-----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, EMk7LGm58bK4poyMC/lt1iBGi1HIUwKyagKVI9tg6oasC1aOkdbQXqnmc5D79CTK f3Vijrurh3j0iSJCtSPTew== 0000950123-99-006200.txt : 19990702 0000950123-99-006200.hdr.sgml : 19990702 ACCESSION NUMBER: 0000950123-99-006200 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19990701 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: POS AM SEC ACT: SEC FILE NUMBER: 333-02897 FILM NUMBER: 99658129 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SI FINANCING TRUST I CENTRAL INDEX KEY: 0001012708 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 137093413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-02897-01 FILM NUMBER: 99658130 BUSINESS ADDRESS: STREET 1: 388 GREENWICH STREET STREET 2: SEVEN WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2127837000 MAIL ADDRESS: STREET 1: C/O SALOMON INC STREET 2: SEVEN WORLD TRADE CTR CITY: NEWYORK STATE: NY ZIP: 10048 POS AM 1 POST-EFFECTIVE AMENDMENT TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999 REGISTRATION NO. 333-02897 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ SALOMON SMITH BARNEY HOLDINGS INC. NEW YORK 11-2418067 SI FINANCING TRUST I DELAWARE 13-7093413 (EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBERS)
388 GREENWICH STREET NEW YORK, NEW YORK 10013 (212) 816-6000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ JOAN GUGGENHEIMER, ESQ., GENERAL COUNSEL SALOMON SMITH BARNEY HOLDINGS INC. 388 GREENWICH STREET NEW YORK, NEW YORK 10013 (212) 816-6000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ Copies to: STEPHANIE B. MUDICK, ESQ. ALAN L. BELLER, ESQ. GREGORY M. SHAW, ESQ. CITIGROUP INC. CLEARY, GOTTLIEB, STEEN & CRAVATH, SWAINE & MOORE 153 EAST 53RD STREET HAMILTON 825 EIGHTH AVENUE NEW YORK, NEW YORK 10043 ONE LIBERTY PLAZA NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10006
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: At such time (from time to time) after the effective date of this Registration Statement as agreed upon by Salomon Smith Barney Holdings Inc. and the Underwriters in light of market conditions. ------------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] ---------- If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ---------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(c), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-02897) (the "Registration Statement") is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), by Salomon Smith Barney Holdings Inc., a New York corporation (the "Company"), which is the successor to Salomon Smith Barney Holdings Inc., a Delaware corporation ("SSBH"), following a statutory merger (the "Merger") effective on July 1, 1999 for the purpose of changing SSBH's state of incorporation. Prior to the Merger, the Company had no assets or liabilities other than nominal assets or liabilities. In connection with the Merger, the Company succeeded by operation of law to all of the assets and liabilities of SSBH. Also, on July 1, 1999, in connection with the Merger, the Company changed its name to Salomon Smith Barney Holdings Inc. As a result of the Merger, the Company succeeded to SSBH's obligations under the Subordinated Debt Indenture (the "Bankers Trust Indenture"), dated as of December 1, 1988, between SSBH and Bankers Trust Company, as Trustee ("Bankers Trust"), as supplemented, relating to the subordinated debt securities issued thereunder by SSBH. As required by the Bankers Trust Indenture, on July 1, 1999, the Company entered into a Fifth Supplemental Indenture dated July 1, 1999 with Bankers Trust, with respect to the Bankers Trust Indenture, pursuant to which the Company assumed SSBH's obligations under the Bankers Trust Indenture. The Merger was approved on June 30, 1999 by Citigroup Inc., the sole stockholder of SSBH. In accordance with paragraph (d) of Rule 414 of the Securities Act, except as modified by this Post-Effective Amendment No. 1, the Company expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended. 1 3 PART II ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. THE COMPANY Section 721 of the New York Business Corporation Law ("B.C.L.") provides that, in addition to the indemnification provided in Article 7 of the B.C.L., a corporation may indemnify a director or officer by a provision contained in its certificate of incorporation or by-laws or by a duly authorized resolution of its shareholders or directors or by agreement provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and material to the cause of action, or that such director or officer personally gained in fact a financial profit or other advantage to which he was not legally entitled. Section 722(a) of the B.C.L. provides that a corporation may indemnify a director or officer made, or threatened to be made, a party to any action other than a derivative action, whether civil or criminal, against judgments, fines, amounts paid in settlement and reasonable expenses actually and necessarily incurred as a result of such action, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, has no reasonable cause to believe that his conduct was unlawful. Section 722(c) of the B.C.L. provides that a corporation may indemnify a director or officer, made or threatened to be made a party in a derivative action, against amounts paid in settlement and reasonable expenses actually and necessarily incurred by him in connection with the defense or settlement of such action or in connection with an appeal therein if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be available under Section 722(c) of the B.C.L. in respect of a threatened or pending action which is settled or otherwise disposed of or any claims as to which such director or officer shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines, upon application, that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. Section 723 of the B.C.L. specifies the manner in which payment of indemnification under Section 722 of the B.C.L. or indemnification permitted under Section 721 of the B.C.L. may be authorized by the corporation. It provides that indemnification may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification must be authorized by the appropriate corporate action as set forth in Section 723. Section 724 of the B.C.L. provides that, upon application by a director or officer, indemnification may be awarded by a court to the extent authorized under Sections 722 and 723. Section 725 of the B.C.L. contains certain other miscellaneous provisions affecting the indemnification of directors and officers. Section 726 of the B.C.L. authorizes the purchase and maintenance of insurance to indemnify (1) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the above sections, (2) directors and officers in instances in which they may be indemnified by a corporation under such sections, and (3) directors and officers in instances in which they may not otherwise be indemnified by a corporation under such sections, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance. II-1 4 Article Seventh(e) of the Restated Certificate of Incorporation of the Company provides in part as follows: The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation, provided that this provision shall not provide for indemnification to be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Article Ninth of the Restated Certificate of Incorporation of the Company provides as follows: To the fullest extent permitted under section 402 of the B.C.L., no director of the corporation shall be personally liable to the corporation or its shareholders for damages for any breach of duty in such capacity, provided that this provision shall not limit (a) the liability of any director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or her acts violated section 719 of the B.C.L. or (b) the liability of any director for any act or omission prior to adoption of a provision authorized by this paragraph. Article Twelve of the By-laws of the Company provides as follows: The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation, provided that this provision shall not provide for indemnification to be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. The Company has purchased certain liability insurance for its officers and directors as permitted by Section 726 of the B.C.L. and has entered into indemnity agreements with its directors