-----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, GSJi55ep9OKwQ/d0GdoyzlAXoP2bHCkoJmzurSVV7WKsvdLxK9MZe7vQe7q3k+3K nZReYrLNwWy48PGQFxarcg== 0000950123-99-005637.txt : 19990615 0000950123-99-005637.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950123-99-005637 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990614 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-A12B SEC ACT: SEC FILE NUMBER: 001-04346 FILM NUMBER: 99646171 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-A12B 1 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) Delaware 22-1660266 (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 If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to General Instruction A.(c), please to General Instruction A.(d), please check the following box. |X| check the 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% Cash Exchangeable Notes Linked to a American Stock Exchange Basket of Telecommunications Stocks
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 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. The description below of the particular terms of the 0.25% Cash Exchangeable Notes Linked to a Basket of Telecommunications Stocks offered hereby (the "Notes") supplements, and to the extent inconsistent therewith replaces, the descriptions of the general terms and provisions of the Registered Notes set forth in the Prospectus and Prospectus Supplement, to which descriptions reference is hereby made. See "Definitions" below for the definition of certain terms used herein. Terms used but not defined herein have the meanings given to them in the Prospectus or the Prospectus Supplement. GENERAL INFORMATION Principal Amount or Face Amount: $35,220,000 Issue Price: 100% Proceeds to Company on original issuance: $35,220,000 Commission or Discount on original issuance None Salomon Smith Barney Inc.'s capacity on original issuance: | | As agent |X| As principal
If as principal: | | The Registered Notes are being offered at varying prices related to prevailing market prices at the time of resale. |X| The Registered Notes are being offered at a fixed initial public offering price of 100% of Principal Amount or Face Amount. Original Issue Date: June 15, 1999 Stated Maturity: June 15, 2006 Specified Currency: (If other than U.S. Dollars) Authorized Denominations: (If other than as set forth in the Prospectus Supplement) 2 3 Trustee: The Bank of New York, under an indenture dated as of October 27, 1993, as amended from time to time. Section numbers in the Bank of New York Senior Debt Indenture take the form "1.01", "2.01" and so forth, rather than "101", "201" and so forth. Section references in the accompanying Prospectus and Prospectus Supplement should be read accordingly. COMPUTATION AND PAYMENT OF INTEREST AND PRINCIPAL Interest Payment Dates: 15th of June and December First interest payment date is December 15, 1999 Accrue to Pay: | | Yes |X| No Indexed Principal Note: | | Yes |X| No
Type of Interest on Note: |X| Fixed Rate | | Floating Rate | | Indexed Rate
Interest Rate (Fixed Rate Notes): 0.25% Initial Interest Rate (Floating Rate Notes): N.A.
Base Rate: | | CD Rate | | Commercial Paper Rate | | Federal Funds Rate | | LIBOR Telerate | | LIBOR Reuters | | Treasury Rate | | Treasury Rate Constant Maturity | | Other (See Attached)
Calculation Agent (If other than Citibank): |X| Salomon Smith Barney Inc. | | Other (See Attached) Computation of Interest: | | 30 over 360 | | Actual over Actual (If other than as set forth in the | | Actual over 360 | | Other (See Attached) Prospectus Supplement) Interest Reset Dates: N.A. Rate Determination Dates: N.A. (If other than as set forth in the Prospectus Supplement) Index Maturity: N.A. Spread (+/-): N.A. Spread Multiplier: N.A. Change in Spread, Spread Multiplier or Fixed Interest Rate prior to Stated Maturity: | | Yes |X| No Maximum Interest Rate: N.A. Minimum Interest Rate: N.A. AMORTIZATION Amortizing Note: | | Yes |X| No REDEMPTION, REPAYMENT, ORIGINAL ISSUE DISCOUNT Optional Redemption: |X| Yes | | No Optional Redemption Dates: See attached. Redemption Prices: See attached. Redemption: |X| In whole only and not in part | | May be in whole or in part
3 4 Optional Repayment: |X| Yes | | No Optional Repayment Dates: See attached. Optional Repayment Prices: See attached. Discount Note: | | Yes |X| No Total Amount of OID: Yield to Maturity: LISTING, SECURITIES IDENTIFICATION INFORMATION Listed on American Stock Exchange, subject to official notice of issuance: |X| Yes | | No
EXCHANGE RIGHT On any Exchange Date, by following the procedures described under "Description of Registered Notes -- Optional Redemption, Repayment and Repurchase" in the Prospectus Supplement (but without regard to the timing requirements set forth therein), a holder will have the right to exchange (the "Exchange Right") each $1,000 principal amount of Notes that the holder then holds for an amount in cash equal to the Exchange Amount. The Company will make this payment three Business Days after the Exchange Date, as long as the Trustee has received delivery of the Notes on the Exchange Date. The Company will not pay accrued and unpaid interest on Notes that a holder exchanges under its Exchange Right. Notwithstanding the foregoing, the Company will pay a holder accrued interest up to and including the earlier of the Exchange Date and June 15, 2001, if: - The holder exercises its Exchange Right after the Company calls the Notes for mandatory redemption for cash in an amount per $1,000 principal amount of Notes equal to the Exchange Amount, and - the Company Notice Date is on or before June 15, 2001, and - the Call Date is on or after June 16, 2001. If a holder exchanges its Notes after a record date for the payment of interest but before the Interest Payment Date relating to that record date, the Company will subtract from the Exchange Amount a cash amount equal to the interest payable on that Interest Payment Date on the principal amount they exchange. The Company will retain this amount and the holder will not be entitled to receive it. CALL RIGHT On or after June 16, 2001, upon not less than 30 nor more than 60 days' notice to holders of the Notes in the manner described below, the Company may call the Notes (the "Call Right"), in whole and not in part, for mandatory redemption for cash in an amount per Note equal to: 4 5 - the Exchange Amount, if Parity on the Trading Day immediately preceding the Company Notice Date, as determined by the Calculation Agent, is greater than the Call Price, or - the Call Price, if Parity on the Trading Day immediately preceding the Company Notice Date, as determined by the Calculation Agent, is less than or equal to the Call Price. Once the Company calls the Notes, unless a holder has already exercised its Exchange Right, the Company will pay to each holder the Call Price or the Exchange Amount, as the case may be: - on the Call Date specified in the notice of mandatory redemption, if the Company pays holders the Call Price, or - three Business Days after the Call Date, if the Company pays holders the cash amount equal to the Exchange Amount. The Company will not pay accrued but unpaid interest on the Notes if the Company calls them for mandatory redemption at the Exchange Amount. The Company will pay accrued and unpaid interest up to and including the Call Date on the Notes if the Company calls them for mandatory redemption at the Call Price. Notwithstanding the foregoing, if the Call Date for a redemption at the Call Price falls after a record date for the payment of interest but before the Interest Payment Date, the Company will subtract from the Call Price a cash amount equal to the difference between (1) the total interest payment that would have been payable on that Interest Payment Date had the Notes not been redeemed and (2) the amount of accrued interest payable to holders through the Call Date. The Company will retain this amount and holders will not be entitled to receive it. On or after the Company Notice Date, holders will continue to be entitled to exercise their Exchange Right, unless the Company has called the Notes for redemption at the Call Price. Notices to holders of the Notes will be published in a leading daily newspaper in The City of New York, which is expected to be The Wall Street Journal. Notwithstanding the foregoing, so long as the Notes are represented by Global Securities and such Notes are held on behalf of the Depositary, any such notice may, at the Company's option in lieu of publication, be given by delivery to the Depositary, in which event such notice shall be deemed to have been given to holders of the Notes on the seventh Trading Day after the day on which such notice is delivered. THE BASKET The "Basket" is comprised of the following five stocks or ADRs (together, the "Underlying Securities") as weighted below based on their Closing Prices on May 28, 1999 (to achieve a Basket value of $100 on that date): 5 6
