[Federal Register Volume 64, Number 28 (Thursday, February 11, 1999)]
[Notices]
[Pages 6929-6930]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-3406]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 23683; 812-11432]


Salomon Smith Barney Inc.; Notice of Application

February 5, 1999.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice of application for an order under section 12(d)(1)(J) of 
the Investment Company Act of 1940 (the ``Act'') for an exemption from 
section 12(d)(1) of the Act, under section 6(c) of the Act for an 
exemption from section 14(a) of the Act, and under section 17(b) of the 
Act for an exemption from section 17(a) of the Act.

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SUMMARY OF APPLICATION: Applicant, Salomon Smith Barney Inc. (``Salomon 
Smith Barney''), requests an order to amend a prior order that exempts 
all existing DECS Trusts and future trusts that are substantially 
similar and for which Salomon Smith Barney Inc. (``Salomon Brothers'') 
serves as principal underwriter (``Salomon-Sponsored Trusts'') from 
certain provisions of sections 12(d)(1), 14(a) and 17(a) of the Act 
(``Prior Order''),\1\ which is limited by its terms to Salomon Brothers 
and to Salomon-Sponsored Trusts. Applicant requests an amendment to 
extend the relief granted in the Prior Order to Salomon Smith Barney, a 
successor entity resulting from the merger of Smith Barney Inc. 
(``Smith Barney'') and Salomon Brothers, and any DECS Trust or other 
substantially similar trust for which Smith Barney (``Smith Barney-
Sponsored Trusts'') or Salomon Smith Barney (``SSB-Sponsored Trusts'') 
has served or will serve as principal underwriter.\2\

    \1\ Salomon Brothers Inc., Investment Company Act Release Nos. 
22837 (Sep. 30, 1997) (notice) and 22862 (Oct. 21, 1997) (order).
    \2\ Smith Barney, Salomon Smith Barney, Smith Barney-Sponsored 
Trusts and SSB-Sponsored Trusts have relied on the Prior Order since 
March 3, 1998. See Salomon Brothers Inc. and Smith Barney Inc. (pub. 
avail. Mar. 3, 1998).
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FILING DATE: The application was filed on January 28, 1998. Applicant 
has agreed to file an amendment during the notice period, the substance 
of which is reflected in the notice.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on March 1, 1999, 
and should be accompanied by proof of service on applicant, in the form 
of an affidavit, or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, 388 Greenwich Street, New York, New York 10013.

FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Staff Attorney, at 
(202) 942-0634, or Mary Kay Frech, Branch Chief, at (202) 942-0546 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch, 450 Fifth Street, N.W., Washington, 
D.C. 20549 (tel. (202) 942-8090).

Applicant's Representations

    1. Salomon Smith Barney is a securities broker-dealer registered 
under

[[Page 6930]]

the Securities Exchange Act of 1934. Prior to November 28, 1997, 
Salomon Brothers was wholly owned by Salomon Inc and Smith Barney was 
wholly owned by Travelers Group Inc. (``Travelers Group''), which were 
unaffiliated holding companies. On that date, pursuant to an agreement 
and plan of merger, a newly formed, wholly-owned subsidiary of 
Travelers Group merged with and into Salomon Inc (which owned 100% of 
Salomon Brothers) which became a wholly-owned subsidiary of Travelers 
Group and was renamed Salomon Smith Barney Holdings Inc. (``SSB 
Holdings''). Immediately thereafter, Smith Barney Holdings Inc., 
another wholly-owned subsidiary of Travelers Group and the 100% owner 
of Smith Barney, was merged into SSB Holdings. As a result, Salomon 
Brothers and Smith Barney became both wholly-owned subsidiaries of 
Travelers Group. Following that merger, SSB Holdings conducted the 
underwriting of DECS Trusts and similar trusts through Smith Barney 
rather than through Salomon Brothers.\3\
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    \3\ See note 2, supra.
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    2. On September 1, 1998, Salomon Brothers was merged into Smith 
Barney, creating Salomon Smith Barney to conduct the combined 
operations of the previously separate entities. Salomon Smith Barney is 
the legal successor by merger to Salomon Brothers.
    3. On October 21, 1997, the Commission issued the Prior Order, 
which is limited by its terms to Salomon Brothers and any Salomon-
Sponsored Trusts. The Prior Order exempts (a) all Salomon-Sponsored 
Trusts from section 12(d)(1) of the Act to the extent necessary to 
permit other registered investment companies to own more than 3% of the 
total outstanding voting stock of any Salomon-Sponsored Trust and other 
investment companies having the same investment adviser, and companies 
controlled by such investment companies, to own more than 10% of the 
securities of any Salomon-Sponsored Trust, (b) all Salomon-Sponsored 
Trusts from section 14(a) of the Act to the extent necessary to permit 
the Trusts to be organized without $100,000 in net worth, and (c) all 
Salomon-Sponsored Trusts and Salomon Brothers from section 17(a) of the 
Act to the extent necessary to permit Salomon-Sponsored Trusts to 
purchase U.S. Government securities from Salomon Brothers at the time 
of a Salomon-Sponsored Trust's initial issuance of securities.
    4. The request order would extend the relief granted in the Prior 
Order to Salomon Smith Barney and any Smith Barney-Sponsored Trusts and 
SSB-Sponsored Trusts.

Applicant's Condition

    Salomon Smith Barney will be bound by all of the conditions of the 
Prior Order and Smith Barney-Sponsored Trusts and SSB-Sponsored Trusts 
seeking to rely on the amended order will be substantially as described 
in the Prior Order and will comply with all conditions therein.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-3406 Filed 2-10-99; 8:45 am]
BILLING CODE 8010-01-M