and certain officers providing indemnification in addition to that provided under the B.C.L., as permitted by Section 721 of the B.C.L. SI FINANCING TRUST I The Amended and Restated Declaration of Trust (the "Declaration") of SI Financing Trust I (the "Trust") provides that no Institutional Trustee (as defined in the Declaration) or any of its affiliates, Delaware Trustee (as defined in the Declaration) or any of its affiliates, or officer, director, shareholder, member, partner, employee, representative, custodian, nominee or agent of the Institutional Trustee or the Delaware Trustee (each a "Fiduciary Indemnified Person"), and no Regular Trustee (as defined in the Declaration), affiliate of any Regular Trustee, or any officer, director, shareholder, member, partner, employee, representative or agent of any Regular Trustee, or any employee or agent of the Trust or its affiliates II-2 5 (each a "Company Indemnified Person") shall be liable, responsible or accountable in damages or otherwise to the Trust, any Affiliate (as defined in the Declaration) of the Trust or any holder of securities issued by the Trust, or to any officer, director, shareholder, partner, member, representative, employee or agent of the Trust or its Affiliates for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Fiduciary Indemnified Person or Company Indemnified Person in good faith on behalf of the Trust and in a manner such Fiduciary Indemnified Person or Company Indemnified Person reasonably believed to be within the scope of the authority conferred on such Fiduciary Indemnified Person or Company Indemnified Person by such Declaration or by law, except that a Fiduciary Indemnified Person or Company Indemnified Person shall be liable for any loss, damage, or claim incurred by reason of such Fiduciary Indemnified Person's or Company Indemnified Person's gross negligence (or in the case of a Fiduciary Indemnified Person, negligence) or willful misconduct with respect to such acts or omissions. The Declaration also provides that, to the full extent permitted by law, the Company shall indemnify any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in right of the Trust) by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Declaration of the Trust also provides that to the full extent permitted by law, the Company shall indemnify any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Company Indemnified Person against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Company Indemnified Person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper. The Declaration of the Trust further provides that expenses (including attorneys' fees) incurred by a Company Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to in the immediately preceding two sentences shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Company Indemnified Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in the Declaration. The directors and officers of the Company and the Regular Trustee are covered by insurance policies indemnifying them against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacities and against which they cannot be indemnified by the Company or the Trust. Any agents, dealers or underwriters who execute the agreement filed as Exhibit 1 to the Registration Statement to which this Post-Effective Amendment relates will agree to indemnify the Company's directors and their officers and the Trustees who signed that Registration Statement and this Post-Effective Amendment against certain liabilities that may arise under the Securities Act with respect to information furnished to the Company or the Trust by or on behalf of such indemnifying party. For the undertaking with respect to indemnification, see Item 17 herein. See the Form of Underwriting Agreement filed as Exhibit 1 to Registration Statement No. 333-02897 for certain indemnification provisions. ITEM 16 EXHIBITS. The following exhibits are filed as part of the Registration Statement hereby amended*: II-3 6
EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 2 Agreement and Plan of Merger, dated as of June 30, 1999 between Salomon Smith Barney Holdings Inc., a Delaware corporation ("SSBH"), and SSBHI Merger Company Inc., a New York corporation (the "Company"). 3(a) Certificate of Merger of the Company and SSBH, effective as of July 1, 1999. 3(b) Restated Certificate of Incorporation of the Company effective as of July 1, 1999. 3(c) By-Laws of the Company. 4(q) Fifth Supplemental Indenture dated July 1, 1999 to Subordinated Debt Indenture dated December 1, 1988 between the Company and Bankers Trust Company, as Trustee, incorporated by reference to Exhibit 4(uu) to the Company's Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-38931). 4(r) Second Supplemental Agreement to the Unit Agreement dated July 1, 1999 among the Company, SSBH and The Chase Manhattan Bank. 5(a) Opinion of Cravath, Swaine & Moore. 5(b) Opinion of Morris, Nichols, Arsht & Tunnell. 23(a) Consent of PricewaterhouseCoopers LLP, independent certified public accountants. 23(b) Consent of Arthur Andersen LLP, independent certified public accountants. 23(c) Consent of Cravath, Swaine & Moore (included in Exhibit 5(a)). 23(d) Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5(b)).
* All other exhibits were previously filed as exhibits to, and are listed in, the Registration Statement on Form S-3 to which this is Post-Effective Amendment No. 1. ITEM 17 UNDERTAKINGS. (a) The undersigned Registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of Salomon Smith Barney Holdings Inc.'s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrants pursuant to the provisions described in Item 15 or otherwise, the Registrants have been advised that in the opinion of the SEC, such Indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer, or controlling person of the Registrants in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 7 (d) The undersigned Registrants hereby undertake that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective; and (2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-5 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Salomon Smith Barney Holdings Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of July, 1999. SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ CHARLES W. SCHARF ------------------------------------ Name: Charles W. Scharf Title: Senior Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities with Salomon Smith Barney Holdings Inc. on the 1st day of July, 1999.
SIGNATURE TITLE --------- ----- /s/ MICHAEL A. CARPENTER Chairman of the Board, Chief Executive Officer - --------------------------------------------------- (Principal Executive Officer) and Director (Michael A. Carpenter) /s/ DERYCK C. MAUGHAN Director - --------------------------------------------------- (Deryck C. Maughan) /s/ CHARLES W. SCHARF Senior Executive Vice President and Chief - --------------------------------------------------- Financial Officer (Principal Financial Officer) (Charles W. Scharf) /s/ MICHAEL J. DAY Executive Vice President and Controller - --------------------------------------------------- (Principal Accounting Officer) (Michael J. Day)
