-----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, NKq5GVCt/woGdAprStgypnIPsgYhMGHKIiYD7wQXSKPj4Fo83Uba2JvcfdSsnPue qHG60pFp0aBUwViUbZjDcw== 0000950123-99-006201.txt : 19990702 0000950123-99-006201.hdr.sgml : 19990702 ACCESSION NUMBER: 0000950123-99-006201 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 14 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: 333-38931 FILM NUMBER: 99658131 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: SSBH CAPITAL I CENTRAL INDEX KEY: 0001048467 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 066452992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-38931-01 FILM NUMBER: 99658132 BUSINESS ADDRESS: STREET 1: C/O SALOMON SMITH BARNEY HOLDINGS INC STREET 2: 388 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128168000 MAIL ADDRESS: STREET 1: C/O SALOMON SMITH BARNEY HOLDINGS INC STREET 2: 388 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SSBH CAPITAL II CENTRAL INDEX KEY: 0001048468 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 066452994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-38931-02 FILM NUMBER: 99658133 BUSINESS ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2128168000 MAIL ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SSBH CAPITAL III CENTRAL INDEX KEY: 0001048469 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 066452995 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-38931-03 FILM NUMBER: 99658134 BUSINESS ADDRESS: STREET 1: 388 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128168000 MAIL ADDRESS: STREET 1: 3888 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SSBH CAPITAL IV CENTRAL INDEX KEY: 0001048470 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 066452996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-38931-04 FILM NUMBER: 99658135 BUSINESS ADDRESS: STREET 1: 388 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128168000 MAIL ADDRESS: STREET 1: 3888 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 POS AM 1 POST EFFECTIVE AMENDMENT #1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999 REGISTRATION NO. 333-38931 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 SSBH CAPITAL I DELAWARE 06-6452992 SSBH CAPITAL II DELAWARE 06-6452994 SSBH CAPITAL III DELAWARE 06-6452995 SSBH CAPITAL IV DELAWARE 06-6452996 (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. KENNETH J. BIALKIN, ESQ. CITIGROUP INC. CLEARY, GOTTLIEB, STEEN & SKADDEN, ARPS, SLATE, 153 EAST 53RD STREET HAMILTON MEAGHER & FLOM LLP NEW YORK, NEW YORK 10043 ONE LIBERTY PLAZA 919 THIRD AVENUE NEW YORK, NEW YORK 10006 NEW YORK, NEW YORK 10022
------------------------ 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. 333-38931) (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 Senior Debt Indenture (the "Citibank Indenture"), dated as of December 1, 1988, between SSBH and The First National Bank of Chicago Company, as Successor Trustee ("First Chicago"), as supplemented, relating to the senior debt securities issued thereunder by SSBH. As required by the Citibank Indenture, on July 1, 1999, the Company entered into an Eleventh Supplemental Indenture dated July 1, 1999 with First Chicago, with respect to the Citibank Indenture, pursuant to which the Company assumed SSBH's obligations under the Citibank Indenture. 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 Fourth 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. As a result of the Merger, the Company succeeded to SSBH's obligations under the Senior Debt Indenture (the "BONY Indenture"), dated as of October 27, 1993, between SSBH and The Bank of New York, as Trustee ("BONY"), as supplemented, relating to the senior debt securities issued thereunder by SSBH. As required by the BONY Indenture, on July 1, 1999, the Company entered into a Second Supplemental Indenture dated July 1, 1999 with BONY, with respect to the BONY Indenture, pursuant to which the Company assumed SSBH's obligations under the BONY Indenture. As a result of the Merger, the Company succeeded to SSBH's obligations under the Senior Debt Indenture (the "Chase Senior Debt Indenture"), dated as of January 18, 1994, between SSBH and The Chase Manhattan Bank ("Chase"), as supplemented, relating to the senior debt securities issued thereunder by SSBH. As required by the Chase Indenture, on July 1, 1999, the Company entered into a Second Supplemental Indenture dated July 1, 1999 with Chase, with respect to the Chase Senior Debt Indenture, pursuant to which the Company assumed SSBH's obligations under the Chase Senior Debt Indenture. As a result of the Merger, the Company succeeded to SSBH's obligations under the Indenture (the "Chase Junior Subordinated Debt Indenture"), dated as of January 28, 1998, between SSBH and Chase, as Trustee, relating to the junior subordinated debt securities issued thereunder by SSBH. As required by the Chase Junior Subordinated Debt Indenture, on July 1, 1999, the Company entered into a First Supplemental Indenture dated July 1, 1999 with Chase, with respect to the Chase Junior Subordinated Debt Indenture, pursuant to which the Company assumed SSBH's obligations under the Chase Junior Subordinated Debt 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. THE SSBH TRUSTS The Amended and Restated Declaration of Trust (each a "Declaration") of each of SSBH Capital I, SSBH Capital II, SSBH Capital III and SSBH Capital IV (each an "SSBH Trust") provides that no Institutional Trustee (as defined in each Declaration) or any of its affiliates, Delaware Trustee (as defined in each 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 each 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 such SSBH Trust or its affiliates (each a "Company II-2 5 Indemnified Person") shall be liable, responsible or accountable in damages or otherwise to such SSBH Trust, any Affiliate (as defined in each Declaration) of such SSBH Trust or any holder of securities issued by such SSBH Trust, or to any officer, director, shareholder, partner, member, representative, employee or agent of such SSBH 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 such SSBH 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 of each SSBH 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in right of such SSBH 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 SSBH Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Declaration of each SSBH 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 such SSBH 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 such SSBH 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 such SSBH 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 each SSBH 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 Trustees 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 SSBH Trusts. Any agents, dealers or underwriters who execute any of the agreements filed as Exhibit 1(f) to the Registration Statement to which this Post-Effective Amendment relates will agree to indemnify the Company's directors and their officers and the SSBH 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 any of the SSBH Trusts by or on behalf of such indemnifying party. For the undertaking with respect to indemnification, see Item 17 herein. See the Form of proposed Underwriting Agreement, the Form of Global Selling Agency Agreement and the Form of Continuous Underwriting Agreement filed as Exhibit 1(a), (b), (c), (d), (e) and (f) to Registration Statement No. 333-38931 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 - ----------- ---------------------- 2.1 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"). 3.1 Certificate of Merger of the Company and SSBH, effective as of July 1, 1999. 3.2 Restated Certificate of Incorporation of the Company effective as of July 1, 1999. 3.3 By-Laws of the Company. 4(tt) Eleventh Supplemental Indenture dated July 1, 1999 to Senior Debt Indenture dated December 1, 1988 between the Company and The First National Bank of Chicago, as Successor Trustee. 4(uu) Fifth Supplemental Indenture dated July 1, 1999 to Subordinated Debt Indenture dated December 1, 1988 between the Company and Bankers Trust Company, as Trustee. 4(vv) Second Supplemental Indenture dated July 1, 1999 to Senior Debt Indenture dated October 27, 1993 between the Company and The Bank of New York, as Trustee. 4(ww) Second Supplemental Indenture dated July 1, 1999 to Senior Debt Indenture dated as of January 18, 1994 between the Company and The Chase Manhattan Bank ("Chase"), as Trustee. 