- --------------------------------------------------------------------------------------------------------------------------------- Underlying Security (Ticker Initial Percent Basket Composition Symbol/ of Basket Ratio Underlying Issuer Listing/Stock or ADR) - --------------------------------------------------------------------------------------------------------------------------------- Lucent Technologies Inc. LU (NYSE, stock) 35% 0.615385 - --------------------------------------------------------------------------------------------------------------------------------- Nokia Corporation NOK (NYSE, ADR) 15% 0.211268 - --------------------------------------------------------------------------------------------------------------------------------- LM Ericsson Telephone Company ERICY (Nasdaq, ADR) 15% 0.556845 - --------------------------------------------------------------------------------------------------------------------------------- Nortel Networks Corporation NT (NYSE, stock) 15% 0.200000 - --------------------------------------------------------------------------------------------------------------------------------- Tellabs Inc. TLAB (Nasdaq, stock) 20% 0.341880 - ---------------------------------------------------------------------------------------------------------------------------------
The value of the Basket on any Trading Day will equal the sum of the products of each Underlying Security's Closing Price by that Underlying Security's Basket Composition Ratio. The Basket Composition Ratios are subject to adjustment for certain corporate events. See " -- Adjustments to Basket Composition Ratios; Reorganization Events" below. DEFINITIONS "Call Date" means the date, from and including June 16, 2001, specified in the notice of mandatory redemption, which must be not less than 30 nor more than 60 days after the Company Notice Date. "Call Price" means $1,000 for each $1,000 principal amount of Notes. "Closing Price" means, with respect to any security on any date of determination, the closing sale price (or, if no closing price is reported, the last reported sale price) of the security: - on the New York Stock Exchange ("NYSE") or any successor exchange on that date, or - if the security is not listed for trading on the NYSE on that date, as reported on the Nasdaq National Market of the Nasdaq Stock Market, Inc., or - if the security is not listed for trading on the NYSE or quoted on the Nasdaq National Market on that date, as reported in the composite transactions for the principal United States securities exchange on which the security is listed, or - if the security is not listed on any such exchange or quoted on the Nasdaq National Market, the last quoted bid price for the security in the over-the-counter market as reported by Nasdaq, the National Quotation Bureau or similar organization, or - if this bid price in unavailable, the market value of the security on that date determined by a nationally recognized independent investment banking firm, which may be the Calculation Agent, retained for this purpose by the Company. In the event that an Underlying Security in the form of an ADR is delisted from the NYSE or the Nasdaq National Market, as the case may be, or the related American Depositary Receipt program is terminated, the Calculation Agent will determine the Closing Price of the Underlying Security based on the closing price of the security represented by that ADR on its primary international exchange, making any adjustments it deems appropriate in its sole discretion, including adjustments relating to exchange rates and the number of shares represented by each ADR. 6 7 "Company Notice Date" means any Trading Day, from and including April 17, 2001, on which the Company is entitled to give notice to call the Notes for mandatory redemption and on which the Company issues the notice of mandatory redemption. "Exchange Amount" means the product of the Exchange Ratio and the value of the Basket on, in the case of a holder's Exchange Right, the applicable Exchange Date or, in the case of the Company's Call Right, the Call Date, in each case as calculated by the Calculation Agent. "Exchange Date" means any Trading Day from and including July 28, 1999 through and including the Trading Day prior to the earliest of (1) maturity, (2) the Call Date, and (3) if the Company calls the Notes for cash at the Call Price, as described under " -- Early Redemption", the Company Notice Date. "Exchange Ratio" means 8.8496. "Parity" with respect to any Trading Day means the Exchange Ratio times the value of the Basket on that Trading Day, as determined by the Calculation Agent. A "Trading Day" means a day on which trading is generally conducted in the Nasdaq National Market and on the NYSE, as determined by the Calculation Agent, and on which a Market Disruption Event has not occurred. ADJUSTMENTS TO BASKET COMPOSITION RATIOS; REORGANIZATION EVENTS The Basket Composition Ratios will be subject to adjustment from time to time in certain situations. Any such adjustments could have an impact on the Exchange Amount. The Company will be responsible for the effectuation and calculation of any adjustment described herein and will furnish the Indenture trustee with notice of any such adjustment. In the case of Underlying Securities that are ADRs, (1) the Company may in its sole discretion make any adjustment to reflect transactions that affect either the ADRs or the securities represented by the ADRs, and (2) for purposes of this section, the term "Underlying Security", as applied to an Underlying Security that is an ADR, includes the number of securities represented by the ADR. If any Underlying Issuer, after the closing date of the offering contemplated hereby, (1) pays a stock dividend or makes a distribution with respect to that issuer's Underlying Security in shares of such security, (2) subdivides or splits that issuer's outstanding Underlying Securities into a greater number of securities, (3) combines that issuer's outstanding Underlying Securities into a smaller number of securities, or (4) issues by reclassification of that issuer's Underlying Securities any shares of other common stock or ADRs, as the case may be, of the Underlying Issuer, 7 8 then, in each such case, the Underlying Security's Basket Composition Ratio will be multiplied by a dilution adjustment equal to the number of shares or ADRs of that issuer's Underlying Security, or in the case of a reclassification referred to in (4) above, the number of shares of other common stock or ADRs, as the case may be, of the Underlying Issuer, issued pursuant thereto, or the fraction thereof, that a holder who held one of that issuer's Underlying Security immediately prior to such event would be entitled solely by reason of such event to hold immediately after such event. If any Underlying Issuer, after the closing date, issues, or declares a record date in respect of an issuance of, rights or warrants to all holders of that issuer's Underlying Securities entitling them to subscribe for or purchase the Underlying Securities at a price less than the Then-Current Market Price of one Underlying Security other than rights to purchase Underlying Securities pursuant to a plan for the reinvestment of dividends or interest, then, in each such case, the Basket Composition Ratio for that Underlying Security will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of that issuer's Underlying Securities outstanding immediately prior to the time the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional Underlying Securities of that issuer offered for subscription or purchase pursuant to such rights or warrants, and the denominator of which will be the number of that issuer's Underlying Securities outstanding immediately prior to the time the adjustment is effected, plus the number of additional Underlying Securities of that issuer which the aggregate offering price of the total number of that issuer's Underlying Securities so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price, which will be determined by multiplying the total number of Underlying Securities so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent that, after the expiration of such rights or warrants, that issuer's Underlying Securities offered thereby have not been delivered, the Basket Composition Ratio for the Underlying Security will be further adjusted to equal the Basket Composition Ratio which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of Underlying Securities actually delivered. If any Underlying Issuer, after the closing date, declares or pays a dividend or makes a distribution to all holders of its Underlying Securities, in either case, of evidences of its indebtedness or other non-cash assets, excluding any dividends or distributions referred to above, or issues to all holders of its Underlying Securities rights or warrants to subscribe for or purchase any of its securities other than rights or warrants referred to above, then, in each such case, the Basket Composition Ratio for that issuer's Underlying Security will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of the Underlying Security, and the denominator of which will be such Then-Current Market Price less the fair market value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination will be final) as of the time the adjustment is effected of the portion of the assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one Underlying Security. Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which this paragraph would otherwise apply, the denominator in the fraction referred to in the above formula is less than $1.00 or is a negative number, then the Company may, at its option, elect to have the 8 9 adjustment provided by this paragraph not be made and in lieu of such adjustment, on the maturity date, the holders of the Notes will be entitled to receive an additional amount of cash equal to the product of the number of Notes held by such holder multiplied by the fair market value of such indebtedness, assets, rights or warrants (determined, as of the date such dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination will be final) so distributed or issued applicable to one Underlying Security of that issuer. If, after the closing date, any Underlying Issuer declares a record date in respect of a distribution of cash, other than any permitted dividends described below, any cash distributed in consideration of fractional shares of that issuer's Underlying Securities and any cash distributed in a Reorganization Event, by dividend or otherwise, to all holders of that issuer's Underlying Securities, or makes an excess purchase payment, then the Basket Composition Ratio for the Underlying Security will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of the Underlying Security on such record date, and the denominator of which will be such Then-Current Market Price less the amount of such distribution applicable to one Underlying Security which would not be a permitted dividend, or, in the case of an excess purchase payment, less the aggregate amount of such excess purchase payment for which adjustment is being made at such time divided by the number of Underlying Securities outstanding on such record date. For purposes of these adjustments, a permitted dividend is any quarterly cash dividend in respect of an Underlying Security, other than a quarterly cash dividend that exceeds the immediately preceding quarterly cash dividend, and then only to the extent that the per share amount of such dividend results in an annualized dividend yield on the Underlying Security in excess of 10%. An excess purchase payment is the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination will be final) of all other consideration paid by the Underlying Issuer with respect to one of that issuer's Underlying Security acquired in a tender offer or exchange offer by the Underlying Issuer, over (y) the Then-Current Market Price of the Underlying Security. Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution or excess purchase payment to which this paragraph would otherwise apply, the denominator in the fraction referred to in the formula in the preceding paragraph is less than $1.00 or is a negative number, then the Company may, at its option, elect to have the adjustment provided by this paragraph not be made and in lieu of such adjustment, on the maturity date, the holders of the Notes will be entitled to receive an additional amount of cash equal to the product of the number of Notes held by such holder multiplied by the sum of the amount of cash plus the fair market value of such other consideration (determined, as of the date such dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination will be final) so distributed or applied to the acquisition of the Underlying Security in such a tender offer or exchange offer applicable to one Underlying Security. Each dilution adjustment shall be effected as follows: - - in the case of any dividend, distribution or issuance, at the opening of business on the Business Day next following the record date for determination of holders of the applicable 9 10 Underlying Securities entitled to receive such dividend, distribution or issuance or, if the announcement of any such dividend, distribution, or issuance is after such record date, at the time such dividend, distribution or issuance shall be announced by the Underlying Issuer; - - in the case of any subdivision, split, combination or reclassification, on the effective date of such transaction; - - in the case of any excess purchase payment for which the Underlying Issuer announces, at or prior to the time it commences the relevant share repurchase, the repurchase price per share for shares proposed to be repurchased, on the date of such announcement; and - - in the case of any other excess purchase payment on the date that the holders of the repurchased shares become entitled to payment in respect thereof. All dilution adjustments will be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th. No adjustment to any Basket Composition Ratio will be required unless such adjustment would require an increase or decrease of at least one percent therein, provided, however, that any adjustments which by reason of this sentence are not required to be made will be carried forward and taken into account in any subsequent adjustment. If any announcement or declaration of a record date in respect of a dividend, distribution, issuance or repurchase requiring an adjustment as described herein is subsequently canceled by the Underlying Issuer, or such dividend, distribution, issuance or repurchase fails to receive requisite approvals or fails to occur for any other reason, then, upon such cancellation, failure of approval or failure to occur, the Basket Composition Ratio will be further adjusted to the Basket Composition Ratio which would then have been in effect had adjustment for such event not been made. If a Reorganization Event occurs after the occurrence of one or more events requiring an adjustment as described herein, the dilution adjustments previously applied to the Basket Composition Ratio in respect of such events will not be rescinded but will be applied to the new Basket Composition Ratio provided for below. "Then-Current Market Price" of any Underlying Security, for the purpose of applying any dilution adjustment, means the Closing Price of one Underlying Security for the trading day immediately prior to the time such adjustment is effected or, in the case of an adjustment effected at the opening of business on the Business Day next following a record date, immediately prior to the earlier of the time such adjustment is effected and the related ex-date. The "ex-date" with respect to any dividend, distribution or issuance is the first date on which the Underlying Security trades regular way on its principal U.S. market without the right to receive such dividend, distribution or issuance. For purposes of this section, "trading day" as to any Underlying Security means a day on which that Underlying Security (A) is not suspended from trading on any national or regional securities exchange, securities market or association or over-the-counter market at the close of business and (B) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary U.S. market for the trading of such security. In the event of any of the following "Reorganization Events": - any consolidation or merger of an Underlying Issuer, or any surviving entity or subsequent surviving entity of an Underlying Issuer, with or into another entity, other 10 11 than a merger or consolidation in which the Underlying Issuer is the continuing corporation and in which that issuer's Underlying Securities outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Underlying Issuer or another issuer, - any sale, transfer, lease or conveyance to another corporation of the property of an Underlying Issuer or any successor as an entirety or substantially as an entirety, - any statutory exchange of securities of an Underlying Issuer or any successor of an Underlying Issuer with another issuer, other than in connection with a merger or acquisition, or - any liquidation, dissolution or winding up of an Underlying Issuer or any successor of an Underlying Issuer, the value of the Basket, upon a call by the Company for mandatory exchange into cash in an amount per $1,000 principal amount of Notes equal to the Exchange Amount or