II-6 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, SI Financing Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of July, 1999. SI FINANCING TRUST I By: /s/ NAZARETH J. FESTEKJIAN ------------------------------------ Name: Nazareth J. Festekjian Title: Regular Trustee By: /s/ PHILIP U. TREMMEL ------------------------------------ Name: Philip U. Tremmel Title: Regular Trustee By: /s/ MERWAN A. MARSHI ------------------------------------ Name: Merwan A. Marshi Title: Regular Trustee II-7 EX-2 2 AGREEMENT AND PLAN OF MERGER 1 Exhibit 2 AGREEMENT AND PLAN OF MERGER June 30, 1999 PARTIES - - Salomon Smith Barney Holdings Inc., ("Mergeco"), a Delaware corporation - - SSBHI Merger Company Inc. ("Surviveco"), a New York corporation BACKGROUND Mergeco and Surviveco desire to merge Mergeco into Surviveco with the results that (i) Surviveco be the surviving corporation; (ii) each holder of capital stock of Mergeco will receive in exchange for each share of its capital stock an equivalent share of capital stock of Surviveco; (iii) the sole shareholder of all the capital stock of Surviveco will have its shares (with the exception of any shares received pursuant to (ii) above) cancelled; (iv) the certificate of incorporation of the surviving corporation will be amended as provided in this plan of merger, including changing the name of the surviving corporation to "Salomon Smith Barney Holdings Inc." AGREEMENT AND PLAN OF MERGER Section 1. Constituent corporations The constituent corporations are Salomon Smith Barney Holdings Inc., a Delaware corporation ("Mergeco") and SSBHI Merger Company Inc., a New York corporation ("Surviveco"). 2 Surviveco is the surviving corporation. Mergeco was incorporated March 14, 1960 in Delaware. Surviveco was incorporated February 23, 1977 in New York. Section 2. Capital Stock The outstanding shares of capital stock of Mergeco consist of 1,000 shares of common stock having a par value of one cent ($.01) per share, all of which are entitled to vote. The outstanding shares of capital stock of Surviveco consist of 10 shares of common stock having no par value, all of which are entitled to vote. Section 3. Terms and conditions of Merger (a) On July 1, 1999 (the "Effective Date"), the separate existence of Mergeco shall cease and it shall be merged into Surviveco (the "Merger"). Surviveco shall (i) be the surviving corporation, (ii) continue to be governed by the laws of the State of New York and (iii) continue under the name "Salomon Smith Barney Holdings Inc." (b) The by-laws of Mergeco as restated on the date hereof shall be the by-laws of the surviving corporation. (c) The directors of Mergeco immediately prior to the Merger shall continue in office as directors of the surviving corporation after the Merger until their successors are elected and qualified. On the Effective Date, the directors and officers of Surviveco immediately prior to the merger shall cease to be directors and officers of the surviving corporation. (d) The resolutions of the board of directors of Mergeco in existence prior to the Merger shall survive the Merger, and all the resolutions of Surviveco (except for those relating to the Merger) shall be revoked as of the Effective Date. Section 4. Manner of converting shares. (a) Each share of common stock of Mergeco issued and outstanding on the Effective Date shall on the Effective Date, without any action on the part of the holder of such share, become a fully paid and non-assessable share of common stock of the surviving corporation. (b) Each share of capital stock of Surviveco issued and outstanding on the Effective Date 3 shall on and after the Effective Date, without any action on the part of the holder of such share, be cancelled and retired. Section 5. Termination; amendments. At any time prior to the filing of a certificate of merger for the Merger with the Secretary of State of the State of New York, this agreement may be terminated by the board of directors of either constituent corporation notwithstanding approval of this Agreement by the stockholders of either or both of the constituent corporations. Section 6. Certificate of incorporation The certificate of incorporation of the surviving corporation shall be amended and restated to read in its entirety as follows: FIRST: NAME The name of the corporation is Salomon Smith Barney Holdings Inc. SECOND: PURPOSE The corporation is formed for the purpose of engaging in any lawful act or activity for which corporations may be organized under the Business Corporation Law (the BCL). The corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. THIRD: OFFICE The office of the corporation is located in the City of New York, County of New York. FOURTH: CAPITAL SHARES 4 (a) The corporation shall have the authority to issue 1,000 common shares, with a par value of one cent ($.01) per share and 10,000,000 preferred shares, with a par value of one dollar ($1.00) per share. (b) The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of New York, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (i) the number of shares constituting that series and the distinctive designation of that series. (ii) the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of that series; (iii) whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (iv) whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the board of directors shall determine; (v) whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (vi) whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (vii) the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the corporation or any subsidiary of any outstanding shares of the corporation; (viii) the rights of the shares of that series in the event of voluntary or 5 involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; (ix) any restrictions on transfers of shares of that series; and (x) any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series. (c) Shares of any series of preferred shares that have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes, shall have the status of authorized and unissued shares of preferred shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of preferred shares to be created by resolution or resolutions of the board of directors or as part of any other series of preferred shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the board of directors providing for the issue of any series of preferred shares. (d) Dividends on outstanding shares of Preferred Stock shall be paid, or declared and set apart for payment, before any dividends shall be paid or declared and set apart for payment on outstanding shares of Common Stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto. (e) Subject to the provisions of any applicable law or except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation. (f) Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for 6 the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors. (g) Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share ratably according to the number of shares of Common Stock held by them in all remaining assets of the Corporation available for distribution. FIFTH: AGENT FOR SERVICE OF PROCESS The Secretary of State is designated as agent of the corporation upon whom process against the corporation may be served. The post office address of the corporation to which the Secretary of State shall mail process against the corporation served upon the Secretary of State is Salomon Smith Barney Inc., 388 Greenwich Street, New York, NY 10013, attention: General Counsel. SIXTH: NO PREEMPTIVE RIGHTS Shareholders shall not be entitled to preemptive rights, directly or indirectly, in respect of any equity, voting, or other shares of the corporation. SEVENTH: MANAGEMENT OF THE BUSINESS The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and shareholders: (a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. (b) The directors shall have concurrent power with the shareholders 7 to make, alter, amend, change, add to or repeat the By-Laws of the Corporation. (c) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide. (d) A director may be removed, with or without cause, by a majority vote of the outstanding common shares. (e) The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation, provided that this provision shall not provide for indemnification to be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. (f) In addition to the powers and authority herein or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the BCL, this Amended and Restated Certificate of Incorporation, and any By-Laws adopted by the shareholders; provided, however, that no By-Laws hereafter adopted by the shareholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted. EIGHTH: AMENDMENTS The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and al rights conferred upon shareholders herein are granted subject to this reservation. NINTH: LIMITATION OF LIABILITY OF DIRECTORS To the fullest extent permitted under section 402 of the BCL, no director of the corporation shall be personally liable to the corporation or its shareholders for damages for any breach of duty in such capacity, provided that this provision 8 shall not limit (a) the liability of any director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or her acts violated section 719 of the BCL, or (b) the liability of any director for any act or omission prior to adoption of a provision authorized by this paragraph. IN WITNESS WHEREOF, the undersigned have duly executed this Merger Agreement as of the 30th day of June, 