 to the Company's Registration Statement on Form S-3 (File No. 33-70340)
(the "Registration Statement").
4.01 Indenture, dated as of May 15, 1993, between the Company and Citibank, N.A., as
Trustee (the "Trustee"), incorporated by reference to Exhibit 4.01 to the Company's
Registration Statement on Form S-3 (File No. 33-78010).
4.02 First Supplemental Indenture, dated as of September 1, 1993, between the Company and
the Trustee, incorporated by reference to Exhibit 4.02 to the Registration
Statement.
4.03 Second Supplemental Indenture, dated as of December 12, 1996, between the Company
and the Trustee, incorporated by reference to Exhibit 4.03 to the Company's
Registration Statement on Form S-3 (No. 333-17831).
5.01 Opinion of A. George Saks, General Counsel of the Company, as to the legality of
securities being registered.*
12.01 Computation of ratio of earnings to fixed charges, incorporated by reference to
Exhibit 12.01 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (File No. 1-12484) and to Exhibit 12.01 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1997 (File No. 1-12484).
23.01 Consent of Coopers & Lybrand L.L.P., Independent Auditors.
23.02 Consent of Counsel (included in Exhibit 5.01).*
24.01 Powers of Attorney of certain directors of the Company.*
25.01 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Citibank,
N.A., Trustee.*
</TABLE>
- ---------------
Previously filed.
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<PAGE> 16
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
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<PAGE> 17
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, this 15th day of
July, 1997.
SMITH BARNEY HOLDINGS INC.
(Registrant)
By: /s/ JAMES DIMON
------------------------------------
James Dimon
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities indicated on this 15th day of July, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ JAMES DIMON Chairman of the Board, Chief Executive Officer
- --------------------------------------------- (Principal Executive Officer) and Director
James Dimon
/s/ CHARLES W. SCHARF Executive Vice President and Chief Financial
- --------------------------------------------- Officer
Charles W. Scharf (Principal Financial Officer)
/s/ MICHAEL J. DAY Executive Vice President and Controller
- --------------------------------------------- (Principal
Michael J. Day Accounting Officer)
* Director
- ---------------------------------------------
Steven D. Black
* Director
- ---------------------------------------------
James S. Boshart, III
* Director
- ---------------------------------------------
Robert A. Case
* Director
- ---------------------------------------------
Robert Druskin
* Director
- ---------------------------------------------
Joan Guggenheimer
* Director
- ---------------------------------------------
Robert H. Lessin
</TABLE>
II-5
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
* Director
- ---------------------------------------------
William J. Mills, II
* Director
- ---------------------------------------------
Jay Mandelbaum
* Director
- ---------------------------------------------
Michael B. Panitch
* Director
- ---------------------------------------------
A. George Saks
/s/ CHARLES W. SCHARF Director
- ---------------------------------------------
Charles W. Scharf
* Director
- ---------------------------------------------
Paul Underwood
*By /s/ JAMES DIMON
- ---------------------------------------------
James Dimon
(Attorney-in-fact)
</TABLE>
II-6
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ------------------------------------------------------------------------ -------------
<S> <C> <C>
1.01 Form of Underwriting Agreement Basic Provisions, incorporated by
reference to Exhibit 1.01 to the Company's Registration Statement on
Form S-3 (File No. 33-70340) (the "Registration Statement").
4.01 Indenture, dated as of May 15, 1993, between the Company and Citibank,
N.A., as Trustee (the "Trustee"), incorporated by reference to Exhibit
4.01 to the Company's Registration Statement on Form S-3 (File No.
33-78010).
4.02 First Supplemental Indenture, dated as of September 1, 1993, between the
Company and the Trustee, incorporated by reference to Exhibit 4.02 to
the Registration Statement.
4.03 Second Supplemental Indenture, dated as of December 12, 1996, between
the Company and the Trustee, incorporated by reference to Exhibit 4.03
to the Company's Registration Statement on Form S-3 (No. 333-17831).
5.01 Opinion of A. George Saks, General Counsel of the Company, as to the
legality of securities being registered.*
12.01 Computation of ratio of earnings to fixed charges, incorporated by
reference to Exhibit 12.01 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 (File No. 1-12484) and to
Exhibit 12.01 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1997 (File No. 1-12484).
23.01 Consent of Coopers & Lybrand L.L.P., Independent Auditors.
23.02 Consent of Counsel (included in Exhibit 5.01).*
24.01 Powers of Attorney of certain directors of the Company.*
25.01 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of Citibank, N.A., Trustee.*
</TABLE>
- ---------------
* Previously Filed.
<PAGE> 1
EXHIBIT 23.01
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of Smith Barney Holdings Inc.:
We consent to the incorporation by reference in the amendment to the
Registration Statement of Smith Barney Holdings Inc. (the "Company") on Form
S-3, filed with the Securities and Exchange Commission on or about July 15,
1997, of our report dated January 15, 1997 on our audits of the consolidated
financial statements and financial statement schedules of Smith Barney
Holdings Inc. and Subsidiaries as of December 31, 1996 and 1995 and for the
three years in the period ended December 31, 1996, which report is included in
the Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 1996. We also consent to the reference to our firm under the
caption "Experts."
/s/ Coopers & Lybrand L.L.P.
New York, New York
July 15, 1997