upon exchange at the option of the holder, will be calculated with respect to that issuer's Underlying Security by multiplying the Basket Composition Ratio for that Underlying Security by the Transaction Value (rather than the Closing Price of that Underlying Security), provided that for purposes of determining whether Parity on the trading day preceding the Company Notice Date is less than the Call Price, the value of the Basket will be calculated with respect to that issuer's Underlying Security by multiplying the then-existing Basket Composition Ratio for that Underlying Security by the Transaction Value. At such time, no adjustment will be made to the Basket Composition Ratio of the Underlying Securities. "Transaction Value" means the sum of: 1. for any cash received in a Reorganization Event, the amount of cash received per Underlying Security; 2. for any property other than cash or Marketable Securities received in a Reorganization Event, an amount equal to the market value on the date the Reorganization Event is consummated of such property received per Underlying Security (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination will be final); and 3. for any "Marketable Securities" received in a Reorganization Event, an amount equal to the Closing Price per share of such Marketable Securities on the trading day immediately prior to the maturity date or Exchange Date multiplied by the number of such Marketable Securities received per Underlying Security. "Marketable Securities" are any perpetual equity securities or debt securities with a stated maturity after the maturity date, in each case that are listed on a U.S. national securities exchange or reported by the Nasdaq Stock Market, Inc. The number of shares of any equity securities constituting Marketable Securities included in the calculation of Transaction Value pursuant to clause (3) of the preceding paragraph will be subject to adjustment if any event that would, had it occurred with respect to any Underlying Security or to an Underlying Issuer, have required an adjustment as described above occurs with respect to such Marketable Securities or the issuer 11 12 thereof between the time of the Reorganization Event and the maturity date. Adjustment for such subsequent events shall be as nearly equivalent as practicable to the adjustments described above. MARKET DISRUPTION EVENTS "Market Disruption Event" means any of the following events, as determined by Salomon Smith Barney Inc., as Calculation Agent. (a) The suspension or material limitation of trading in one or more of the Underlying Securities which comprise the Basket, for more than two hours of trading or during the one-half hour period preceding the close of trading on the NYSE, the Nasdaq National Market, any other applicable organized U.S. exchange or the primary international exchange on which a security represented by an Underlying Security is traded. For purposes of this definition, limitations on trading during significant market fluctuations imposed pursuant to NYSE Rule 80B (or any applicable rule or regulation enacted or promulgated by the NYSE, the Securities Exchange Commission (the "Commission") or any other self regulatory organization or of similar scope as a replacement for Rule 80B, as determined by the Calculation Agent) shall be considered "material". (b) The suspension or material limitation, in each case, for more than two hours of trading or during the one-half hour period preceding the close of trading (whether by reason of movements in price exceeding levels permitted by the relevant exchange or otherwise) in options contracts related to one or more of the Underlying Securities which are traded on any major U.S. or international exchange. (c) The unavailability, through a recognized system of public dissemination of transaction information, for more than two hours of trading or during the one-half hour period preceding the close of trading, of accurate price, volume or related information in respect of one or more of the Underlying Securities or in respect of options contracts related to one or more of the Underlying Securities, in each case traded on any major U.S. or international exchange. For purposes of determining whether a Market Disruption Event has occurred: (1) a limitation on the hours or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the relevant exchange or market, (2) a decision to discontinue permanently trading in the relevant options contract will not constitute a Market Disruption Event, (3) any suspension in trading in an options contract on one or more of the Underlying Securities by a major securities market by reason of (x) a price change violating limits set by such securities market, (y) an imbalance of orders relating to such contracts or (z) a disparity in bid and ask quotes relating to such contracts will constitute a Market Disruption Event, notwithstanding that such suspension or material limitation is less than two hours, (4) a "suspension or material limitation" on an exchange or in a market will include a suspension or material limitation of trading by one class of investors provided that such suspension continues for more than two hours of trading or during the last one-half hour period preceding the close of trading on the relevant exchange or market (but will not include limitations imposed on certain types of trading under NYSE Rule 80A or any 12 13 applicable rule or regulation enacted or promulgated by the NYSE, any other self-regulatory organization or the Commission of a similar scope or as a replacement for Rule 80A, as determined by the Calculation Agent) and will not include any time when such exchange or market is closed for trading as part of such exchange's or market's regularly scheduled business hours, and (5) the delisting of an Underlying Security that is an ADR from the NYSE or the Nasdaq National Market, or the termination of an American Depositary Receipt program with respect to an Underlying Security that is an ADR, will not constitute a Market Disruption Event. Under certain circumstances, the duties of Salomon Smith Barney Inc. as the Calculation Agent in determining the existence of Market Disruption Events could conflict with the interests of Salomon Smith Barney Inc. as an affiliate of the issuer of the Notes. ITEM 2. EXHIBITS. 99 (A). Prospectus, dated December 1, 1997, incorporated by reference from 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 from the Registrant's filing under Rule 424(b)(2) dated December 9, 1997. 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. Other securities issued by Salomon Smith Barney Holdings Inc. are listed on the American Stock Exchange. 13 14 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: June 14, 1999 By: /s/ THOMAS SCHWARTZ --------------------------------------- Name: Thomas Schwartz Title: Deputy Treasurer 15 INDEX TO EXHIBITS Exhibit No. Exhibit 99 (A). Prospectus, dated December 1, 1997, incorporated by reference from 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 from the Registrant's filing under Rule 424(b)(2) dated December 9, 1997. 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. 15 EX-99.C 2 FORM OF NOTE 1 EXHIBIT 99(C) FORM OF NOTE REGISTERED PRINCIPAL AMOUNT OR FACE AMOUNT No. FX- SALOMON SMITH BARNEY HOLDINGS INC. CUSIP MEDIUM-TERM NOTE, SERIES H (FIXED RATE) Due More Than Nine Months from Date of Issue IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES Issue Price: Original Issue Date: Interest Rate: Stated Maturity: Specified Currency (If other than U.S. dollars): Authorized Denominations: (If other than as set forth in the Prospectus Supplement) Dual Currency Note: / / Yes (see attached) / / No Optional Payment Currency: Designated Exchange Rate: Interest Payment Dates: Accrue to Pay: / / Yes / / No Indexed Principal Note: / / Yes (see attached) / / No Interest Rate Reset / / The Interest Rate may not be changed prior to Stated Maturity. / / The Interest Rate may be changed prior to Stated Maturity (see attached). Optional Reset Dates (if applicable): Amortizing Note: / / Yes / / No Amortization Schedule: Optional Redemption: / / Yes / / No Optional Redemption Dates: Redemption Prices: 2 Bond Yield to Maturity: Bond Yield to Call: Optional Repayment: / / Yes / / No Optional Repayment Dates: Optional Repayment Prices: Optional Extension of Stated Maturity: / / Yes / / No Final Maturity: Discount Note: / / Yes / / No Total Amount of OID: Yield to Maturity: Renewable Note: / / Yes (see attached) / / No Special Election Interval (if applicable): Amount (if less than entire principal amount) as to which election may be exercised: 2 3 SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company"), for value received hereby promises to pay CEDE & Co. or registered assigns, (a) the Principal Amount