1999. SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ MICHAEL A. CARPENTER --------------------------- Name: Michael A. Carpenter Title Chairman and Chief Executive Officer SSBHI MERGER COMPANY INC. By: /s/ MICHAEL A. CARPENTER --------------------------- Name: Michael A. Carpenter Title Chairman and Chief Executive Officer EX-3.A 3 CERTIFICATE OF MERGER 1 Exhibit 3(a) CERTIFICATE OF MERGER OF SALOMON SMITH BARNEY HOLDINGS INC. INTO SSBI MERGER COMPANY INC. UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW The undersigned corporations, as the constituent corporations in a merger (the "Merger") pursuant to section 904 of the Business Corporation Law (the "BLC"), certify that: 1. The constituent corporations are Salomon Smith Barney Holdings Inc., a Delaware corporation ("Mergeco"), and SSBHI Merger Company Inc., a New York corporation ("Surviveco") Surviveco is the surviving corporation. Mergeco was incorporated on March 14, 1960 in Delaware under the name Engelhard Industries, Inc. Its application for authority to do business in New York was filed by the Department of State on September 22, 1967. Surviveco was incorporated on February 23, 1977 in New York under the name Sutdex Real Estate, Inc. 2. The outstanding shares of capital stock of Mergeco consist of (i) 1,000 shares of common stock, one cent ($.01) par value, all of which are entitled to vote. The outstanding shares of capital stock of Surviveco consist of 10 shares of common stock, without par value, all of which are entitled to vote. 3. Article First of the Amended and Restated Certificate of Incorporation of the surviving corporation shall be amended to read in its entirety as follows: FIRST: Name The name of the corporation is Salomon Smith Barney Holdings Inc. 4. The effective date of the Merger shall be July 1, 1999. 5. The merger was authorized with respect to the domestic constituent 2 corporation, Surviveco, by the adoption of a plan of merger meeting the requirements of section 902 of the BCL by (i) the board of directors of Surviveco pursuant to section 902 of the BCL and, after having been first duly executed on behalf of Surviveco and Mergeco; and (ii) the written consent of the holders of all shares of Surviveco entitled to vote thereon pursuant to section 903 and 615 of the BCL. The Merger is permitted by the laws of Delaware, the jurisdiction of Mergeco, the constituent foreign corporation, and is in compliance therewith. This certificate is dated July 1, 1999 and is affirmed by each of the undersigned constituent corporations as true under the penalties of perjury. SALOMON SMITH BARNEY HOLDINGS INC. By /s/ Charles W. Scharf ------------------------------------------ Charles W. Scharf Chief Financial Officer By /s/ Andrew W. Alter ------------------------------------------- Andrew W. Alter Assistant Secretary SSBHI MERGER COMPANY INC. By /s/ Charles W. Scharf ----------------------------------------- Charles W. Scharf Chief Financial Officer By /s/ Andrew W. Alter ------------------------------------------ Andrew W. Alter Assistant Secretary EX-3.B 4 RESTATED CERTIFICATE OF INCORPORATION 1 Exhibit 3(b) Restated Certificate of Incorporation of SSBHI Merger Company Inc. - -------------------------------------------------------------------------------- under section 807 of the Business Corporation Law - -------------------------------------------------------------------------------- The undersigned corporation certifies that: 1 The name of the corporations is SSBHI Merger Company Inc. The corporation was originally formed under the name "Sutdex Real Estate, Inc." 2 The certificate of incorporation of the corporation was filed with the department of state on February 23, 1977. 3 The text of the certificate of incorporation is amended as follows: ------------------------------------------------------- Article FIRST of the certificate of incorporation is amended to restate the name of the corporation. Article SECOND of the certificate of incorporation is amended to restate the purposes of the corporation, as permitted by section 402(a)(2) of the Business Corporation Law (the BCL). Article THIRD of the certificate of incorporation is amended to change the address of the corporation's office to New York City, New York County. Article FOURTH of the certificate of incorporation is amended to change the authorized number of shares from 200 shares without par value to 1,000 shares of common stock with a par value of one cent ($.01) per share, and to add 10,000,000 shares of preferred stock, with a par value of one dollar ($1.00) per share. The issued share capital stock of the corporation will change from 10 shares of common stock to 1,000 shares of common stock at a rate of 100 to one. The remaining 190 unissued shares, without par value will be canceled. Article FIFTH of the certificate of incorporation is amended to change the corporation's agent for service of process. Article SIXTH of the certificate of incorporation, setting the corporation's accounting year, is deleted. 2 Article SEVENTH of the certificate of incorporation is changed to Article SIXTH. A new Article SEVENTH is added to the certificate of incorporation, dealing with the management of the corporation. Article EIGHTH of the certificate of incorporation, dealing with the relationship of the certificate of incorporation to the BCL, is deleted. A new article EIGHTH is added to the certificate of incorporation, stating the rights of the corporation to amend the Restated Certificate of Incorporation. A new article NINTH is added to the certificate of incorporation limiting the liability of directors of the corporation. 4 The text of the certificate of incorporation, as amended as described in section 3, is restated to read in its entirety as follows: - ------------------------------------------------------------------------------- FIRST: NAME The name of the corporation is Salomon Smith Barney Holdings Inc. SECOND: PURPOSE The corporation is formed for the purpose of engaging in any lawful act or activity for which corporations may be organized under the Business Corporation Law (the BCL). The corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. 2 3 THIRD: OFFICE The office of the corporation is located in the City of New York, County of New York. FOURTH: CAPITAL SHARES (a) The corporation shall have the authority to issue 1,000 common shares, with a par value of one cent ($.01) per share and 10,000,000 preferred shares, with a par value of one dollar ($1.00) per share. (b) The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of New York, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (i) the number of shares constituting that series and the distinctive designation of that series. (ii) the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of that series; (iii) whether that series shall have voting rights, in 3 4 addition to the voting rights provided by law, and, if so, the terms of such voting rights; (iv) whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the board of directors shall determine; (v) whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (vi) whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (vii) the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the corporation or any subsidiary of any outstanding shares of the corporation; (viii) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; (ix) any restrictions on transfers of shares of that series; and 4 5 (x) any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series. (b) Shares of any series of preferred shares that have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes, shall have the status of authorized and unissued shares of preferred shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of preferred shares to be created by resolution or resolutions of the board of directors or as part of any other series of preferred shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the board of directors providing for the issue of any series of preferred shares. (c) Dividends on outstanding shares of Preferred Stock shall be paid, or declared and set apart for payment, before any dividends shall be paid or declared and set apart for payment on outstanding shares of Common Stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto. 5 6 (d) Subject to the provisions of any applicable law or