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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 3, 1997
Smith Barney Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-12484 06-1274088
--------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
388 Greenwich Street, New York, NY 10013
(Address of principal executive offices) (Zip Code)
(212) 816-6000
(Registrant's telephone number, including area code)
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SMITH BARNEY HOLDINGS INC.
CURRENT REPORT ON FORM 8-K
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibits:
Exhibit No. Description
1.01 Terms Agreement, dated October 3, 1997, among the
Company and Smith Barney Inc., Chase Securities Inc.,
Goldman, Sachs & Co., Lehman Brothers Inc., Morgan
Stanley & Co. Incorporated, NationsBanc Montgomery
Securities, Inc. and Salomon Brothers Inc, as
Underwriters, relating to the offer and sale of the
Company's 6 3/8% Notes due October 1, 2004.
4.01 Form of Note for the Company's 6 3/8% Notes due
October 1, 2004.
3
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 7, 1997 SMITH BARNEY HOLDINGS INC.
By: /s/ Mark I. Kleinman
-------------------------------
Mark I. Kleinman
Executive Vice President
and Treasurer
4
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Exhibit Index
Exhibit No. Description
1.01 Terms Agreement, dated October 3, 1997, among the
Company and Smith Barney Inc., Chase Securities Inc.,
Goldman, Sachs & Co., Lehman Brothers Inc., Morgan
Stanley & Co. Incorporated, NationsBanc Montgomery
Securities, Inc. and Salomon Brothers Inc, as
Underwriters, relating to the offer and sale of the
Company's 6 3/8% Notes due October 1, 2004.
4.01 Form of Note for the Company's 6 3/8% Notes due
October 1, 2004.
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EXHIBIT 1.01
TERMS AGREEMENT
October 3, 1997
Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Attention: Chief Financial Officer
Dear Sirs:
We understand that Smith Barney Holdings Inc., a Delaware corporation
(the "Company"), proposes to issue and sell $200,000,000 aggregate principal
amount of its 6 3/8% Notes due October 1, 2004 (the "Securities"). Subject to
the terms and conditions set forth herein or incorporated by reference herein,
we, as underwriters (the "Underwriters"), offer to purchase, severally and not
jointly, the principal amount of the Securities as set forth opposite our
respective names on the list attached hereto at 98.811% of the principal amount
thereof. The Closing Date shall be October 8, 1997 at 9:00 a.m. at the offices
of Smith Barney Holdings Inc., 388 Greenwich Street, New York, New York 10013.
The Securities shall have the following terms:
Title: 6 3/8% Notes due October 1, 2004
Maturity: October 1, 2004
Interest Rate: 6.375% per annum
Interest Payment
Dates: April 1 and October 1, commencing
April 1, 1998
Regular Record
Dates: March 15 and September 15
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Initial Price
To Public: 99.361% of the principal amount
thereof plus accrued interest
from October 1, 1997, to date of
payment and delivery
Redemption
Provisions: The Securities are not redeem-
able by the Company prior to
maturity
All the provisions contained in the document entitled "Smith Barney
Shearson Holdings Inc. - Debt Securities - Underwriting Agreement Basic
Provisions" and dated October 29, 1993 (the "Basic Provisions"), a copy of
which you have previously received, are, except as indicated below, herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Terms Agreement to the same extent as if the Basic Provisions had been set
forth in full herein. Terms defined in the Basic Provisions are used herein as
therein defined.
Basic Provisions varied with respect to this Term Agreement:
(A) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriters hereby agree that the
Securities will be in the form of Book-Entry Notes and shall be
delivered on October 8, 1997 against payment of the purchase price to
the Company by wire transfer in immediately available funds to such
accounts with such financial institutions as the Company may direct;
and
(B) In the first line of Section 2(a), delete "A registration statement
on Form S-3 (File No. 33-70340), including a prospectus, relating to
the Securities has been prepared" and insert in lieu thereof "Registra-
tion Statements on Form S-3 (File Nos. 333-17831 and 333-30175),
including a prospectus, relating to the Securities have been prepared."
In the tenth line of Section 2(a), delete "has been filed with the
Commission and has become effective. Such registration statement and
prospectus may have been amended or supplemented from time to time" and
insert in lieu thereof "have been filed with the Commission and have
become effective. Such registration statements and prospectus may have
been amended or supplemented from time to time." Any references in the
Basic Provisions to a Registration Statement shall be deemed a refer-
ence to such Registration Statements on Form S-3.
2
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The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Section 2720 to the By-Laws of the National Association of
Securities Dealers, Inc.
A. George Saks, Esq., is counsel to the Company. Skadden, Arps, Slate,
Meagher & Flom LLP is counsel to the Underwriters.
Please accept this offer no later than 9:00 p.m. on October 3, 1997, by
signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
"We hereby accept your offer, set forth in the Terms Agreement, dated
October 3, 1997, to purchase the Securities on the terms set forth therein."
Very truly yours,
SMITH BARNEY INC.
CHASE SECURITIES INC
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.
MORGAN STANLEY & CO.
INCORPORATED
NATIONSBANC MONTGOMERY
SECURITIES, INC.
SALOMON BROTHERS INC
By SMITH BARNEY INC.
By: /s/ Simon C.W. Hewett
---------------------------------
Name: Simon C.W. Hewett
Title: Managing Director
ACCEPTED:
SMITH BARNEY HOLDINGS INC.
By: /s/ Firoz Tarapore
-------------------------------
Name: Firoz Tarapore
Title: Assistant Treasurer
3
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<TABLE>
<CAPTION>
Underwriters Principal Amount
- ------------ ----------------
<S> <C>
Smith Barney Inc. $28,574,000
Chase Securities Inc. 28,571,000
Goldman, Sachs & Co. 28,571,000
Lehman Brothers Inc. 28,571,000
Morgan Stanley & Co. Incorporated 28,571,000
NationsBanc Montgomery Securities Inc. 28,571,000
Salomon Brothers Inc 28,571,000
-----------
Total $200,000,000
</TABLE>
4
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FORM OF NOTE EXHIBIT 4.01
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 DG 9
NO. ____ U.S. $____________
SMITH BARNEY HOLDINGS INC.
6 3/8% NOTE DUE OCTOBER 1, 2004
SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to SPECIMEN , or registered assigns, the
principal sum of ($_________________) on October 1, 2004 and to pay interest
thereon from October 1, 1997, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on April 1 and
October 1 in each year, commencing April 1, 1998, at the rate of 6 3/8% per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the March 15 or September 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not
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less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture.
Payment of the principal of and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; PROVIDED, HOWEVER, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth after the Trustee's certificate of authentication, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 8, 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.
6 3/8% NOTE DUE OCTOBER 1, 2004
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 $200,000,000.
The Securities of this series may not be redeemed prior to the Stated
Maturity of their principal amount.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of all the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Securities of this series are subject to satisfaction, discharge
and defeasance as provided in Section 403 of the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar, duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
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The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 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.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the first
page of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.
UNIF GIFT MIN ACT -- ________________________________________
(Cust)
as Custodian for ________________________________________
(Minor)
under Uniform Gifts to Minors Act of
________________________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[Please Insert Social Security Number or Other Identifying Number of Assignee:]
_______________________________________________________________________________
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
the within Security of Smith Barney Holdings Inc. and does hereby irrevocably
constitute and appoint
_______________________________________________________________________________
Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.
Dated: ____________________ _______________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the
first page of the within Security in every
particular, without alteration or enlargement or
any change whatever, and be guaranteed by the
endorser's bank or broker.
