8-A12B 1 y53429e8-a12b.txt SALOMON SMITH BARNEY HOLDINGS INC 1 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 OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 388 Greenwich Street New York, New York 10013 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to General Instruction A.(c), please check the General Instruction A.(d), please check the following box. |X| following box. |_| Securities Act registration statement file number to which this form relates: 333-55650 (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 ------------------- ------------------------------ Equity Linked Securities (ELKS) based upon American Stock Exchange the Common Stock of Sun Microsystems, Inc. Due 2002
Securities to be registered pursuant to Section 12(g) of the Act: None (TITLE OF CLASS) 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 11 through 17 of the Registrant's Prospectus dated February 23, 2001 (Registration No. 333-55650), as supplemented by the information under the headings "Summary Information -- Q&A", "Risk Factors Relating to the ELKS" and "Description of the ELKS" on pages S-3 through S-6, S-7 through S-10 and S-11 through S-17, respectively, of the Registrant's related preliminary Prospectus Supplement, Subject to Completion, dated September 7, 2001, which information is incorporated herein by reference and made part of this Registration Statement in its entirety. The description of the ELKS contained in the final Prospectus Supplement and Prospectus to be filed pursuant to Rule 424(b), which will contain the final terms of the ELKS, 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 February 23, 2001, incorporated by reference from the Registrant's filing under Rule 424(b)(5) dated February 27, 2001. 99 (B). Preliminary Prospectus Supplement describing the Equity Linked Securities based upon the Common Stock of Sun Microsystems, Inc. Due 2002, Subject to Completion, dated September 7, 2001, incorporated by reference from the Registrant's filing under Rule 424(b)(2) dated September 10, 2001. 99 (C). Form of Note. 99 (D). Senior Debt Indenture between Salomon Smith Barney Holdings Inc. and The Bank of New York, dated as of October 27, 1993, incorporated by reference from Exhibit 3 to the Registrant's Current Report on Form 8-K dated October 27, 1993, as supplemented by a First Supplemental Indenture, dated as of November 28, 1997, incorporated by reference from Exhibit 99.04 to the Registrant's Current Report on Form 8-K dated December 9, 1997, and a Second Supplemental Indenture, dated as of July 1, 1999, incorporated by reference from Exhibit 4(vv) to Post-Effective Amendment No. 1 to Registration Statement No. 333-38931. Other securities issued by Salomon Smith Barney Holdings Inc. are listed on the American Stock Exchange. 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 21, 2001 By: /S/ GEOFFREY RICHARDS ------------------------------- Name: Geoffrey Richards Title: Vice President 4 INDEX TO EXHIBITS EXHIBIT NO. EXHIBIT ---------- ------- 99 (A). Prospectus dated February 23, 2001, incorporated by reference from the Registrant's filing under Rule 424(b)(5) dated February 27, 2001. 99 (B). Preliminary Prospectus Supplement describing the Equity Linked Securities based upon the Common Stock of Sun Microsystems, Inc. Due 2002, Subject to Completion, dated September 7, 2001, incorporated by reference from the Registrant's filing under Rule 424(b)(2) dated September 10, 2001. 99 (C). Form of Note. 99 (D). Senior Debt Indenture between Salomon Smith Barney Holdings Inc. and The Bank of New York, dated as of October 27, 1993, incorporated by reference from Exhibit 3 to the Registrant's Current Report on Form 8-K dated October 27, 1993, as supplemented by a First Supplemental Indenture, dated as of November 28, 1997, incorporated by reference from Exhibit 99.04 to the Registrant's Current Report on Form 8-K dated December 9, 1997, and a Second Supplemental Indenture, dated as of July 1, 1999, incorporated by reference from Exhibit 4(vv) to Post-Effective Amendment No. 1 to Registration Statement No. 333-38931.