or, in the case of an Indexed Principal Note, the Face Amount adjusted by reference to prices, changes in prices, or differences between prices, of securities, currencies, intangibles, goods, articles or commodities or by such other objective price, economic or other measures (an "Index") as described on the face hereof or in the Pricing Supplement attached hereto or delivered herewith, in the Specified Currency on the Stated Maturity shown above or earlier if and to the extent so provided herein and (b) to pay accrued interest on the Principal Amount then outstanding (or in the case of an Indexed Principal Note, the Face Amount then outstanding) at the Interest Rate shown above from the Original Issue Date shown above or from the most recent date to which interest has been paid or duly provided for, semiannually in arrears on the Interest Payment Dates specified on the face of this Note and at Maturity, until, in either case, the Principal Amount then outstanding or the Face Amount is paid or duly provided for in accordance with the terms hereof. Unless otherwise specified herein, interest on this Note, if any, will be computed on the basis of a 360-day year of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which, (other than interest payable at Maturity) shall be the date (whether or not a Business Day) fifteen calendar days immediately preceding such Interest Payment Date, and, in the case of interest payable at Stated Maturity, shall be the Stated Maturity of this Note. Notwithstanding the foregoing, if this Note is issued between a Regular Record Date and the related Interest Payment Date, the interest so payable for the period from the Original Issue Date to such Interest Payment Date shall be paid on the next succeeding Interest Payment Date to the Registered Holder hereof on the related Regular Record Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Holder hereof on such Regular Record Date, and may be paid to the Person in whose name this Note (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 Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Registered Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. If an Interest Payment Date with respect to any Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall not be postponed; provided, however, that any payment required to be made in respect of such Note on a date (including the day of Stated Maturity) that is not a Business Day for such Note need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment. However, if with respect to any Note for which "Accrue to Pay" is specified on the face hereof, and any Interest Payment Date with respect to such Fixed Rate Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day. Each payment of interest in respect of an Interest Payment Date shall include interest accrued through the day before such Interest Payment Date. For purposes of this Note, "Business Day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law or regulation to be closed in (a) The City of New York or (b) if the Specified Currency shown above (as 3 4 defined below) is other than U.S. dollars, the financial center of the country issuing such Specified Currency (which, in the case of the Euro, shall be Brussels, Belgium). If this Note is an Amortizing Note as shown on the face hereof, a portion or all the principal amount of the Note is payable prior to Stated Maturity in accordance with a schedule, by application of a formula, or by reference to an index (as described above). The principal hereof and any premium and interest hereon are payable by the Company in the Specified Currency shown above. If the Specified Currency shown above is other than U.S. dollars, the Company will arrange to convert all payments in respect hereof into U.S. dollars in the manner described on the reverse hereof. The Holder hereof may, if so indicated above, elect to receive all payments in respect hereof in the Specified Currency by delivery of a written notice to the Trustee not later than fifteen calendar days prior to the applicable payment date. Such election will remain in effect until revoked by written notice to the Trustee received not later than fifteen calendar days prior to the applicable payment date. If the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls or other circumstances beyond the Company's control or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions or within the international banking community, then the Holder hereof may not so elect to receive payments in the Specified Currency, and any such outstanding election shall be automatically suspended, and payments shall be in U.S. dollars, until the Company determines that the Specified Currency is again available for making such payments. Payments of interest in U.S. dollars (other than interest payable at Maturity) will be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register on the applicable Record Date, provided, that, if the Holder hereof is the Holder of U.S. $10,000,000 (or the equivalent thereof in a currency other than U.S. dollars determined as provided on the reverse hereof) or more in aggregate principal amount of Registered Notes of like tenor and term, such U.S. dollar interest payments will be made by wire transfer of immediately available funds, but only if appropriate wire transfer instructions have been received in writing by the Trustee not less than fifteen calendar days prior to the applicable Interest Payment Date. Simultaneously with any election by the Holder hereof to receive payments in respect hereof in the Specified Currency (if other than U.S. dollars), such Holder shall provide appropriate wire transfer instructions to the Trustee and all such payments will be made by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States. The principal hereof and any premium and interest hereon payable at Maturity will be paid in immediately available funds upon surrender of this Note at the corporate trust office or agency of the Trustee located in the City and State of New York. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. 4 5 This Note shall not become valid or obligatory for any purpose unless and until this Note has been authenticated by The Bank of New York, or its successor, as Trustee. IN WITNESS WHEREOF, the Company has caused this Note to be executed under its corporate seal. Dated: SALOMON SMITH BARNEY HOLDINGS INC. By -------------------------------- Authorized Officer [Seal] Attest: --------------------------- Secretary CERTIFICATE OF AUTHENTICATION This is one of the Notes issued under the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By -------------------------------- Authorized Officer 5 6 SALOMON SMITH BARNEY HOLDINGS INC. MEDIUM-TERM NOTE, SERIES H (FIXED RATE) General This Note is one of a series of duly authorized debt securities of the Company (the "Debt Securities") issued or to be issued in one or more series under an indenture, dated as of October 23, 1993, as amended (the "Indenture"), between the Company and The Bank of New York, as trustee (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 Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. The U.S. dollar equivalent of the public offering price or purchase price of Notes denominated in currencies other than U.S. dollars will be determined by the Company or its agent, as exchange rate agent for the Notes (the "Exchange Rate Agent") on the basis of the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York (the "Market Exchange Rate") for such currencies on the applicable issue dates. Unless otherwise specified above, the authorized denominations of Registered Notes denominated in U.S. dollars will be U.S.$1,000 and any larger amount that is an integral multiple of U.S.