4(xx) First Supplemental Indenture dated July 1, 1999 to Indenture dated January 28, 1998 between the Company and Chase, as Trustee. 5(a) Opinion of Joan Guggenheimer, Esq. 5(b) Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to the Trust Preferred Securities. 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 Joan Guggenheimer, Esq. (included in Exhibit 5(a)). 23(d) Consent of Skadden, Arps, Slate, Meagher & Flom LLP (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 II-4 7 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. (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, SSBH Capital 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. SSBH CAPITAL I By: /s/ MICHAEL J. DAY ------------------------------------ Name: Michael J. Day Title: Regular Trustee By: /s/ CHARLES W. SCHARF ------------------------------------ Name: Charles W. Scharf Title: Regular Trustee II-7 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, SSBH Capital II 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. SSBH CAPITAL II By: /s/ MICHAEL J. DAY ------------------------------------ Name: Michael J. Day Title: Regular Trustee By: /s/ CHARLES W. SCHARF ------------------------------------ Name: Charles W. Scharf Title: Regular Trustee II-8 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, SSBH Capital III 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. SSBH CAPITAL III By: /s/ MICHAEL J. DAY ------------------------------------ Name: Michael J. Day Title: Regular Trustee By: /s/ CHARLES W. SCHARF ------------------------------------ Name: Charles W. Scharf Title: Regular Trustee II-9 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, SSBH Capital IV 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. SSBH CAPITAL IV By: /s/ MICHAEL J. DAY ------------------------------------ Name: Michael J. Day Title: Regular Trustee By: /s/ CHARLES W. SCHARF ------------------------------------ Name: Charles W. Scharf Title: Regular Trustee II-10 EX-2.1 2 AGREEMENT AND PLAN OF MERGER 1 Exhibit 2.1 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") (as defined below), 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-3.1 3 CERTIFICATE OF MERGER 1 Exhibit 3.1 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. /s/ Charles W. Scharf By__________________________________ Charles W. Scharf, Chief Financial Officer /s/ Andrew W. Alter By__________________________________ Andrew W. Alter, Assistant Secretary SSBHI MERGER COMPANY INC. /s/ Charles W. Scharf By__________________________________ Charles W. Scharf, Chief Financial Officer /s/ Andrew W. Alter By__________________________________ Andrew W. Alter, Assistant Secretary EX-3.2 4 RESTATED CERTIFICATE OF INCORPORATION 1 Exhibit 3.2 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 corporation 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. /s/ Michael A. Carpenter By:__________________________ Michael A. Carpenter, Chairman and Chief Executive Officer /s/ Andrew W. Alter By:__________________________ Andrew W. Alter, Assistant Secretary 10 EX-3.3 5 BY LAWS 1 Exhibit 3.3 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.TT 6 ELEVENTH SUPPLEMENTAL INDENTURE 1 Exhibit 4(tt) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and THE FIRST NATIONAL BANK OF CHICAGO, Successor Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of December 1, 1988 providing for the issuance of series of senior debt securities. 2 ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "Eleventh Supplemental Indenture"), 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 (the "Merger Company"), and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as Successor Trustee (the "Trustee"), under the Indenture dated as of December 1, 1998 (the "Original Indenture"), as supplemented by the First Supplemental Indenture, dated September 7, 1990, the Second Supplemental Indenture dated June 12, 1991, the Third Supplemental Indenture, dated July 1, 1992, the Fourth Supplemental Indenture, dated October 29, 1992, the Fifth Supplemental Indenture, dated December 14, 1993, the Sixth Supplemental Indenture, dated December 19, 1994, the Seventh Supplemental Indenture, dated February 1, 1996, the Eighth Supplemental Indenture, dated May 8, 1996, the Ninth Supplemental Indenture, dated November 20, 1996 and the Tenth Supplemental Indenture dated November 28, 1997 (collectively, the "Supplemental Indentures"). The Original Indenture together with the Supplemental Indentures is herein referred to as the "Indenture." WITNESSETH: WHEREAS, SSBH executed and delivered to the Trustee the Original Indenture to provide for the issuance from time to time of series of senior debt securities (the "Securities"); WHEREAS, SSBH heretofore executed and delivered to the Trustee the Supplemental Indentures; WHEREAS, SSBH has issued Securities pursuant to the Indenture, from time to time; WHEREAS, Section 1001 of the Indenture provides that in the case of a merger of SSBH into another corporation, such corporation shall expressly assume, by a supplemental indenture 1 3 executed and delivered to the Trustee in a form satisfactory to the Trustee the due and punctual payment of the principal of (and premium, if any) and interest (including additional interest, if any, payable pursuant to Section 1202 of the Indenture) on all Securities and Coupons (as defined in the Indenture) and the performance of every covenant of the Indenture to be performed or observed by SSBH; 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 Merger dated as of July 1, 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 under the provisions of the Merger Agreement; WHEREAS, SSBH and Merger Company desire to enter into this Eleventh Supplemental Indenture; WHEREAS, immediately after the Merger, no Event of Default (as defined in the Indenture) and no event which, after notice or lapse of time or both, would become an Event of Default shall have happened or be continuing; NOW, THEREFORE, Merger Company covenants and agrees with the Trustee for the equal and proportionate benefit of all the present and future holders of the Securities as follows: 2 4 ARTICLE I ASSUMPTION AND SUBSTITUTION Section 1.01. As of the Effective Time, Merger Company hereby expressly agrees to assume the due and punctual payment of the principal of (and premium, if any) and interest (including additional interest, if any, payable pursuant to Section 1202 of the Indenture) on all Securities and Coupons and the performance of every covenant of the Indenture to be performed or observed by SSBH. Section 1.02. As of the Effective Time, and by virtue of such assumption and of the Merger Agreement, Merger Company hereby will succeed and be substituted for SSBH under the Indenture with the same effect as if Merger Company had been named as "the Company" in the Indenture, and thereafter from time to time may exercise every right and power of "the Company" under the Indenture, in the name of SSBH or its own name; and any act or proceeding by provision of the Indenture required or permitted to be done by the Board of Directors or any officer of SSBH may be done with like force and effect by the like Board of Directors or officer of Merger Company. ARTICLE II MISCELLANEOUS Section 2.01 The Trustee accepts the trusts created by this Eleventh Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Eleventh Supplemental Indenture or the due execution hereof by SSBH or Merger Company and shall not be responsible 3 5 in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by SSBH or Merger Company, as the case may be. Section 2.02 Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. Section 2.03 This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes, but such counterparts shall together be deemed to constitute but one and the same instrument. The Trustee hereby accepts the trusts in this Eleventh Supplemental Indenture declared and provided, upon the terms and conditions herein set forth. 