8-A12B 1 y54252e8-a12b.txt SALOMON SMITH BARNEY HOLDINGS INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 SALOMON SMITH BARNEY HOLDINGS INC. TARGETS TRUST XII (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK DELAWARE (STATE OF INCORPORATION (STATE OF INCORPORATION OR ORGANIZATION) OR ORGANIZATION) 11-2418067 13-4105722 (I.R.S. EMPLOYER IDENTIFICATION NO.) (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 If this Form relates to the registration of a class of securities pursuant to Section 12(b) a class of securities pursuant to Section of the Exchange Act and is effective pursuant 12(g) of the Exchange Act and is effective to General Instruction A.(c), please check the pursuant to General Instruction A.(d), following box.[x] please check the following box.[ ] Securities Act registration statement file number to which 333-69230 (If applicable) this form relates: 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 ------------------------- --------------------------------- Targeted Growth Enhanced Terms Securities American Stock Exchange ("TARGETSSM") With Respect to the Common Stock of Pfizer Inc.
Securities to be registered pursuant to Section 12(g) of the Act: None (TITLE OF CLASS) ================================================================================ ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED. For a description of the securities to be registered hereunder, reference is made to the information under the headings "Summary," "Risk Factors," and "Description of the TARGETS" on pages 2 through 13, 14 through 17 and 25 through 40, respectively, of the registrants' Prospectus, Subject to Completion, dated October 2, 2001 (Registration No. 333-69230), which information is hereby incorporated herein by reference and made part of this registration statement in its entirety. ITEM 2. EXHIBITS. 99 (A). Prospectus, Subject to Completion, dated October 2, 2001, incorporated by reference to the registrants' filing under Rule 424(b) with the Securities and Exchange Commission on October 5, 2001 (No. 333-69230). 99 (B). Certificate of Trust of TARGETS Trust XII, incorporated by reference to Exhibit 4(g) to the registration statement on Form S-3 of Salomon Smith Barney Holdings Inc. (the "Company") and TARGETS Trust XII filed with the Securities and Exchange Commission on March 17, 2000 (No. 333-32792) (the "Registration Statement"). 99 (C). Form of Amended and Restated Declaration of Trust of TARGETS Trust XII, incorporated by reference to Exhibit 4(m) to the Registration Statement. 99 (D). Form of TARGETS Guarantee Agreement between the Company and The Chase Manhattan Bank, as Guarantee Trustee, incorporated by reference to Exhibit 4(n) to the Registration Statement. 99 (E). Form of Indenture between the Company and The Chase Manhattan Bank, as Trustee, incorporated by reference to Exhibit 4(o) to the Registration Statement. 99 (F). Form of TARGETS (included in Exhibit 99(C)). 99 (G). Form of Forward Contract (included in Exhibit 99(E)). Other securities issued by the Company are listed on the American Stock Exchange. 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: October 24, 2001 By: S/Mark I. Kleinman ------------------------------- Name: Mark I. Kleinman Title: Managing Director TARGETS TRUST XII ---------------------------------- (Registrant) Date: October 24, 2001 By: S/Mark I. Kleinman ------------------------------- Name: Mark I. Kleinman Title: Regular Trustee INDEX TO EXHIBITS EXHIBIT NO. EXHIBIT ----------- ------- 99(A). Prospectus, Subject to Completion, dated October 2, 2001, incorporated by reference to the registrants' filing under Rule 424(b) with the Securities and Exchange Commission on October 5, 2001 (No. 333-69230). 99(B). Certificate of Trust of TARGETS Trust XII, incorporated by reference to Exhibit 4(g) to the registration statement on Form S-3 of Salomon Smith Barney Holdings Inc. and TARGETS Trust XII filed with the Securities and Exchange Commission on March 17, 2000 (No. 333-32792) (the "Registration Statement"). 99(C). Form of Amended and Restated Declaration of Trust of TARGETS Trust XII incorporated by reference to Exhibit 4(m) to the Registration Statement. 99(D). Form of TARGETS Guarantee Agreement between the Company and The Chase Manhattan Bank, as Guarantee Trustee, incorporated by reference to Exhibit 4(n) to the Registration Statement. 99(E). Form of Indenture between the Company and The Chase Manhattan Bank, as Trustee, incorporated by reference to Exhibit 4(o) to the Registration Statement. 99(F). Form of TARGETS (included in Exhibit 99(C)). 99(G). Form of Forward Contract (included in Exhibit 99 (E)).