except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation. (e) Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors. (f) Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share ratably according to the number of shares of 6 7 Common Stock held by them in all remaining assets of the Corporation available for distribution. FIFTH: AGENT FOR SERVICE OF PROCESS The Secretary of State is designated as agent of the corporation upon whom process against the corporation may be served. The post office address of the corporation to which the Secretary of State shall mail process against the corporation served upon the Secretary of State is Salomon Smith Barney Inc., 388 Greenwich Street, New York, NY 10013, attention: General Counsel. SIXTH: NO PREEMPTIVE RIGHTS Shareholders shall not be entitled to preemptive rights, directly or indirectly, in respect of any equity, voting, or other shares of the corporation. SEVENTH: MANAGEMENT OF THE BUSINESS The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and shareholders: (a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. (b) The directors shall have concurrent power with the shareholders to make, alter, amend, change, 7 8 add to or repeat the By-Laws of the Corporation. (c) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide. (d) A director may be removed, with or without cause, by a majority vote of the outstanding common shares. (e) The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation, provided that this provision shall not provide for indemnification to be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. (f) In addition to the powers and authority herein or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the BCL, this Amended and Restated Certificate of Incorporation, and any By-Laws adopted by the shareholders; 8 9 provided, however, that no By-Laws hereafter adopted by the shareholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted. EIGHTH: AMENDMENTS The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and al rights conferred upon shareholders herein are granted subject to this reservation. NINTH: LIMITATION OF LIABILITY OF DIRECTORS To the fullest extent permitted under section 402 of the BCL, no director of the corporation shall be personally liable to the corporation or its shareholders for damages for any breach of duty in such capacity, provided that this provision shall not limit (a) the liability of any director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or her acts violated section 719 of the BCL, or (b) the liability of any director for any act or omission prior to adoption of a provision authorized by this paragraph. 9 10 5 This amendment and restatement of the certificate of incorporation was authorized by (i) the board of directors of the corporation pursuant to section 803 of the BCL and, (ii) the written consent of the holders of all shares of the corporation entitled to vote thereon pursuant to section 803 of the BCL. This certificate is dated July 1, 1999 and is affirmed by the undersigned corporation as true under the penalties of perjury. SSBHI Merger Company Inc. By: /s/ Michael A. Carpenter ----------------------------------------- Michael A. Carpenter Chairman and Chief Executive Officer By: /s/ Andrew W. Alter ------------------------------------------ Andrew W. Alter Assistant Secretary 10 EX-3.C 5 BYLAWS OF THE COMPANY 1 Exhibit 3(c) B Y - L A W S OF SALOMON SMITH BARNEY HOLDINGS INC. (hereinafter called the "corporation") ARTICLE I OFFICES Section 1. The office of the corporation shall be located in the County of New York, in the State of New York. Section 2. The corporation may also have offices at such other places both within and without the State of New York as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II ANNUAL MEETINGS OF SHAREHOLDERS Section 1. All meetings of shareholders for the election of 1 2 directors shall be held in the City of New York, State of New York at such place as may be fixed from time to time by the board of directors. Section 2. Annual meetings of shareholders, commencing with the year 2000 shall be held on the 15th day of April if not a legal holiday, and if a legal holiday, then on the next secular day following, at 2:00 PM, at which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. ARTICLE III SPECIAL MEETINGS OF SHAREHOLDERS Section 1. Special meetings of shareholders may be held at such time and place within or without the State of New York as shall be stated in the 2 3 notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of not less than 50% of all the shares entitled to vote at the meeting. Section 3. Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of, the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting. Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. 3 4 ARTICLE IV QUORUM AND VOTING OF STOCK Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted that might have been transacted at the meeting as originally notified. Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation. Section 3. Each outstanding share of stock having voting power shall 4 5 be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Section 4. The board of directors in advance of any shareholders' meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and, on the request of any shareholder entitled to vote thereat, shall appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. 5 6 ARTICLE V DIRECTORS Section 1. The number of directors shall be not less than two and nor more than twenty. Directors shall be at least eighteen years of age and need not be residents of the State of New York nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders. Section 2. Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting called for that purpose. Section 3. Unless otherwise provided in the certificate of incorporation, newly created directorships resulting from an increase in the board of 6 7 directors and all vacancies occurring in the board of directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of a majority of the board of directors; however, if the number of directors then in office is less than a quorum, then such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall hold office until the next meeting of shareholders at which election of directors is the regular order of business, and until his successor shall have been elected and qualified. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified. Section 4. The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders. Section 5. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of New York, at such place or places as they may from time to time determine. 7 8 Section 6. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. ARTICLE VI MEETING OF THE BOARD OF DIRECTORS Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of New York. Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors. 8 9 Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board. Section 4. Special meetings of the board of directors may be called by the president on 25 hours' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Section 5. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. Section 6. One third of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless 9 10 the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 7. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 8. Unless the certificate of incorporation provides otherwise, any action required or permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. 10 11 ARTICLE VII EXECUTIVE COMMITTEE Section 1. The board or directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee consisting of not more than ten nor fewer than two directors, and other committees each consisting of at least one director, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required. ARTICLE VIII NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon 11 12 prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE IX OFFICERS Section 1. The officers of the Corporation shall be chosen by the Board of Directors and shall include a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors, or Co-Chairmen of the Board of Directors, each of whom must be a director, a President and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same 12 13 person, unless otherwise prohibited by law or the Certificate of Incorporation. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman or Co-Chairmen of the Board of Directors, need such officers be directors of the Corporation. Any two or more offices may be held by the same person. When all the issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation 13 14 shall be filled by the board of directors. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the 14 15 absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, 15 16 the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the 16 17 corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. Section 15. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. Any Vice Chairman, the Chief Administrative Officer, the General Counsel or the Chief Financial Officer shall have the same authority to bind the Corporation as the President, unless otherwise specified by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and 17 18 to prescribe their respective duties and powers. ARTICLE X CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by the chairman or vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation and may be sealed with the seal of the corporation of a facsimile thereof. When the corporation is authorized to issue shares of more than one class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series. 18 19 Within a reasonable time after the issuance or transfer of any uncertificated shares there shall be sent to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to paragraphs (b) and (c) of Section 508 of the New York Business Corporation Law. Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue. Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any 19 20 claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed. Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate shall be cancelled and the transaction shall be recorded upon the books of the corporation. Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the 20 21 adjourned meeting. Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York. Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting. 21 22 ARTICLE XI GENERAL PROVISIONS Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation's bonds or its property, including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons 22 23 as the board of directors may from time to time designate. Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors. Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, New York". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. ARTICLE XII INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES Section 1. The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation, provided that this provision shall not provide for 23 24 indemnification to be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. ARTICLE XIII AMENDMENTS Section 1. These by-laws may be amended or repealed or new by-laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the vote of the holders of shares entitled to vote in the election of any directors, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting. These by-laws may also be amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board. If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of 24 25 shareholders for the election of directors the by-law so adopted, amended or repealed, together with precise statement of the changes made. By-laws adopted by the board of directors may be amended or repealed by the shareholders. 25 EX-4.R 6 SUPPLEMENTAL AGREEMENT 1 EXHIBIT 4(r) SECOND SUPPLEMENTAL AGREEMENT TO THE UNIT AGREEMENT SECOND SUPPLEMENTAL AGREEMENT TO THE UNIT AGREEMENT, dated as of July 1, 1999 (the "Supplemental Agreement"), among SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware ("SSBH"), SSBHI MERGER COMPANY INC., a corporation duly organized and existing under the laws of the State of New York ("Merger Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as Agent (the "Agent"), under the Unit Agreement, dated as of July 3, 1996, between SSBH and the Agent, as supplemented .by a supplemental agreement dated as of November 28, 1997 among Travelers Group Inc., SSBH and the Agent (the "Unit Agreement"). WITNESSETH: WHEREAS, SSBH and the Agent entered into the Unit Agreement; WHEREAS, pursuant to the Unit Agreement, certain Purchase Contracts (the "Purchase Contracts") were executed in connection with the sale of the Units pursuant to the Unit Agreement; WHEREAS, SSBH, The Bank of New York, a corporation duly organized and existing under the laws of the State of New York, as Collateral Agent (the "Collateral Agent"), and The Chase Manhattan Bank, as Unit Agent, entered into the Pledge Agreement (the "Pledge Agreement") dated as of July 3, 1996 providing for, among other things, the pledge of the Preferred Securities (as defined in the Unit Agreement) to the Collateral Agent; WHEREAS, SSBH will merge into Merger Company (the "Merger"), effective as of the effective time of the Merger (the "Effective Time"), pursuant to an Agreement and Plan of 2 Merger dated as of June 30, 1999 between Merger Company and SSBH (the "Merger Agreement"); WHEREAS, pursuant to the Agreement and Plan of Merger, as of the Effective Time, Merger Company will change its name to Salomon Smith Barney Holdings Inc.; WHEREAS, as of the Effective Time of the Merger, Merger Company, as successor by merger to SSBH, will succeed, insofar as permitted by law, to all rights, liabilities and obligations of SSBH; WHEREAS, SSBH and Merger Company desire to enter into this Supplemental Agreement; NOW, THEREFORE, Merger Company covenants and agrees with the Agent as follows: ARTICLE I ASSUMPTION AND SUBSTITUTION Section 1.01. As of the Effective Time, Merger Company hereby assumes the obligations of the Company (as defined in the Unit Agreement) under the Purchase Contracts, the Unit Agreement and the Pledge Agreement. Section 1.02 The validity, interpretation, construction and performance of this Supplemental Agreement shall be governed by, and be construed in accordance with, the laws of the State of New York, without regard to its conflicts of laws principles. Section 1.03 This Supplemental Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. 3 Each of SALOMON SMITH BARNEY HOLDINGS INC., SSBHI MERGER COMPANY INC., and THE CHASE MANHATTAN BANK, as Agent, has caused this Supplemental Agreement to be signed by one of its officers thereunto, all as of July 1, 1999. SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Mark Kleinman --------------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer SSBHI MERGER COMPANY INC. By: /s/ Mark Kleinman --------------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer THE CHASE MANHATTAN BANK, as Agent By: /s/ Robert S. Peschler --------------------------------------------- Name: Robert S. Peschler Title: Assistant Vice President EX-5.A 7 OPINION OF CRAVATH AND SWAIN 1 Exhibit 5(a) July 1, 1999 Registration Statement on Form S-3 Registration No. 333-02897 Ladies and Gentleman: We have acted as special counsel for Salomon Smith Barney Holdings Inc., a New York corporation (the "Company"), and SI Financing Trust I, a statutory business trust created under the Business Trust Act of the State of Delaware (the "Trust"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of a Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333- 02897), as amended (the "Registration Statement") for the registration under the Act of: (a) Trust Preferred Stock(SM) (TRUPS(SM)) Units (the "Units") consisting of (i) Trust Preferred Securities (the "Preferred Securities") issued by the Trust and (ii) Purchase Contracts of the Company (as successor by merger to Salomon Smith Barney Holdings Inc., a Delaware corporation ("SSBH")), requiring the purchase of depositary shares (the "Depositary Shares") evidenced by depositary receipts (the "Depositary Receipts"), each representing a one-twentieth interest in a share of Cumulative Preferred Stock, Series L (the "Series L Preferred Stock"), of Citigroup Inc., a Delaware corporation ("Citigroup"); (b) a guarantee by the Company (as successor by merger to SSBH) on a subordinated basis of the payment of distributions on the Preferred Securities out of money held by the Trust and payments upon redemption of the Preferred Securities or liquidation of the Trust, to the extent set forth in the Registration Statement, pursuant to the Preferred Securities Guarantee Agreement (the "Guarantee") between the Company (as successor by merger to SSBH) and The Chase Manhattan Bank (formerly known as Chemical Bank), as Guarantee Trustee; and (c) Subordinated Debt Securities of 2 2 the Company (the "Subordinated Debt Securities") issued under an Indenture, as supplemented from time to time, including the Third Supplemental Indenture in respect of the Subordinated Debt Securities and the Fifth Supplemental Indenture in respect of the Merger referred to in the next paragraph (the "Indenture") between the Company (as successor by merger to SSBH) and Bankers Trust Company, as Trustee. The Units were issued pursuant to a Unit Agreement (the "Unit Agreement") between the Company (as successor by merger to SSBH) and The Chase Manhattan Bank (formerly known as Chemical Bank), as Unit Agent. The Depositary Receipts evidencing the Depositary Shares will be issued pursuant to a Deposit Agreement (the "Deposit Agreement") between Citigroup (as successor to the Company by virtue of the Assignment and Assumption Agreement referred to in the next paragraph) and First Chicago Trust Company of New York, as Depositary. The Series L Preferred Stock will be issued pursuant to the Restated Certificate of Incorporation of Citigroup. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Registration Statement. In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including (a) the documents identified in the immediately preceding paragraph, (b) the Agreement and Plan of Merger dated as of June 30, 1999 (the "Merger Agreement"), between SSBH and SSBHI Merger Company Inc., a New York corporation ("Surviveco"), providing for, among other things, the merger (the "Merger") of SSBH into Surviveco with the results that Surviveco will be the surviving corporation and will change its name to "Salomon Smith Barney Holdings Inc.", (c) the Supplemental Agreement to Unit Agreement dated as of November 28, 1997 (the "First Supplemental Agreement"), between Citigroup (formerly known as Travelers Group Inc.), SSBH and the Unit Agent, (d) the Supplemental Agreement to Unit Agreement (the "Second Supplemental Agreement") dated as of July 1, 1999, between SSBH, the Company and the Unit Agent, (e) the Fifth Supplemental Indenture (the "Fifth Supplemental Indenture") dated as of July 1, 1999, among SSBH, the Company and the Trustee, and (f) the Assignment and Assumption Agreement dated as of November 26, 1997 (the "Assignment Agreement"), 3 3 by and among SSBH (formerly known as Salomon Inc), Citigroup (formerly known as Travelers Group Inc.) and the Depositary. For all purposes of this opinion we have assumed that the Merger and all other transactions contemplated by the Merger Agreement have been consummated in accordance with the terms of the Merger Agreement. Based on the foregoing, we are of opinion as follows: 1. Assuming the Unit Agreement has been duly authorized, executed and delivered by SSBH and the Unit Agent and the First Supplemental Agreement has been duly authorized, executed and delivered by Citigroup, SSBH and the Unit Agent, when the Second Supplemental Agreement has been duly authorized, executed and delivered by SSBH, the Company and the Unit Agent, the Unit Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights generally and subject as to enforceability to general principles of equity, regardless of whether such enforceability is sought in a proceeding in equity or at law); and assuming the Units have been issued in accordance with the terms of the Unit Agreement and delivered against payment therefor, the Units entitle the holders thereof to the rights specified in the Unit Agreement, as amended or supplemented by the First Supplemental Agreement and the Second Supplemental Agreement (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights generally and subject as to enforceability to general principles of equity, regardless of whether such enforceability is sought in a proceeding in equity or at law). 2. Assuming the Purchase Contracts have been duly authorized, executed and delivered by SSBH, when the Second Supplemental Agreement has been duly authorized, executed and delivered by SSBH, the Company and the Unit Agent, the 4 4 Purchase Contracts will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights generally and subject as to enforceability to general principles of equity, regardless of whether such enforceability is sought in a proceeding in equity or at law). 3. Assuming the Deposit Agreement has been duly authorized, executed and delivered by SSBH and the Depositary and the Assignment Agreement has been duly authorized, executed and delivered by SSBH, Citigroup and the Depositary, the Deposit Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights generally and subject as to enforceability to general principles of equity, regardless of whether such enforceability is sought in a proceeding in equity or at law); and when the Depositary Receipts are issued in accordance with the provisions of the Deposit Agreement against the deposit of validly issued, fully paid and nonassessable shares of Series L Preferred Stock, such Depositary Receipts will entitle the holders thereof to the rights specified in such Depositary Receipts and in the Deposit Agreement (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights generally and subject as to enforceability to general principles of equity, regardless of whether such enforceability is sought in a proceeding in equity or at law). 4. When the shares of the Series L Preferred Stock have been duly issued and delivered against payment therefor, such shares will be validly issued, fully paid and nonassessable. 5. Assuming the Guarantee has been duly authorized, executed and delivered by SSBH, the Guarantee constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, 5 5 fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights generally and subject as to enforceability to general principles of equity, regardless of whether such enforceability is sought in a proceeding in equity or at law). 6. Assuming (a) the Subordinated Debt Securities have been duly authorized by SSBH, (b) the Third Supplemental Indenture in respect of the Subordinated Debt Securities has been duly executed and delivered by SSBH and the Indenture Trustee and (c) the Subordinated Debt Securities have been duly executed by SSBH and authenticated by the Indenture Trustee in accordance with the terms of the Indenture and delivered against payment therefor, when the Fifth Supplemental Indenture has been duly authorized, executed and delivered by SSBH, the Company and the Indenture Trustee, the Subordinated Debt Securities will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors' rights generally and subject as to enforceability to general principles of equity, regardless of whether such enforceability is sought in a proceeding in equity or at law). We are members of the bar of the State of New York and express no opinion as to any matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America. We know that we are referred to under the heading "LEGAL OPINIONS" in the form of Prospectus included in the Registration Statement, and we hereby consent to the use of our name therein and to the filing of this opinion with the Commission as Exhibit 5(a) to the Registration Statement. Very truly yours, /s/ Cravath, Swaine & Moore Salomon Smith Barney Holdings Inc. SI Financing Trust I Seven World Trade Center New York, NY 10048 EX-5.B 8 OPINION OF MORRIS NICHOLS ARSHT 1 EXHIBIT 5(b) [Letterhead of Morris, Nichols, Arsht & Tunnell] July 1, 1999 SI Financing Trust I Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10048 Re: SI Financing Trust I Ladies and Gentlemen: We have acted as special Delaware counsel to SI Financing Trust I, a Delaware statutory business trust (the "Trust"), in connection with certain matters relating to the formation of the Trust and the issuance of Preferred Securities to beneficial owners pursuant to and as described in Registration Statement No. 333-2897 (and the Prospectus forming a part thereof) on Form S-3 filed with the Securities and Exchange Commission on April 26, 1996, as amended by Pre-Effective Amendment Nos. 1, 2, 3, 4, and 5 and Post-Effective Amendment No. 1 thereto (as so amended, the "Registration Statement"). Capitalized terms used herein and not otherwise herein defined are used as defined in the Amended and Restated Declaration of Trust of the Trust in the form attached as