$1,000. The authorized denominations of Registered Notes denominated in a currency other than U.S. dollars will be as set forth on the respective faces thereof. Each Registered Note will be issued initially as either a Book-Entry Note or, if so specified above, a Certificated Note. Book-Entry Notes will not be exchangeable for Certificated Notes and, except as otherwise provided in the Indenture, will not otherwise be issuable as Certificated Notes. Fixed Rate Notes This Note will bear interest from its Original Issue Date, or from the last Interest Payment Date to which interest has been paid or duly provided for, at the Interest Rate stated on the face hereof until the principal amount hereof is paid or made available for payment, except as otherwise described below under "Subsequent Interest Periods" and "Extension of Maturity", and except that if so specified in the attached Pricing Supplement, the rate of interest payable may be subject to adjustment as specified therein. Unless otherwise set forth herein, interest on this Note will be payable semiannually in arrears on the Interest Payment Dates set forth above and at Stated Maturity. If an Interest Payment Date with respect to any Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall not be postponed; provided, however, that any payment required to be made in respect of such Note on a date (including the day of Stated Maturity) that is not a Business Day for such Note need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and no additional interest shall accrue as a result of such delayed payment. However, if with respect to any Note for which "Accrue to Pay" is 7 specified on the face hereof, and any Interest Payment Date with respect to such Fixed Rate Note would otherwise be a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day. Each payment of interest in respect of an Interest Payment Date shall include interest accrued through the day before such Interest Payment Date. Each payment of interest in respect of an Interest Payment Date shall include interest accrued through the day before such Interest Payment Date. Unless otherwise specified herein, interest on this Note will be computed on the basis of a 360-day year of twelve 30-day months ("30 over 360") or in the case of an incomplete month, the number of days elapsed. Subsequent Interest Periods If so specified on the face hereof, the Interest Rate on this Note may be reset by the Company on the date or dates specified on the face hereof (each an "Optional Reset Date"). Not later than 40 days prior to each Optional Reset Date, the Trustee will mail to the Holder of this Note a notice (the "Reset Notice"), first class, postage prepaid, indicating whether the Company has elected to reset the Interest Rate, and if so, (i) such new Spread or Spread Multiplier and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date, or, if there is no such next Optional Reset Date, to the Stated Maturity of this Note (each such period, a "Subsequent Interest Period"), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period. Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the Interest Rate provided for in the Reset Notice and establish a higher Spread or Spread Multiplier for the Subsequent Interest Period by causing the Trustee to mail notice of such higher Spread or Spread Multiplier to the Holder of this Note. Such notice shall be irrevocable. All Registered Notes with respect to which the Interest Rate is reset on an Optional Reset Date will bear such higher Spread or Spread Multiplier. The Holder of this Note will have the option to elect repayment by the Company on each Optional Reset Date at a price equal to the principal amount hereof, plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth below for optional repayment, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date, and except that if the Holder has tendered this Note for repayment pursuant to a Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender for repayment until the close of business on the tenth day before the Optional Reset Date. Indexed Notes If this Note is an Indexed Principal Note, then the principal amount payable at Stated Maturity or earlier redemption or retirement, is determined by reference to the amount designated on the face hereof as the Face Amount of this Note and by reference to the Index as described on the face hereof. If this Note is an Indexed Principal Note, the principal amount payable at Stated Maturity or any earlier redemption or repayment of this Note may be different from the Face Amount. If the determination of the Index is calculated or announced by a third party, which may be an affiliate of the Company, and such third party either suspends the calculation or announcement of such Index or changes the basis upon which such Index is calculated (other than changes consistent with policies in effect at the time this Note was issued and permitted changes described on the face hereof), then such Index shall be calculated for this Note's purposes by another third party, which 2 8 may be an affiliate of the Company, selected by the Company subject to the same conditions and controls as applied to the original third party. If for any reason such Index cannot be calculated on the same basis and subject to the same conditions and controls as applied to the original third party, then the indexed principal amount of this Note shall be calculated in the manner described on the face hereof. Any determination of such third party shall in the absence of manifest error be binding on all parties. Specified Currency If the Specified Currency is other than U.S. dollars, the amount of any U.S. dollar payment to be made in respect hereof will be determined by the Company or its agent based on the highest firm bid quotation expressed in U.S. dollars received by the Company or its agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date (or, if no such rate is quoted on such date, the last date on which such rate was quoted) from three (or, if three are not available, then two) recognized foreign exchange dealers in The City of New York selected by the Exchange Rate Agent (one or more of which may be an agent involved in the distribution of the Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the Specified Currency payable on such payment date in respect of all Registered Notes denominated in such Specified Currency. All currency exchange costs will be borne by the Holders of such Registered Notes by deductions from such payments. If no such bid quotations are available, then such payments will be made in the Specified Currency, unless the Specified Currency is unavailable due to the imposition of exchange controls or to other circumstances beyond the Company's control, in which case payment will be made as described in the next paragraph. Payments in Currencies other than the Specified Currency Except as set forth below, if any payment in respect hereof is required to be made in a Specified Currency other than U.S. dollars and such currency is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions of or within the international banking community, then such payment shall be made in U.S. dollars until such currency is again available or so used. The amount so payable in such foreign currency shall be converted into U.S. dollars on the basis of the most recently available Market Exchange Rate for such currency or as otherwise indicated on the face hereof. Any payment made under such circumstances in U.S. dollars will not constitute an Event of Default under the Indenture. In the event of an official redenomination of the Specified Currency of this Note (other than as a result of European Monetary Union, but including without limitation an official redenomination of any such Specified Currency that is a composite currency), the obligations of the Company with respect to payments on this Note shall, in all cases, be deemed immediately following such redenomination to provide for the payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. This Note does not provide for any adjustment to any amount payable under this Note as a result of (i) any change in the value of the Specified Currency hereof relative to any other currency due solely to fluctuations in exchange rates or (ii) any redenomination of any component currency of any composite currency (unless such composite currency is itself officially redenominated). In the event of European Monetary Union, the procedures described in this paragraph shall not apply, and the 3 9 obligations of the Company with respect to payments on this Note shall instead be determined as set forth in the following paragraph. Stage III of the European Economic and Monetary Union ("Stage III") is presently scheduled to commence on January 1, 1999 for those member states of the European Union that satisfy the economic convergence criteria set forth in the Treaty on European Union. Certain of the foreign currencies in which this Note may be denominated or payments in respect of this Note may be due or by which amounts due on the Notes may be calculated are issued by countries that are signatories to such Treaty (any such country, a "Relevant Jurisdiction" with respect to such Note). Stage III includes the introduction of a single currency (the "Euro") which will be legal tender in such member states. It is anticipated that the European Union will adopt regulations or other legislation providing specific rules for the introduction of the Euro in substitution for the respective current national currencies of such member states, which regulations or legislation may be supplemented by legislation of the individual member states. In the event that any Relevant Jurisdiction adopts the Euro, the laws and regulations of the European Union (and, if any, of such Relevant Jurisdiction) relating to the Euro implemented pursuant to