4 6 IN WITNESS WHEREOF, each of SALOMON SMITH BARNEY HOLDINGS INC., SSBHI MERGER COMPANY INC., and THE FIRST NATIONAL BANK OF CHICAGO, as Successor Trustee, has caused this Eleventh Supplemental Indenture to be signed and acknowledged by one of its officers thereunto duly organized, and its corporate seal to be affixed hereto, and the same to be attested by the signature of its Secretary or one of its Assistant Secretaries, all as of July 1, 1999. SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Mark Kleinman -------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ----------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary SSBHI MERGER COMPANY INC. By: /s/ Mark Kleinman -------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ----------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary THE FIRST NATIONAL BANK OF CHICAGO /s/ Mary R. Fonti By: ______________________________________ Name: Mary R. Fonti Title: Assistant Vice President Attest: /s/ Michael D. Pinzon By:_____________________________ (Corporate Seal) Name: Michael D. Pinzon Title: Trust Officer 5 EX-4.UU 7 FIFTH SUPPLEMENTAL INDENTURE 1 Exhibit 4(uu) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and BANKERS TRUST COMPANY, Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of December 1, 1988 providing for the issuance of series of subordinated debt securities. 2 FIFTH SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "Fifth Supplemental Indenture"), 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 (the "Merger Company"), and BANKERS TRUST COMPANY, a corporation duly organized and existing under the laws of the State of New York, as Trustee (the "Trustee"), under the Indenture dated as of December 1, 1988 (the "Original Indenture") as supplemented by the First Supplemental Indenture, dated September 7, 1990, the Second Supplemental Indenture, dated December 14, 1993, the Third Supplemental Indenture, dated July 3, 1996, and the Fourth Supplemental Indenture, dated November 28, 1997 (collectively, the "Supplemental Indentures"). The Supplemental Indentures together with the Original Indenture is herein referred to as the "Indenture." WITNESSETH: WHEREAS, SSBH executed and delivered to the Trustee the Indenture to provide for the issuance from time to time of series of subordinated debt securities (the "Securities"); WHEREAS, SSBH heretofore executed and delivered to the Trustee the Supplemental Indentures; WHEREAS, SSBH has issued Securities pursuant to the Indenture, as supplemented, from time to time; WHEREAS, Section 1001 of the Indenture provides that in the case of a merger of SSBH into another corporation, such corporation shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in a form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including additional interest, if 1 3 any, payable pursuant to Section 1202 of the Indenture) on all Securities and the performance of every covenant of the Indenture to be performed or observed by SSBH; 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 Merger dated as of July 1, 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 under the provisions of the Merger Agreement; WHEREAS, SSBH and Merger Company desire to enter into this Fourth Supplemental Indenture; WHEREAS, immediately after the Merger, no Event of Default (as defined in the Indenture) and no event which, after notice or lapse of time or both, would become an Event of Default shall have happened or be continuing; NOW, THEREFORE, Merger Company covenants and agrees with the Trustee for the equal and proportionate benefit of all the present and future holders of the Securities as follows: ARTICLE I ASSUMPTION AND SUBSTITUTION Section 1.01. As of the Effective Time, Merger Company hereby expressly agrees to assume the due and punctual payment of the principal of (and premium, if any) and interest (including additional interest, if any, payable pursuant to Section 1202 of the Indenture) on all 2 4 Securities and the performance of every covenant of the Indenture to be performed or observed by SSBH. Section 1.02. As of the Effective Time, and by virtue of such assumption and of the Merger Agreement, Merger Company hereby will succeed and be substituted for SSBH under the Indenture with the same effect as if Merger Company had been named as "the Company" in the Indenture, and thereafter from time to time may exercise every right and power of "the Company" under the Indenture, in the name of SSBH or its own name; and any act or proceeding by provision of the Indenture required or permitted to be done by the Board of Directors or any officer of SSBH may be done with like force and effect by the like Board of Directors or officer of Merger Company. ARTICLE II MISCELLANEOUS Section 2.01 The Trustee accepts the trusts created by this Fifth Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Fifth Supplemental Indenture or the due execution hereof by SSBH or Merger Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by SSBH or Merger Company, as the case may be. Section 2.02 Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. 3 5 Section 2.03 This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes, but such counterparts shall together be deemed to constitute but one and the same instrument. The Trustee hereby accepts the trusts in this Fifth Supplemental Indenture declared and provided, upon the terms and conditions herein set forth. 4 6 IN WITNESS WHEREOF, each of SALOMON SMITH BARNEY HOLDINGS INC., SSBHI MERGER COMPANY INC., and BANKERS TRUST COMPANY, as Trustee, has caused this Fifth Supplemental Indenture to be signed and acknowledged by one of its officers thereunto duly organized, and its corporate seal to be affixed hereto, and the same to be attested by the signature of its Secretary or one of its Assistant Secretaries, all as of July 1, 1999. SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Mark Kleinman --------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ---------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary SSBHI MERGER COMPANY INC. By: /s/ Mark Kleinman --------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ---------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary BANKERS TRUST COMPANY By: /s/ Susan Johnson ------------------------------------ Name: Susan Johnson Title: Assistant Vice President Attest: By: /s/ Marc Parilla ------------------------------------- (Corporate Seal) Name: Marc Parilla Title: Assistant Vice President 5 EX-4.VV 8 SECOND SUPPLEMENTAL INDENTURE 1 Exhibit 4(vv) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and THE BANK OF NEW YORK, Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of October 27, 1993 providing for the issuance of series of senior debt securities. 2 SECOND SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "Second Supplemental Indenture"), 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 (the "Merger Company"), and THE BANK OF NEW YORK, a corporation duly organized and existing under the laws of the State of New York, as Trustee (the "Trustee"), under the Indenture dated as of October 27, 1993 (the "Indenture") as supplemented by the First Supplemental Indenture, dated November 28, 1997 (the "Supplemental Indenture"). The Supplemental Indenture together with the Indenture is herein referred to as the "Indenture." WITNESSETH: WHEREAS, SSBH executed and delivered to the Trustee the Indenture to provide for the issuance from time to time of series of senior debt securities (the "Securities"); WHEREAS, SSBH heretofore executed and delivered to the Trustee the Supplemental Indenture; WHEREAS, SSBH has issued Securities pursuant to the Indenture, from time to time; WHEREAS, Section 10.01 of the Indenture provides that in the case of a merger of SSBH into another corporation, such corporation shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in a form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including all additional interest, if any, payable pursuant to Section 12.02 of the Indenture) on all Securities and any Coupons (as defined in the Indenture) and the performance of every covenant of the Indenture to be performed or observed by SSBH; 1 3 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 Merger dated as of July 1, 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 under the provisions of the Merger Agreement; WHEREAS, SSBH and Merger Company desire to enter into this Second Supplemental Indenture; WHEREAS, immediately after the Merger, no Event of Default (as defined in the Indenture) and no event which, after notice or lapse of time or both, would become an Event of Default shall have happened or be continuing; NOW, THEREFORE, Merger Company covenants and agrees with the Trustee for the equal and proportionate benefit of all the present and future holders of the Securities as follows: ARTICLE I