an exhibit to the Registration Statement (the "Governing Instrument"). In rendering this opinion, we have examined copies of the following documents in the forms provided to us: the Certificate of Trust of the Trust as filed in the Office of the Secretary of State of the State of Delaware (the "State Office") on April 25, 1996 (the "Certificate"), as amended by a certificate of amendment thereto filed with the State Office on September 16, 1996; a Declaration of Trust of the Trust dated as of April 25, 1996 (the "Original Governing Instrument"); the Governing Instrument; the Indenture dated as of December 1, 1988 between Salomon Smith Barney Holdings Inc. (formerly "Salomon Inc") ("SSBH") and Bankers Trust Company, as Trustee (the "Indenture"); the Preferred Securities Guarantee by SSBH; the Common Securities Guarantee by SSBH; the Third Supplemental Indenture under the Indenture between SSBH and Bankers Trust 2 SI Financing Trust I c/o Salomon Smith Barney Holdings Inc. July 1, 1999 Page 2 Company, as Trustee; the Fourth Supplemental Indenture under the Indenture; the Fifth Supplemental Indenture under the Indenture; the Underwriting Agreement relating to the Preferred Securities between Salomon Inc and the Trust as confirmed and accepted by Salomon Smith Barney Inc. (formerly "Salomon Brothers Inc") for itself and the other several Underwriters named on Schedule I thereto (the "Underwriting Agreement"); the Registration Statement; and a certification of good standing of the Trust obtained as of a recent date from the State Office. In such examinations, we have assumed the genuineness of all signatures, the conformity to original documents of all documents submitted to us as drafts or copies or forms of documents to be executed and the legal capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion: (i) the due formation or organization, valid existence and good standing of each entity (other than the Trust) that is a party to any of the documents reviewed by us under the laws of the jurisdiction of its respective formation or organization; (ii) the due authorization, execution and delivery by, or on behalf of, each of the parties thereto of the above-referenced documents (including, without limitation, the due authorization, execution and delivery of the Governing Instrument and the Underwriting Agreement prior to the first issuance of Preferred Securities); (iii) that no event has occurred subsequent to the filing of the Certificate that would cause a dissolution or liquidation of the Trust under the Original Governing Instrument or the Governing Instrument, as applicable; (iv) that the activities of the Trust have been and will be conducted in accordance with the Original Governing Instrument or the Governing Instrument, as applicable, and the Delaware Business Trust Act, 12 Del. C. Section 3801 et seq. (the "Delaware Act"); (v) that each Holder of Preferred Securities has made payment of the required consideration therefor and received a Preferred Securities Certificate in consideration thereof in accordance with the terms and conditions of the Governing Instrument, Registration Statement and Underwriting Agreement; (vi) that the Preferred Securities have otherwise been issued and sold to, and held or transferred by, the Preferred Securities Holders (and any subsequent transferee), and all transfers have been made, in accordance with the terms, conditions, requirements and procedures set forth in the Governing Instrument, Registration Statement and Underwriting Agreement; (vii) that none of the Preferred Securities have been called for redemption, redeemed, converted, exchanged or canceled (except in connection with a permitted transfer) and all of the Preferred Securities remain outstanding; and (vii) that the documents examined by us are in full force and effect, express the entire understanding of the parties thereto with respect to the subject matter thereof and have not been amended, supplemented or otherwise modified, except as herein referenced. No opinion is expressed with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. We have not participated in the preparation of the Registration Statement or any other offering materials relating to the Preferred Securities and we assume no responsibility for their contents. As to any fact material to our opinion, other than those assumed, we have relied without independent investigation on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained. 3 SI Financing Trust I c/o Salomon Smith Barney Holdings Inc. July 1, 1999 Page 3 Based on and subject to the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that: 1. The Trust is a duly formed and validly existing business trust in good standing under the laws of the State of Delaware. 2. The Preferred Securities constitute validly issued and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable beneficial interests in the Trust. 3. Under the Delaware Act and the terms of the Governing Instrument, each Preferred Security Holder of the Trust, in such capacity, will be entitled to the same limitation of personal liability as that extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware; provided, however, we express no opinion with respect to the liability of any Preferred Security Holder who is, was or may become a named Trustee of the Trust. Notwithstanding the foregoing, we note that pursuant to Section 11.4 of the Governing Instrument, the Trust may withhold amounts otherwise distributable to a Holder and pay over such amounts to the applicable jurisdictions in accordance with federal, state and local law and any amount withheld will be deemed to have been distributed to such Holder and that, pursuant to the Governing Instrument, Preferred Security Holders may be obligated to make payments or provide indemnity or security under the circumstances set forth therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Opinions" in the Prospectus forming a part thereof. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to present facts, and on our review of the above referenced documents and the application of Delaware law as the same exist as of the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof for the benefit of any person or entity with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect. This opinion is intended solely for the benefit of the addressee hereof in connection with the matters contemplated hereby and may not be relied on by any other person or entity or for any other purpose without our prior written consent. Very truly yours, /s/ MORRIS, NICHOLS, ARSHT & TUNNELL EX-23.A 9 CONSENT OF PRICEWATERHOUSECOOPERS 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Post-effective Amendment No. 1 to the Registration Statement of Salomon Smith Barney Holdings Inc. and SI Financing Trust on Form S-3 (No. 333-2897) of our report dated January 25, 1999, relating to the consolidated statements of financial condition of Salomon Smith Barney Holdings Inc. and Subsidiaries as of December 31, 1998 and 1997, and the related consolidated statements of income, cash flows, and changes in stockholder's equity for each of the three years in the period ended December 31, 1998, which is included in the Form 10-K of Salomon Smith Barney Holdings Inc. for the year ended December 31, 1998. We also consent to the reference of our firm under the caption "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP New York, New York June 30, 1999 EX-23.B 10 CONSENT OF ARTHUR ANDERSEN 1 Exhibit 23(b) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Salomon Smith Barney Holdings Inc.: As independent public accountants, we hereby consent to the incorporation by reference in the Post-Effective Amendment No. 1 to Form S-3 Registration Statement of Salomon Smith Barney Holdings Inc. and SI Financing Trust I (the "Registration Statement"), of our report dated March 13, 1997, relating to the consolidated statements of financial condition of Salomon Inc and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 1996, which report is incorporated by reference or included in the annual report on Form 10-K of Salomon Smith Barney Holdings Inc. for the year ended December 31, 1998 and to the reference to our firm under the heading "Experts" in the Registration Statement. /s/ Arthur Andersen LLP New York, New York June 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----