-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DdkIUi2JeF1jtPOAbt0VzwhBV+q7SWspEXkX+z46vyhgW0560B15U7OOPYeegz8X zy2D6QgaRayCKs0R5/6gsg== 0000950123-98-006046.txt : 19980619 0000950123-98-006046.hdr.sgml : 19980618 ACCESSION NUMBER: 0000950123-98-006046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980615 ITEM INFORMATION: FILED AS OF DATE: 19980617 SROS: AMEX SROS: CBOE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON SMITH BARNEY HOLDINGS INC CENTRAL INDEX KEY: 0000200245 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 221660266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04346 FILM NUMBER: 98649900 BUSINESS ADDRESS: STREET 1: 388 GREENWICH ST STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128166000 MAIL ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PHIBRO CORP DATE OF NAME CHANGE: 19820526 FORMER COMPANY: FORMER CONFORMED NAME: ENGELHARD MINERALS & CHEMICALS CORP DATE OF NAME CHANGE: 19811104 - -----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RmNcmzTt9QnwWb/o9qBGQ7DL+t3Tuq4A0zBzGiiRH/oY7RRtW1NBqBX1ED45lTCJ jGvIQeQATytKen/1cENPTw== 0000950123-98-006046.txt : 19980618 0000950123-98-006046.hdr.sgml : 19980618 ACCESSION NUMBER: 0000950123-98-006046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980615 ITEM INFORMATION: FILED AS OF DATE: 19980617 SROS: AMEX SROS: CBOE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON SMITH BARNEY HOLDINGS INC CENTRAL INDEX KEY: 0000200245 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 221660266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04346 FILM NUMBER: 98649900 BUSINESS ADDRESS: STREET 1: 388 GREENWICH ST STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128166000 MAIL ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PHIBRO CORP DATE OF NAME CHANGE: 19820526 FORMER COMPANY: FORMER CONFORMED NAME: ENGELHARD MINERALS & CHEMICALS CORP DATE OF NAME CHANGE: 19811104 8-K 1 SALOMON SMITH BARNEY HOLDINGS INC. 1 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) June 15, 1998 Salomon Smith Barney Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 1-4346 22-1660266 (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) 2 SALOMON 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 June 15, 1998, among Salomon Smith Barney Holdings Inc. and Salomon Brothers Inc, Chase Securities Inc., Citicorp Securities, Inc., Credit Suisse First Boston Corporation, Donaldson, Lufkin & Jenrette Securities Corporation, First Chicago Capital Markets, Inc. and NationsBanc Montgomery Securities LLC, as Underwriters, relating to the offer and sale of the Company's 6 1/4% Notes due June 15, 2005. 4.01 Form of Note for the Company's 6 1/4% Notes due June 15, 2005. 2 3 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: June 16, 1998 SALOMON SMITH BARNEY HOLDINGS INC. By: /s/Mark I. Kleinman ---------------------- Mark I. Kleinman Deputy Treasurer 3 EX-1.01 2 TERMS AGREEMENT 1 Exhibit 1.01 TERMS AGREEMENT June 15, 1998 Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Attention: Deputy Treasurer Dear Sirs: We understand that Salomon Smith Barney Holdings Inc., a Delaware corporation (the "Company"), proposes to issue and sell $300,000,000 aggregate principal amount of its 6-1/4% Notes due June 15, 2005 (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 99.127% of the principal amount thereof. The Closing Date shall be June 18, 1998 at 9:00 a.m. at the offices of Salomon Smith Barney Holdings Inc., 388 Greenwich Street, New York, New York 10013. The Securities shall have the following terms: Title: 6-1/4% Notes due June 15, 2005 Maturity: June 15, 2005 Interest Rate: 6-1/4% per annum Interest Payment Dates: June 15 and December 15, commencing December 15, 1998 Regular Record Dates: June 1 and December 1 2 Initial Price To Public: 99.727% of the principal amount thereof, plus accrued interest from June 18, 1998 to date of payment and delivery Redemption Provisions: The Securities are not redeemable by the Company prior to maturity Trustee: The Chase Manhattan Bank Indenture: Indenture, dated as of January 18, 1994, as supplemented by a First Supplemental Indenture, dated as of November 28, 1997 All the provisions contained in the document entitled "Salomon Smith Barney Holdings Inc. - Debt Securities - Underwriting Agreement Basic Provisions" and dated December 1, 1997 (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 Terms 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 June 18, 1998 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. (B) Paragraph 4(j) of the Basic Provisions shall be amended and restated as follows: "The Company will not, without the consent of Salomon Brothers Inc, offer or sell, or publicly announce its intention to offer or sell, any debt securities denominated in the currency in which the Securities are denominated having a maturity of more than one year (except under prior contractual commitments or pursuant to bank credit agreements) during the period beginning the 2 3 date of the Terms Agreement and ending the business day following the Closing Date." 