ASSUMPTION AND SUBSTITUTION Section 1.01. As of the Effective Time, Merger Company hereby expressly agrees to assume the due and punctual payment of the principal of (and premium, if any) and interest (including all additional interest, if any, payable pursuant to Section 12.02 of the Indenture) on all Securities and any Coupons and the performance of every covenant of the Indenture to be performed or observed by SSBH. 2 4 Section 1.02. As of the Effective Time, and by virtue of such assumption and of the Merger Agreement, Merger Company hereby will succeed and be substituted for SSBH under the Indenture with the same effect as if Merger Company had been named as "the Company" in the Indenture, and thereafter from time to time may exercise every right and power of "the Company" under the Indenture, in the name of SSBH or its own name; and any act or proceeding by provision of the Indenture required or permitted to be done by the Board of Directors or any officer of SSBH may be done with like force and effect by the like Board of Directors or officer of Merger Company. ARTICLE II MISCELLANEOUS Section 2.01 The Trustee accepts the trusts created by this Second Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Second Supplemental Indenture or the due execution hereof by SSBH or Merger Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by SSBH or Merger Company, as the case may be. Section 2.02 Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. 3 5 Section 2.03 This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes, but such counterparts shall together be deemed to constitute but one and the same instrument. The Trustee hereby accepts the trusts in this Second Supplemental Indenture declared and provided, upon the terms and conditions herein set forth. 4 6 IN WITNESS WHEREOF, each of SALOMON SMITH BARNEY HOLDINGS INC., SSBHI MERGER COMPANY INC., and THE BANK OF NEW YORK, as Trustee, has caused this Second Supplemental Indenture to be signed and acknowledged by one of its officers thereunto duly organized, and its corporate seal to be affixed hereto, and the same to be attested by the signature of its Secretary or one of its Assistant Secretaries, all as of July 1, 1999. SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Mark Kleinman ------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ----------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary SSBHI MERGER COMPANY INC. By: /s/ Mark Kleinman -------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ----------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary THE BANK OF NEW YORK By: /s/ Van K. Brown -------------------------------------- Name: Van K. Brown Title: Assistant Vice President Attest: By: /s/ Walter N. Gitlin --------------------- (Corporate Seal) Name: Walter N. Gitlin Title: Vice President 5 EX-4.WW 9 SUPPLEMENTAL INDENTURE 1 Exhibit 4(ww) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and THE CHASE MANHATTAN BANK, Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of January 18, 1994 providing for the issuance of series of senior debt securities. 2 SECOND SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "Second Supplemental Indenture"), among SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware and the successor to Salomon Inc ("SSBH"), SSBHI MERGER COMPANY INC., a corporation duly organized and existing under the laws of the State of New York (the "Merger Company"), and THE CHASE MANHATTAN BANK, a corporation organized and existing under the laws of the State of New York and formerly known as Chemical Bank, as Trustee (the "Trustee"), under the Indenture dated as of January 18, 1994 (the "Original Indenture"), as supplemented by the First Supplemental Indenture dated November 28, 1997 (the "Supplemental Indenture"), between SSBH and the Trustee. The Original Indenture together with the Supplemental Indenture is herein referred to as the "Indenture." WITNESSETH: WHEREAS, SSBH executed and delivered to the Trustee the Indenture to provide for the issuance from time to time of series of senior debt securities (the "Securities"); WHEREAS, SSBH heretofore executed and delivered to the Trustee the Supplemental Indenture; WHEREAS, SSBH has issued Securities pursuant to the Indenture, from time to time; WHEREAS, Section 10.01 of the Indenture provides that in the case of a merger of SSBH into another corporation, such corporation shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in a form satisfactory to the Trustee, the due and punctual payment of the principal of (and additional interest, if any, payable pursuant to Section 12.02 of the Indenture) and interest on all Securities and Coupons (as defined in the Indenture) and the performance of every covenant of the Indenture to be performed or observed by SSBH; 1 3 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 Merger dated as of July 1, 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 under the provisions of the Merger Agreement; WHEREAS, SSBH and Merger Company desire to enter into this Second Supplemental Indenture; WHEREAS, immediately after the Merger, no Event of Default (as defined in the Indenture) and no event which, after notice or lapse of time or both, would become an Event of Default shall have happened or be continuing; NOW, THEREFORE, each of SSBH and Merger Company covenants and agrees with the Trustee for the equal and proportionate benefit of all the present and future Holders (as defined in the Indenture) of the Securities as follows: ARTICLE I ASSUMPTION AND SUBSTITUTION Section 1.01. As of the Effective Time, Merger Company hereby expressly agrees to assume the due and punctual payment of the principal of (and additional interest, if any, payable pursuant to Section 12.02 of the Indenture) and interest on all Securities and the performance of every covenant of the Indenture to be performed or observed by SSBH. 2 4 Section 1.02. As of the Effective Time, and by virtue of such assumption and of the Merger Agreement, Merger Company hereby will succeed and be substituted for SSBH under the Indenture with the same effect as if Merger Company had been named as "the Company" in the Indenture, and thereafter from time to time may exercise every right and power of "the Company" under the Indenture, in the name of SSBH or its own name; and any act or proceeding by provision of the Indenture required or permitted to be done by the Board of Directors or any officer of SSBH may be done with like force and effect by the like Board of Directors or officer of Merger Company. ARTICLE II MISCELLANEOUS Section 2.01 The Trustee accepts the trusts created by this Second Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this Second Supplemental Indenture or the due execution hereof by SSBH or Merger Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by SSBH or Merger Company, as the case may be. Section 2.02 Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. 3 5 Section 2.03 This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes, but such counterparts shall together be deemed to constitute but one and the same instrument. The Trustee hereby accepts the trusts in this Second Supplemental Indenture declared and provided, upon the terms and conditions herein set forth. 