8-A12B 1 y40192e8-a12b.txt SALOMON SMITH BARNEY HOLDINGS INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2000 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 SALOMON SMITH BARNEY HOLDINGS INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) New York 11-2418067 (STATE OF INCORPORATION (I.R.S. EMPLOYER OR ORGANIZATION) IDENTIFICATION NO.) 388 Greenwich Street, New York, New York 10013 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check the following box. |X| following box. |_| Securities Act registration statement file number to which this form relates: 333-38931 (IF APPLICABLE) Securities to be registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ 0.25% Notes Exchangeable for a Basket of American Stock Exchange Selected Technology Stocks, Due 2007 Securities to be registered pursuant to Section 12(g) of the Act: NONE ================================================================================ 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. For a description of the securities to be registered hereunder, reference is made to the information under the heading "Description of Debt Securities" on pages 7 through 15 of the Registrant's Prospectus, dated December 1, 1997 (Registration No. 333-38931) (the "Prospectus"), as supplemented by the information under the heading "Description of Registered Notes" on pages S-2 through S-21 of the Registrant's Prospectus Supplement relating to Medium-Term Notes, Series H and Series I, dated December 5, 1997 (the "Prospectus Supplement") which information is incorporated herein by reference and made part of this Registration Statement in its entirety, as well as to the additional information set forth below. The description of the Notes contained in the Pricing Supplement to be filed pursuant to Rule 424(b), which will contain the final terms of the Notes, is deemed to be incorporated herein by reference and made part of this Registration Statement in its entirety. ITEM 2. EXHIBITS. 99 (A). Prospectus, dated December 1, 1997 (incorporated by reference to the Registrant's filing under Rule 424(b)(3) dated February 5, 1998). 99 (B). Prospectus Supplement relating to Medium-Term Notes, Series H and Series I, dated December 5, 1997 (incorporated by reference to the Registrant's filing under Rule 424(b)(2) dated December 9, 1997). 99 (C). Form of Note (incorporated by reference to Exhibit 4(u)(ii) to the Registrant's Registration Statement No. 333-38931). 99 (D). Senior Debt Indenture between the Registrant and The First National Bank of Chicago (as successor trustee to Citibank N.A.), dated as of December 1, 1988 (incorporated by reference to Exhibit 8 to the Registrant's Current Report on Form 8-K dated December 29, 1988), as supplemented by a First Supplemental Indenture, dated as of September 7, 1990 (incorporated by reference to Exhibit 4(b) to the Registrant's Registration Statement No. 33-39502), a Second Supplemental Indenture, dated June 12, 1991 (incorporated by reference to Exhibit 4(c) to the Registrant's Registration Statement No. 33-41209), a Third Supplemental Indenture, dated as of July 1, 1992 (incorporated by reference to Exhibit 4(d) to the Registrant's Registration Statement No. 33-49136), a Fourth Supplemental Indenture, dated as of October 29, 1992 (incorporated by reference to Exhibit 4(e) to the Registrant's Registration Statement No. 33-57922), a Fifth Supplemental Indenture, dated as of December 14, 1993 (incorporated by reference to Exhibit 4(f) to the Registrant's Registration Statement No. 33-51269), a Sixth Supplemental Indenture, dated as of December 29, 1994 (incorporated by reference to Exhibit 4(j) to the Registrant's Registration Statement No. 333-01807), a Seventh Supplemental Indenture, dated as of February 1, 1996 (incorporated by reference to Exhibit 4(k) to the Registrant's Registration Statement No. 333-01807), an Eighth Supplemental Indenture, dated as of May 8, 1996 (incorporated by reference to Exhibit 4 to the Registrant's Current Report on Form 8-K dated April 29, 1996, a Ninth Supplemental Indenture, dated as of November 22, 1996 (incorporated by reference to Exhibit 4 to the Registrant's Current Report on Form 8-K dated November 20, 1996), a Tenth Supplemental Indenture, dated as of November 28, 1997 (incorporated by reference to Exhibit 4(l) to the Registrant's Registration Statement No. 333-38931) and an Eleventh Supplemental Indenture, dated as of July 1, 1999 (incorporated by reference to Exhibit 4(tt) to the Registrant's Registration Statement No. 333-38931). Other securities issued by Salomon Smith Barney Holdings Inc. are listed on the American Stock Exchange. 2 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized. Salomon Smith Barney Holdings Inc. (REGISTRANT) Date: September 6, 2000 By: /s/ Mark Kleinman --------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer 3 4 INDEX TO EXHIBITS Exhibit No. Exhibit 99 (A). Prospectus, dated December 1, 1997 (incorporated by reference to the Registrant's filing under Rule 424(b)(3) dated February 5, 1998). 99 (B). Prospectus Supplement relating to Medium-Term Notes, Series H and Series I, dated December 5, 1997 (incorporated by reference to the Registrant's filing under Rule 424(b)(2) dated December 9, 1997). 99 (C). Form of Note (incorporated by reference to Exhibit 4(u)(ii) to the Registrant's Registration Statement No. 333-38931). 99 (D). Senior Debt Indenture between the Registrant and The First National Bank of Chicago (as successor trustee to Citibank N.A.), dated as of December 1, 1988 (incorporated by reference to Exhibit 8 to the Registrant's Current Report on Form 8-K dated December 29, 1988), as supplemented by a First Supplemental Indenture, dated as of September 7, 1990 (incorporated by reference to Exhibit 4(b) to the Registrant's Registration Statement No. 33-39502), a Second Supplemental Indenture, dated June 12, 1991 (incorporated by reference to Exhibit 4(c) to the Registrant's Registration Statement No. 33-41209), a Third Supplemental Indenture, dated as of July 1, 1992 (incorporated by reference to Exhibit 4(d) to the Registrant's Registration Statement No. 33-49136), a Fourth Supplemental Indenture, dated as of October 29, 1992 (incorporated by reference to Exhibit 4(e) to the Registrant's Registration Statement No. 33-57922), a Fifth Supplemental Indenture, dated as of December 14, 1993 (incorporated by reference to Exhibit 4(f) to the Registrant's Registration Statement No. 33-51269), a Sixth Supplemental Indenture, dated as of December 29, 1994 (incorporated by reference to Exhibit 4(j) to the Registrant's Registration Statement No. 333-01807), a Seventh Supplemental Indenture, dated as of February 1, 1996 (incorporated by reference to Exhibit 4(k) to the Registrant's Registration Statement No. 333-01807), an Eighth Supplemental Indenture, dated as of May 8, 1996 (incorporated by reference to Exhibit 4 to the Registrant's Current Report on Form 8-K dated April 29, 1996, a Ninth Supplemental Indenture, dated as of November 22, 1996 (incorporated by reference to Exhibit 4 to the Registrant's Current Report on Form 8-K dated November 20, 1996), a Tenth Supplemental Indenture, dated as of November 28, 1997 (incorporated by reference to Exhibit 4(l) to the Registrant's Registration Statement No. 333-38931) and an Eleventh Supplemental Indenture, dated as of July 1, 1999 (incorporated by reference to Exhibit 4(tt) to the Registrant's Registration Statement No. 333-38931).