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. Joan Guggenheimer, 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 June 15, 1998, 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: 3 4 "We hereby accept your offer, set forth in the Terms Agreement, dated June 15, 1998, to purchase the Securities on the terms set forth therein." Very truly yours, SALOMON BROTHERS INC CHASE SECURITIES INC. CITICORP SECURITIES, INC. CREDIT SUISSE FIRST BOSTON CORPORATION DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION FIRST CHICAGO CAPITAL MARKETS, INC. NATIONSBANC MONTGOMERY SECURITIES LLC By SALOMON BROTHERS INC By: /s/ Jane Wiest ------------------------------- Name: Jane Wiest Title: Vice President ACCEPTED: SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Mark I. Kleinman ------------------------------ Name: Mark I. Kleinman Title: Deputy Treasurer 4 5
Underwriters Principal Amount - - ------------ ---------------- Salomon Brothers Inc $ 42,900,000 Chase Securities Inc. 42,850,000 Citicorp Securities, Inc. 42,850,000 Credit Suisse First Boston Corporation 42,850,000 Donaldson, Lufkin & Jenrette Securities Corporation 42,850,000 First Chicago Capital Markets, Inc. 42,850,000 NationsBanc Montgomery Securities LLC 42,850,000 ------------ Total $300,000,000
5 EX-4.01 3 FORM OF NOTE 1 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 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 CUSIP NO. 79549BCM7 NO. ___ U.S. $__________ SALOMON SMITH BARNEY HOLDINGS INC. 6 1/4% NOTE DUE JUNE 15, 2005 SALOMON SMITH BARNEY HOLDINGS INC. (formerly Salomon Inc), a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to SPECIMEN, or registered assigns, the principal sum of __________________________ Dollars ($_________) on June 15, 2005 and to pay interest thereon from June 18, 1998, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 1998, at the rate of 6 1/4% 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 June 1 or December 1 (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 2 Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not 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. 3 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: June 18, 1998 SALOMON SMITH BARNEY HOLDINGS INC. By: Specimen ------------------------------------ Charles W. Scharf Senior Executive Vice President and Chief Financial Officer I hereby certify that Charles W. Scharf is a duly elected, qualified and acting Senior Executive Vice President and Chief Financial Officer of Salomon Smith Barney Holdings Inc. and that the signature appearing above is his genuine signature. By: Specimen ------------------------------------ Andrew Alter Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee By: --------------------------------- Authorized Officer 4 10 SALOMON SMITH BARNEY HOLDINGS INC. 6 1/4% NOTE DUE JUNE 15, 2005 This Security is one of a duly authorized issue of Debt Securities of the Company (herein called the "Securities"), issued and to be issued under an Indenture dated as of January 18, 1994, as supplemented by the First Supplemental Indenture dated as of November 28, 1997 (as so supplemented, herein called the "Indenture"), between the Company and The Chase Manhattan Bank (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 $300,000,000. 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 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. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple 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 5 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. 6 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 Salomon 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. - -----END PRIVACY-ENHANCED MESSAGE----- -----END PRIVACY-ENHANCED MESSAGE-----