4 6 IN WITNESS WHEREOF, each of SALOMON SMITH BARNEY HOLDINGS INC., SSBHI MERGER COMPANY INC., and THE CHASE MANHATTAN BANK, as Trustee, has caused this Second Supplemental Indenture to be signed and acknowledged by one of its officers thereunto duly organized, and its corporate seal to be affixed hereto, and the same to be attested by the signature of its Secretary or one of its Assistant Secretaries, all as of July 1, 1999. SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Mark Kleinman -------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ----------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary SSBHI MERGER COMPANY INC. By: /s/ Mark Kleinman -------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ----------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary THE CHASE MANHATTAN BANK By: /s/ Robert S. Peschler ------------------------------------- Name: Robert S. Peschler Title: Assistant Vice President Attest: By: /s/ Edwin Purugganan --------------------- (Corporate Seal) Name: Edwin Purugganan Title: Trust Officer 5 EX-4.XX 10 FIRST SUPPLEMENTAL INDENTURE 1 Exhibit 4(xx) SALOMON SMITH BARNEY HOLDINGS INC. SSBHI MERGER COMPANY INC. and THE CHASE MANHATTAN BANK, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 1, 1999 Supplemental Indenture to the Indenture dated as of January 28, 1998 providing for the issuance of series of junior subordinated debt securities 2 FIRST SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "First Supplemental Indenture"), among SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware and the successor to Salomon Inc ("SSBH"), SSBHI MERGER COMPANY INC., a corporation duly organized and existing under the laws of the State of New York (the "Merger Company"), and THE CHASE MANHATTAN BANK, a corporation duly organized and existing under the laws of the State of New York and formerly known as Chemical Bank, as Trustee (the "Trustee"), under the Indenture dated as of January 28, 1998 (the "Indenture"), between SSBH and the Trustee. WITNESSETH: WHEREAS, SSBH executed and delivered to the Trustee the Indenture to provide for the issuance from time to time of series of junior subordinated debt securities (the "Securities"); WHEREAS, SSBH has issued Securities pursuant to the Indenture, from time to time; WHEREAS, Section 8.1 of the Indenture provides that in the case of a merger of SSBH into another corporation, such corporation shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in a form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all Securities and the performance of every covenant of the Indenture to be performed or observed by SSBH; 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 Merger dated as of July 1, 1999 between Merger Company and SSBH (the "Merger Agreement"); 1 3 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 under the provisions of the Merger Agreement; WHEREAS, SSBH and Merger Company desire to enter into this First Supplemental Indenture; WHEREAS, immediately after the Merger, no Event of Default (as defined in the Indenture) and no event which, after notice or lapse of time or both, would become an Event of Default shall have happened or be continuing; NOW, THEREFORE, Merger Company covenants and agrees with the Trustee for the equal and proportionate benefit of all the present and future Holders of the Securities as follows: ARTICLE I ASSUMPTION AND SUBSTITUTION Section 1.01. As of the Effective Time, Merger Company hereby expressly agrees to assume the due and punctual payment of the principal of (and premium, if any) and interest on all Securities and the performance of every covenant of the Indenture to be performed or observed by SSBH. Section 1.02. As of the Effective Time, and by virtue of such assumption and of the Merger Agreement, Merger Company hereby will succeed and be substituted for SSBH under the Indenture with the same effect as if Merger Company had been named as "the Company" in the Indenture, and thereafter from time to time may exercise every right and power of "the Company" under the Indenture, in the name of SSBH or its own name; and any act or proceeding 2 4 by provision of the Indenture required or permitted to be done by the Board of Directors or any officer of SSBH may be done with like force and effect by the like Board of Directors or officer of Merger Company. ARTICLE II MISCELLANEOUS Section 2.01 The Trustee accepts the trusts created by this First Supplemental Indenture upon the terms and conditions set forth in the Indenture. The Trustee shall not be responsible or accountable in any manner whatsoever for or in respect of, and makes no representation with respect to, the validity or sufficiency of this First Supplemental Indenture or the due execution hereof by SSBH or Merger Company and shall not be responsible in any manner whatsoever for or in respect of the correctness of the recitals and statements contained herein, all of which recitals and statements are made solely by SSBH or Merger Company, as the case may be. Section 2.02 Except as hereby expressly modified, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. Section 2.03 This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes, but such counterparts shall together be deemed to constitute but one and the same instrument. The Trustee hereby accepts the trusts in this First Supplemental Indenture declared and provided, upon the terms and conditions herein set forth. 3 5 IN WITNESS WHEREOF, each of SALOMON SMITH BARNEY HOLDINGS INC., SSBHI MERGER COMPANY INC., and THE CHASE MANHATTAN BANK, as Trustee, has caused this First Supplemental Indenture to be signed and acknowledged by one of its officers thereunto duly organized, and its corporate seal to be affixed hereto, and the same to be attested by the signature of its Secretary or one of its Assistant Secretaries, all as of July 1, 1999. SALOMON SMITH BARNEY HOLDINGS INC. By: /s/ Mark Kleinman --------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ----------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary SSBHI MERGER COMPANY INC. By: /s/ Mark Kleinman -------------------------------------- Name: Mark Kleinman Title: Executive Vice President and Treasurer Attest: By: /s/ Shelley J. Dropkin ----------------------- (Corporate Seal) Name: Shelley J. Dropkin Title: Assistant Secretary THE CHASE MANHATTAN BANK By: /s/ Robert S. Peschler ------------------------------------- Name: Robert S. Peschler Title: Assistant Vice President Attest: By: /s/ Edwin Purugganan --------------------- (Corporate Seal) Name: Edwin Purugganan Title: Trust Officer 4 EX-5.A 11 OPINION OF JOAN GUGGENHEIMER 1 Exhibit 5(a) July 1, 1999 Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Re: Salomon Smith Barney Holdings Inc. - Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-38931) Ladies and Gentlemen: I am the General Counsel of Salomon Smith Barney Holdings Inc., a New York corporation (the "Company"), the successor by merger to Salomon Smith Barney Holdings Inc., a Delaware corporation ("SSBH"). I refer to the filing by the Company with the Securities and Exchange Commission (the "Commission") of a Post-Effective Amendment No. 1 (the "Amendment") to the Registration Statement on Form S-3 (File No. 333-38931) (the Registration Statement, as amended by the Amendment, is hereinafter referred to as "Registration Statement") relating to (i) debt securities of the Company, which may be senior debt securities (the "Senior Securities") or subordinated debt securities (the "Subordinated Securities"), (ii) junior subordinated debt securities (the "Junior Subordinated Debt Securities" and collectively with the Subordinated Securities and the Senior Securities, the "Debt Securities") issued in connection with the offering by certain affiliated business trusts (the "SSBH Trusts") of the Company of trust preferred securities (the "Trust Preferred Securities"), certain payments in respect of which will be guaranteed by the Company (the "Guarantees"), (iii) warrants ("Index Warrants") representing the right to receive, upon exercise, an amount in cash that will be determined by reference to prices, yields, levels or other specified objective measure, (iv) shares of preferred stock of the Company (the "Preferred Stock"), and (v) depositary shares representing entitlement to all rights and preferences of a share of Preferred Stock of a specified series (the "Depositary Shares"). The Debt Securities, Index Warrants, Preferred Stock and the Depositary Shares are referred to herein collectively as the "Offered Securities." The Offered Securities being registered under the Registration Statement, together with securities registered under previously filed registration statements, have an aggregate initial offering price of up to $11,710,346,786 (of which approximately $5.3 billion have previously been issued (the "Previously Issued Securities")) or the equivalent thereof in foreign currencies or composite currencies and will be offered on a continued or delayed basis pursuant to the provisions of Rule 415 under the Securities Act of 1933, (the "Act"). 