or by virtue of the Treaty on European Union shall apply to this Note and the Indenture, and, except as provided in the following paragraph, the payment of principal of, or interest on, or any other amounts in respect of this Note or the calculation of amounts due thereon at any time after the official date of introduction of the Euro by the Relevant Jurisdiction shall be effected in Euro in conformity with any such legally applicable measures. If, following the introduction of the Euro by a Relevant Jurisdiction, the Company has the option, pursuant to legally applicable measures, to make payments of principal of, or interest on or any other amounts in respect of, this Note, or to calculate amounts due thereon in either the current national currency of such Relevant Jurisdiction or Euro, the Company will make such payments or calculations in such national currency or Euro at its sole discretion. To the extent that the terms and conditions of this Note require the rounding up or down of certain amounts or quotations expressed in Euro, such rounding will be made to the smallest currency unit of the Euro. The circumstances and consequences described in this paragraph and any resultant amendment to the terms and conditions of this Note will not entitle any Holder hereof (i) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment or renegotiation of the terms and conditions of this Note or the Indenture, or (ii) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose or impracticability) or any other claim for compensation, damages or any other relief, nor will any such events affect any of the other obligations of the Company under this Note or the Indenture. Dual Currency Notes If this Note is specified on the face hereof as a Dual Currency Note, the Company may have a one time option, exercisable on one or more dates (each an "Option Election Date") in whole, but not in part, with respect to all Notes issued on the same day and having the same terms (a "Tranche"), of thereafter making all payments of principal, premium, if any, and interest (which payments would otherwise be made in the Specified Currency of such Notes) in an optional currency (the "Optional Payment Currency"). If the Company makes such an election, the amount payable in the Optional Payment Currency shall be determined using the Designated Exchange Rate specified in the applicable Pricing Supplement. If such election is made, notice of such election shall be mailed in accordance with the terms of the applicable Tranche of Dual Currency Notes within two Business Days of the Option 4 10 Election Date and shall state (i) the first date, whether an Interest Payment Date and/or Stated Maturity, in which scheduled payments in the Optional Payment Currency will be made and (ii) the Designated Exchange Rate. Any such notice by the Company, once given, may not be withdrawn. The equivalent value in the Specified Currency of payments made after such an election may be less, at the then current exchange rate, than if the Company had made such payment in the Specified Currency. Renewable Notes If this Note is specified on the face hereof as a Renewable Note, this Note will mature on an Interest Payment Date occurring in or prior to the twelfth month following the Original Issue Date of this Note (the "Initial Maturity Date") unless the term of all or any portion of this Note is renewed in accordance with the following procedures: On the Interest Payment Date occurring in the sixth month (unless a different interval (the "Special Election Interval") is specified on the face hereof) prior to the Initial Maturity Date of a this Note (the "Initial Renewal Date") and on the Interest Payment Date occurring in each sixth month (or in the last month of each Special Election Interval) after such Initial Renewal Date (each, together with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be extended to the Interest Payment Date occurring in the twelfth month (or, if a Special Election Interval is specified on the face hereof, the last month in a period equal to twice the Special Election Interval) after such Renewal Date, if the Holder of this Note elects to extend the term of this Note or any portion thereof as described below. If the Holder does not elect to extend the term of any portion of the principal amount of this Note during the specified period prior to any Renewal Date, such portion will become due and payable on the Interest Payment Date occurring in the sixth month (or the last month in the Special Election Interval) after such Renewal Date (the "New Maturity Date"). The Holder may elect to renew the term of this Note, or if so specified, any portion thereof, by delivering a notice to such effect to the Trustee (or any duly appointed paying agent) at the corporate trust office of the Trustee or agency of the Trustee in the City of New York not less than 15 nor more than 30 days prior to such Renewal Date. Such election will be irrevocable and will be binding upon each subsequent holder of this Note. An election to renew the term of this Note may be exercised with respect to less than the entire principal amount of this Note only if so specified on the face hereof and then only in such principal amount, or any integral multiple in excess thereof, as is specified on the face hereof. Notwithstanding the foregoing, the term of this Note may not be extended beyond the Stated Maturity specified for this Note on the face hereof. If the Holder does not elect to renew the term, this Note must be presented to the Trustee (or any duly appointed paying agent) and, as soon as practicable following receipt of such Note the Trustee (or any duly appointed paying agent) shall issue in exchange therefore in the name of such Holder (i) a Note, in a principal amount equal to the principal amount of such exchanged Note for which no election to renew the term thereof was exercised, with terms identical to those specified on such exchanged Note (except that such Note shall have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an election to renew is made with respect to less than the full principal amount of such Holder's Note, a replacement Renewable Note, in a principal amount equal to the principal amount of such exchanged Note for which the election to renew was made, with terms identical to the exchanged Note. 5 11 Extension of Maturity If so specified on the face hereof, the Maturity of this Note may be extended at the option of the Company for the period or periods of whole years specified on the face hereof (each an "Extension Period") up to but not beyond the date (the "Final Maturity") set forth on the face hereof. If the Company exercises such option, the Trustee will mail to the Holder of this Note not later than 40 days prior to the old Stated Maturity a notice (the "Extension Notice") first class, postage prepaid indicating (i) the election of the Company to extend the Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate applicable to the Extension Period, and (iv) the provisions, if any, for redemption during such Extension Period. Upon the Trustee's mailing of the Extension Notice, the Maturity of this Note shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, this Note will have the same terms as prior to the mailing of such Notice. Notwithstanding the foregoing, not later than 20 days prior to the old Stated Maturity of this Note, the Company may, at its option, revoke the Interest Rate provided for in the Extension Notice and establish a higher Spread or Spread Multiplier for the Extension Period by causing the Trustee to mail notice of such higher Spread or Spread Multiplier, first class, postage prepaid to the Holder of this Note. Such notice shall be irrevocable. All Registered Notes with respect to which the Maturity is extended will bear such higher Spread or Spread Multiplier. If the Company extends the Maturity of this Note, the Holder will have the option to elect repayment of this Note by the Company on the old Stated Maturity at a price equal to the principal amount hereof, plus interest accrued to such date. In order to obtain repayment on such old Stated Maturity once the Company has extended the Maturity hereof, the Holder must follow the procedures set forth below for optional repayment, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days before the such old Stated Maturity, and except that if the Holder has tendered this Note for repayment pursuant to an Extension Notice, the Holder may, by written notice to the Trustee, revoke such tender for repayment until the close of business on the tenth calendar day before the old Stated Maturity. Optional Redemption, Repayment and Repurchase If so specified on the face hereof, the Company may, at its option, redeem this Note in whole or in part, on the date or dates (each