1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 -------------- Date of Report: May 25, 1999 (Date of earliest event reported) SALOMON SMITH BARNEY HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 1-4346 22-1660266 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification Number) -------------- 388 Greenwich Street New York, New York 10013 (Address of Principal Executive Office) Registrant's telephone number, including area code: (212) 816-6000 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 1.01 Terms Agreement, dated May 25, 1999, between Salomon Smith Barney Holdings Inc. (the "Company") and Salomon Smith Barney Inc., as Underwriter, relating to the offer and sale of the Company's Callable Equity Linked Notes based upon the TheStreet.com Internet Sector Index due May 30, 2006. Exhibit 4.01 Form of Note for the Company's Callable Equity Linked Notes based upon the TheStreet.com Internet Sector Index due May 30, 2006. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report or amendment to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 26, 1999 Salomon Smith Barney Holdings Inc. By: /s/ Mark I. Kleinman --------------------------------- Name: Mark I. Kleinman Title: Executive Vice President and Treasurer 3