2 Salomon Smith Barney Holdings Inc. July 1, 1999 Page 2 Unless otherwise provided in any prospectus supplement forming a part of the Registration Statement relating to a particular series of Debt Securities, the Senior Securities (other than the Previously Issued Securities) will be issued under an Indenture dated as of March 15, 1987, as supplemented (the "Senior Indenture") between the Company, as successor obligor, and The Bank of New York (the "Senior Trustee"), as Trustee; the Subordinated Securities will be issued under an Indenture dated as of December 1, 1988, as supplemented (the "Subordinated Indenture"), between the Company, as successor obligor, and Bankers Trust Company (the "Subordinated Trustee"), as Subordinated Trustee and the Junior Subordinated Debt Securities (other than the Previously Issued Securities) will be issued under an Indenture (the "Junior Subordinated Indenture") between the Company, as successor obligor, and The Chase Manhattan Bank (the "Junior Subordinated Trustee"), as Trustee. The Junior Subordinated Trustee, the Senior Trustee and the Subordinated Trustee, are each hereinafter referred to as a "Trustee". The Index Warrants will be issued under one or more warrant agreements (each, a "Warrant Agreement"), each to be entered into between the Company and one or more institutions as identified in the applicable Warrant Agreement. The Preferred Stock will be issued pursuant to a Certificate of Designations (the "Certificate of Designations") relating to a particular series of Preferred Stock. The Depositary Shares will be issued under a Deposit Agreement (the "Deposit Agreement"). The Guarantees (other than the Previously Issued Securities) will be issued by the Company pursuant to one or more Guarantee Agreements between the Company and the Junior Subordinated Trustee, for the benefit of the holders of the Trust Preferred Securities. The Previously Issued Securities consist of: (a) Senior Securities (the "Previously Issued Senior Securities"), issued under (i) the Senior Indenture; provided that at the time of issuance thereof, SSBH was the obligor on such Indenture or (ii) the Indenture (the "Original Senior Indenture"), dated of December 1, 1988, as supplemented between SSBH, as obligor, and The First National Bank of Chicago, as successor trustee; provided that prior to October 8, 1998, the trustee thereon was Citibank, N.A., (b) Junior Subordinated Debt Securities (the "Previously Issued Junior Subordinated Debt Securities") issued under the Junior Subordinated Indenture dated as of January 28, 1998 (c) a Guarantee (the "Previously Issued Guarantee") issued pursuant to a Guarantee Agreement dated as of January 28, 1998 with The Chase Manhattan Bank, as Guarantee Trustee and (d) Index Warrants (the "Previously Issued Index Warrants") issued under a Warrant Agreement dated as of July 22, 1998 with Citibank, N.A. I, or persons employed by the Company or its affiliates with whom I have consulted, have examined and are familiar with originals, or copies certified or otherwise identified to my satisfaction, of such corporate records of the Company, certificates or documents as I have deemed appropriate as a basis for the opinions expressed below. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me (or such persons) as originals, the conformity to original documents of all documents submitted to me (or such persons) as certified or photostatic copies and the authenticity of the originals of such copies. 3 Salomon Smith Barney Holdings Inc. July 1, 1999 Page 3 Based upon and subject to the foregoing and assuming that, (a) with respect to all Offered Securities other than the Previously Issued Securities (i) the Registration Statement and any amendments thereto (including the Amendment and any other post-effective amendments) will have become effective and comply with all applicable laws at the time the Offered Securities are offered or issued as contemplated by the Registration Statement; (ii) a Prospectus Supplement, Pricing Supplement and/or term sheet will have been prepared and filed with the Commission describing the Offered Securities offered thereby and will comply with all applicable laws; (iii) all Offered Securities will be issued and sold in compliance with applicable federal and state laws and in the manner stated in the Registration Statement and the appropriate Prospectus Supplement, Pricing Supplement and/or term sheet; (iv) a definitive purchase, underwriting or similar agreement and any other necessary agreements with respect to any Offered Securities offered or issued will have been duly authorized and validly executed and delivered by the parties thereto; (v) the Offered Securities will be sold and delivered at the price (not less than the par or stated value in the case of the Preferred Stock) and in accordance with the terms of such agreement and as set forth in the Registration Statement and the Prospectus Supplement(s), Pricing Supplement(s) or term sheet(s) referred to therein; and (vi) the Company will authorize the offering and issuance of the Offered Securities and the terms and conditions thereof (including in the case of the Preferred Stock, the adoption of a Certificate of Designations) and will take any other appropriate additional corporate action, and (b) with respect to the Previously Issued Securities (i) the Registration Statement and any amendments thereto (including the Amendment and any other post-effective amendments) will have become effective and comply with all applicable laws; (ii) all Previously Issued Securities have been issued and sold in compliance with applicable federal and state laws and in the manner stated in the Registration Statement and the appropriate Prospectus Supplement, Pricing Supplement and/or term sheet; (iii) the parties to the documents I have examined, other than the Company and the SSBH Trusts, had the power, corporate or other, to enter into and perform all obligations thereunder, (iv) the such documents have been duly authorized by all requisite action, corporate or other, and executed and delivered by such parties, and (v) such documents constitute valid and binding obligations of such parties, I am of the opinion that: 1. The Company is a duly organized and existing corporation under the laws of the State of Delaware. 2. With respect to Debt Securities to be issued under either the Senior Indenture, Subordinated Indenture or Junior Subordinated Indenture, other than the Previously Issued Securities, assuming the (i) due qualification of the Trustee and the applicable Indenture under the Trust Indenture Act of 1939, (ii) due authorization, execution, and delivery of the applicable Indenture by the Trustee, and (iii) due execution, authentication and delivery of the Debt Securities in accordance with the terms of the applicable Indenture, such Debt Securities will be legal, valid and binding obligations of the Company and will be entitled to the benefits of the 4 Salomon Smith Barney Holdings Inc. July 1, 1999 Page 4 applicable Indenture. The Previously Issued Senior Securities issued under the Senior Indenture or the Original Senior Indenture and the Previously Issued Junior Subordinated Debt Securities issued under the Junior Subordinated Indenture are legal, valid and binding obligations of the Company and are entitled to the benefits of the applicable Indenture. 3. With respect to the Index Warrants, other than the Previously Issued Index Warrants, assuming the (i) due authorization, execution and delivery of the applicable Warrant Agreement by the Warrant Agent, and (ii) due execution, countersignature and delivery of the Index Warrants, such Index Warrants will be legal, valid and binding obligations of the Company. The Previously Issued Index Warrants are the legal, valid and binding obligations of the Company. 4. With respect to shares of Preferred Stock, assuming the due execution, countersignature and delivery of certificates representing the shares of Preferred Stock, such shares of Preferred Stock will be validly issued, fully paid and nonassessable. 5. With respect to the Depositary Shares, assuming the (i) due authorization, execution and delivery of the Deposit Agreement or Agreements relating to the Depositary Shares and the related Depositary Receipts by the Depositary appointed by the Company, (ii) the deposit of the shares of Preferred Stock underlying such Depositary Shares with a bank or trust company which meets the requirements for the Depositary set forth in the Registration Statement under the applicable Deposit Agreement, and (iii) due execution, countersignature and delivery of the Depositary Receipts representing the Depositary Shares, such Depositary Shares will be validly issued. 