an "Optional Redemption Date") specified herein, at the price (the "Redemption Price")(together with accrued interest to such Optional Redemption Date) specified herein. Unless otherwise stated herein, the Company may exercise such option with respect to this Note by notifying the Trustee for this Note at least 45 days prior to any Optional Redemption Date. At least 30 but not more than 60 days prior to the date of redemption, the Trustee shall mail to the Holder a notice of such redemption at least 30 but not more than 60 days prior to the date of redemption unless otherwise specified on the face hereof. In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof will be issued to the Holder hereof upon the cancellation hereof. If so specified on the face hereof, this Note will be repayable prior to Maturity at the option of the Holder on the Optional Repayment Dates shown on the face hereof at the Optional Repayment Prices shown on the face hereof, together with accrued interest to the date of repayment. In order for this Note to be repaid, the Trustee must receive at least 30 but not more than 45 days prior to an Optional Repayment Date (i) this Note with the form below entitled "Option to Elect 6 12 Repayment" duly completed; or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount of the Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with form duly completed must be received by the Trustee by such fifth Business Day. Any tender of this Note for repayment (except pursuant to a Reset Notice or an Extension Notice) shall be irrevocable. The repayment option may be exercised by the Holder of this Note for less than the entire principal amount of the Note provided that the principal amount of this Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment, this Note shall be canceled and a new Note or Notes for the remaining principal amount hereof shall be issued in the name of the Holder of this Note. Unless otherwise specified on the face hereof, this Note will not be subject to any sinking fund. Notwithstanding anything herein to the contrary, if this Note is a Discount Note, the amount payable in the event of redemption or repayment prior to the Stated Maturity hereof (other than pursuant to an optional redemption by the Company at a stated Redemption Price), in lieu of the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount of this Note as of the redemption date or the date of repayment, as the case may be. The Amortized Face Amount of this Note on any date shall be the amount equal to (i) the Issue Price set forth on the face hereof plus (ii) that portion of the difference between such Issue Price and the stated principal amount of such Note that has accrued by such date at (x) the Bond Yield to Maturity set forth on the face hereof or (y) if so specified, the Bond Yield to Call set forth on the face hereof (computed in each case in accordance with generally accepted United States bond yield computation principles), provided, however, that in no event shall the Amortized Face Amount of a Note exceed its stated principal amount. The Bond Yield to Call listed on the face of this Note shall be computed on the basis of the first occurring Optional Redemption Date with respect to such Note and the amount payable on such Optional Redemption Date. In the event that such Note is not redeemed on such first occurring Optional Redemption Date, the Bond Yield to Call with respect to such Note shall be recomputed on such Optional Redemption Date on the basis of the next occurring Optional Redemption Date and the amount payable on such Optional Redemption Date, and shall continue to be so recomputed on each succeeding Optional Redemption Date until the Note is so redeemed. The Company may at any time purchase Registered Notes at any price in the open market or otherwise. Registered Notes so purchased by the Company may, at the discretion of the Company, be held or resold or surrendered to the Trustee for such Notes for cancellation. Other Terms As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Registered Notes of different authorized denominations, as requested by the Person surrendering the same. 7 13 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Security Registrar and the Trustee duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Registered Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 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 Note 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 Note is registered as the Holder hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. If an Event of Default with respect to the Debt Securities of this series shall have occurred and be continuing, the principal of all the Debt Securities of this series may be declared due and payable in this manner and with the effect provided in the Indenture. In case this Note shall at any time become mutilated, destroyed, stolen or lost and this Note or evidence of the loss, theft, or destruction hereof (together with such indemnity and such other documents or proof as may be required by the Company or the Trustee) shall be delivered to the principal corporate trust office of the Trustee, a new Registered Note of like tenor and principal amount will be issued by the Company in exchange for, or in lieu of, this Note. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Registered Note shall be borne by the Holder of this Note. 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 Debt 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 Debt 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 Debt Securities of any series at the time outstanding, on behalf of the Holders of all the Debt 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 Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon the Debt Security. Holders of Debt Securities may not enforce their rights pursuant to the Indenture or the Note except as provided in the Indenture. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and the coin or currency, herein prescribed. 8 14 This Note shall be deemed to be a contract made and to be performed solely in the State of New York and for all purposes be governed by, and construed in accordance with, the laws of said State without regard to the conflicts of law rules of said State. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 9 15 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -as tenants in common TEN ENT -as tenants by the entireties JT ENT -as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT _________________Custodian________________ (Cust) (Minor) Under Uniform Gifts to Minors Act ______________________________________ (State) Additional abbreviations may also be used though not in the above list ____________________________________________ OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay $__________ principal amount of the within Note, pursuant to its terms, on the "Optional Repayment Date" first occurring after the date of receipt of the within Note as specified below, together with interest thereon accrued to the date or repayment, to the undersigned at: ________________________________________________________________________________ ________________________________________________________________________________ (Please Print or Type Name and Address of the Undersigned) and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining principal amount of this Note. For this Option to Elect Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Company within the relevant time period set forth above at its office or agency in the Borough of Manhattan, the City and State of New York, located initially at the office of the Trustee at 101 Barclay Street, Lobby Level, New York, New York 10286, Attention: Corporate Trust Services Window. Dated: ____________________________________________ Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever. FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto Please insert Social Security or Other Identifying Number of Assignee ________________________________________________________________________________ ________________________________________________________________________________ Please Print or Type Name and Address Including Zip Code of Assignee ________________________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney _______________________________________________________________________ to transfer such Note on the books of Salomon Smith Barney Holdings Inc. with full power of substitution in the premises. Dated:__________________________ ____________________________________________ Signature ____________________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the Note in every particular, without alteration or enlargement or any change whatsoever. -----END PRIVACY-ENHANCED MESSAGE-----