6. With respect to the Guarantees, other than the Previously Issued Guarantee, assuming the due authorization, execution and delivery of the applicable Guarantee Agreement by the Junior Subordinated Trustee, such Guarantees will be legal, valid and binding obligations of the Company. The Previously Issued Guarantee is the legal, valid and binding obligation of the Company. Insofar as my opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, it is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and subject to general principles of equity, regardless of whether such is considered in a proceeding in equity or at law. 5 Salomon Smith Barney Holdings Inc. July 1, 1999 Page 5 My opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. I consent to the filing of this opinion in the Registration Statement as Exhibit 5 thereto and to the reference to my name in the Prospectuses and Prospectus Supplements constituting a part of such Registration Statement under the heading "Legal Matters." In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Joan Guggenheimer Joan Guggenheimer General Counsel and Secretary EX-5.B 12 OPINION OF SKADDEN ARPS SLATE MEAGHER & FLOM LLP 1 Exhibit 5(b) Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 July 1, 1999 Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, NY 10013 SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV c/o Salomon Smith Barney Holdings Inc. 388 Greenwich Street New York, New York 10013 Re: Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special counsel to (1)SSBH Capital I, SSBH Capital II, SSBH Capital III and SSBH Capital IV (each, an "SSBH Trust" and, together, the "SSBH Trusts"), each a statutory business trust formed under the laws of the State of Delaware, and (2) Salomon Smith Barney Holdings Inc. (the "Company"), a New York corporation, which is the successor to Salomon Smith Barney Holdings Inc., a Delaware corporation ("Old SSBH"), following a statutory merger effective as of the date hereof, in connection with the preparation of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-38931), to be filed by the Company and the SSBH Trusts with the Securities and Exchange Commission (the "Commission") on the date hereof (such Registration Statement, as so amended, the "Registration Statement"). The Registration Statement relates to (A) the sale from time to time in connection with market-making transactions of (i) the SSBH Trust I Preferred Securities (as defined below) and (ii) the SSBH Trust I Junior Subordinated Debt Securities (as defined below) and (B) the issuance and sale from time to 2 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 2 time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"), of, among other things, the following securities: (i) preferred securities (the "Trust Preferred Securities") of each of the SSBH Trusts and (ii) unsecured junior subordinated debt securities (the "Junior Subordinated Debt Securities") of the Company which are to be issued pursuant to an indenture, dated as of January 28, 1998, between Old SSBH and The Chase Manhattan Bank, as debt trustee (the "Debt Trustee"), as amended and supplemented by a First Supplemental Indenture, dated as of the date hereof (the "First Supplemental Indenture"), between the Company and the Debt Trustee (such indenture, as so amended and so supplemented, the "Indenture"). The Trust Preferred Securities and Junior Subordinated Debt Securities are collectively referred to herein as the "Offered Securities." The Trust Preferred Securities of SSBH Capital I (the "SSBH Trust I Preferred Securities"), having an aggregate liquidation preference of $400,000,000, were originally issued pursuant to the Amended and Restated Declaration of Trust of SSBH Capital I dated as of January 28, 1998 ("Declaration I"), among Old SSBH, as sponsor and as the issuer of the SSBH Trust I Junior Subordinated Debt Securities held by The Chase Manhattan Bank, as the property trustee (the "Property Trustee"), Chase Manhattan Bank Delaware, as Delaware trustee (the "Delaware Trustee"), and Charles W. Scharf and Michael J. Day, as regular trustees (together, the "Regular Trustees"). 3 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 3 The Trust Preferred Securities of each of the other SSBH Trusts are to be issued pursuant to an Amended and Restated Declaration of Trust of such SSBH Trust (each, a "Declaration" and, collectively, the "Declarations"), each such Declaration being among the Company, as sponsor and as the issuer of the Junior Subordinated Debt Securities to be held by the Property Trustee, the Delaware Trustee and the Regular Trustees. This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the form of Prospectus and Prospectus Supplement relating to the Trust Preferred Securities included in the Registration Statement (collectively, the "Prospectus"); (iii) the certificate of trust of each of (A) SBH Capital I, SBH Capital II and SBH Capital III (the "1996 Certificates of Trust") filed with the Secretary of State of the State of Delaware on December 19, 1996 and (B) the certificate of trust of SSBH Capital IV filed with the Secretary of State of the State of Delaware on October 24, 1997 (the "1997 Certificate of Trust"); (iv) the certificate of amendment of each of the 1996 Certificates of Trust changing the names of SBH Capital I, SBH Capital II and SBH Capital III to, respectively, SSBH Capital I, SSBH Capital II and SSBH Capital III (as amended, and together with the 1997 4 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 4 Certificate of Trust, the "Certificates of Trust") (v) an executed copy of the Underwriting Agreement, dated January 23, 1998 (the "SSBHI Underwriting Agreement"), among SSBH Capital I, Old SSBH and Smith Barney Inc., A.G. Edwards & Sons, Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, PaineWebber Incorporated and Prudential Securities Incorporated, as Representatives of the several underwriters named therein; (vi) a Cross-Receipt dated January 28, 1998, acknowledging receipt of payment by the underwriters party to the SSBH I Underwriting Agreement for the SSBH Trust I Preferred Securities; (vii) an executed copy of Declaration I and the form of the Declaration of each of the other SSBH Trusts (including the designations of the terms of the Trust Preferred Securities of such SSBH Trust annexed thereto); (viii) the global certificates evidencing the SSBH Trust I Preferred Securities and the form of the Trust Preferred Securities of each of the other SSBH Trusts; (ix) an executed copy of the Preferred Securities Guarantee Agreement dated as of January 28, 1998 (the "SSBH Trust I Preferred Securities Guarantee"), between Old SSBH and The Chase Manhattan Bank, as guarantee trustee (the "Preferred Securities Guarantee Trustee"), and the form of the preferred securities guarantee agreement (the "Preferred Securities Guarantee"), between Old SSBH and the Preferred Securities Guarantee Trustee; (x) the certificates evidencing the $412,372,000 aggregate principal amount of Junior Subordinated Debt Securities issued by Old SSBH on January 28, 1998 in connection with the issuance of the SSBH Trust I Preferred Securities (the "SSBH Trust I Junior Subordinated Debt Securities") and the form of the Junior Subordinated Debt Securities; (xi) an executed copy of 5 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 5 the Indenture; (xii) the Restated Certificate of Incorporation of the Company, as amended to date; (xiii) the By-laws of the Company as currently in effect; (xiv) the Agreement and Plan of Merger between Old SSBH and the Company, dated as of the date hereof; (xv) an executed copy of the Certificate of Merger of Old SSBH into the Company under Section 904 of the Business Corporation Law filed with the Department of State of the State of New York on the date hereof; (xvi) an executed copy of the Officers' Certificate attached as Annex A hereto (the "Officers' Certificate"), dated the date hereof, delivered pursuant to Section 8.1 of the Indenture; (xvii) certain resolutions adopted by the Board of Directors of Old SSBH; and (xviii) certain resolutions adopted by the Board of Directors of the Company (the "Board of Directors"). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company and SSBH Trusts, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, 6 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 6 corporate or other, and execution and delivery by such parties of such documents and that, except to the extent set forth in paragraphs (2) and (3) below, such documents constitute or will constitute valid and binding obligations of such parties. In addition, we have assumed that the Declaration of each SSBH Trust (other than Declaration I), the Preferred Securities of each SSBH Trust (other than the SSBH Trust I Preferred Securities), the Preferred Securities Guarantee (other than the SSBH Trust I Preferred Securities Guarantee) and the Junior Subordinated Debt Securities (other than the SSBH Trust I Junior Subordinated Debt Securities), when executed, will be executed in substantially the form reviewed by us and that the terms of the Junior Subordinated Debt Securities (other than the SSBH Trust I Junior Subordinated Debt Securities) when established in conformity with the Indenture will not violate any applicable law. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers, trustees and other representatives of the Company, the SSBH Trusts and others. In addition, we have assumed the accuracy of the statements made in the Officers' Certificate. Members of our firm are admitted to the bar in the States of New York and Delaware and we do not express any opinion as to the laws of any other jurisdiction. Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that: 7 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 7 1. With respect to the Trust Preferred Securities of each SSBH Trust other than SSBH Capital I (the "Offered Trust Preferred Securities"), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) the Prospectus has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the terms of the Offered Trust Preferred Securities; (iv) the Declaration of each SSBH Trust other than SSBH Capital I is duly executed and delivered by the parties thereto; (v) the terms of the Offered Trust Preferred Securities have been established in accordance with the Declaration; (vi) the Offered Trust Preferred Securities have been issued and executed in accordance with the Declaration and paid for in the manner contemplated in the Registration Statement or the Prospectus; and (vii) if the Offered Trust Preferred Securities are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Trust Preferred Securities has been duly authorized, executed and delivered by the Company and the other parties thereto, (1) the Offered Trust Preferred Securities will be duly authorized for issuance and will be validly issued, fully paid and nonassessable, representing undivided beneficial interests in the assets of such SSBH Trust and (2) the holders of the Offered Trust Preferred Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the 8 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 8 State of Delaware (the "DGCL"). The SSBH Trust I Preferred Securities have been duly authorized, and are validly issued, fully paid and nonassessable, representing undivided beneficial interests in the assets of SSBH Capital I and the holders of the SSBH Trust I Preferred Securities are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the DGCL. We bring to your attention, however, that the holders of the Trust Preferred Securities may be obligated, pursuant to their respective Declarations, to (i) provide indemnity and/or security in connection with and pay taxes or governmental charges arising from transfers of Trust Preferred Securities and (ii) provide security and indemnity in connection with the requests of or directions to the Property Trustee of such SSBH Trust to exercise its rights and powers under such Declaration. 2. With respect to the Preferred Securities Guarantee relating to the Offered Trust Preferred Securities, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) the Prospectus has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the terms of the Preferred Securities Guarantee; (iv) the Declaration of each SSBH Trust other than SSBH Capital I is duly executed and delivered by the parties thereto; (v) the terms of the Offered Trust Preferred 9 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 9 Securities have been established in accordance with the Declaration; (vi) the Offered Trust Preferred Securities have been issued and executed in accordance with the Declaration and paid for in the manner contemplated in the Registration Statement or the Prospectus; and (vii) if the Offered Preferred Securities are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to such Offered Preferred Securities has been duly authorized, executed and delivered by the applicable SSBH Trust and other parties thereto, the Preferred Securities Guarantee relating to the Offered Trust Preferred Securities, when duly executed and delivered by the parties thereto, will be, in each case, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (a) enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (b) rights to indemnity and contribution thereunder may be limited by applicable law or the public policy underlying such law. The SSBH Trust I Preferred Securities Guarantee is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that (a) enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (b) 10 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 10 rights to indemnity and contribution thereunder may be limited by applicable law or the public policy underlying such law. 3. With respect to any series of the Junior Subordinated Debt Securities other than the SSBH Trust I Junior Subordinated Debt Securities (the "Offered Debt Securities"), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) the Prospectus has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance and terms of the Offered Debt Securities and related matters; (iv) the terms of the Offered Debt Securities have been established in conformity with the Indenture; and (v) the Offered Debt Securities are duly executed, delivered, authenticated and issued in accordance with the Indenture and delivered and paid for as set forth in the Prospectus, the Offered Debt Securities will be valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The 11 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 11 SSBH Trust I Junior Subordinated Debt Securities are valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). In rendering the opinions set forth in paragraphs 2 and 3 above, we have assumed that the execution and delivery by the Company of the Indenture (including the First Supplemental Indenture); the Preferred Securities Guarantees (including the SSBH Trust I Preferred Securities Guarantee) and the Junior Subordinated Debt Securities (including the SSBH Trust I Junior Subordinated Debt Securities) and the performance of its obligations thereunder did not and will not violate, conflict with or constitute a default under (i) any agreement or instrument to which the Company or any of its properties is subject (except that we do not make the assumption set forth in this clause (i) with respect to the Company's Amended and Restated Certificate of Incorporation or By-laws), (ii) any law, rule, or regulation to which the Company or any of its properties is subject (except that we do not make the assumption set forth in this clause (ii) with respect to those laws, rules and regulations (other than securities and antifraud laws) of the State of New York which, in our experience, are normally applicable to transactions of 12 Salomon Smith Barney Holdings Inc. SSBH Capital I SSBH Capital II SSBH Capital III SSBH Capital IV July 1, 1999 Page 12 the type contemplated by the Indenture, the Preferred Securities Guarantee and the Junior Subordinated Debt Securities, but without our having made any special investigation concerning any other laws, rules or regulations), (iii) any judicial or regulatory order or decree of any governmental authority or (iv) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the use of our name under the heading "Legal Matters" in the prospectuses which form a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated and we disclaim any undertaking to advise you of the facts stated or assumed herein or any subsequent changes in applicable law. Very truly yours, /s/ Skadden, Arps, Slate, Meagher & Flom LLP EX-23.A 13 CONSENT OF PRICEWATERHOUSECOOPERS LLP 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 SSBH Capital I, II, III and IV on Form S-3 (No. 333-38931) 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 14 CONSENT OF ARTHUR ANDERSEN LLP 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., SSBH Capital I, SSBH Capital II, SSBH Capital III and SSBH Capital IV (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-----