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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 7)*
Salomon Inc
(Name of Issuer)
Common Stock (upon conversion of Preferred Stock)
(Title of Class of Securities)
0007954981
_______________
(CUSIP Number)
Marc D. Hamburg
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
(402)346-1400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
"Notes" to Schedule 13D).
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The following items of Schedule 13D filed by Berkshire Hathaway Inc.
("Berkshire") and the other persons filing this Schedule 13D with respect to the
Series A Cumulative Convertible Preferred Stock ("Preferred Stock") and the
Common Stock, $1.00 par value ("Common Stock") of Salomon Inc ("Salomon") are
amended as set forth below. As used herein, "Berkshire" refers collectively to
Berkshire and its subsidiaries that own of record shares of the Preferred Stock
and/or Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by the following:
Under the Certificate of Designation with respect to the Preferred
Stock, Salomon will be required on October 31, 1996 to redeem 140,000 shares of
the Preferred Stock unless Berkshire converts the shares called for redemption
into shares of Common Stock. Absent unusual market developments not presently
foreseen by Berkshire, Berkshire intends to convert the shares of Preferred
Stock called for redemption. Upon such a conversion, Berkshire would hold
420,000 shares of Preferred Stock (convertible into 11,052,631 shares of Common
Stock) and an additional 10,317,810 shares of Common Stock, totalling
approximately 18% of the currently outstanding Salomon voting securities.
As previously reported on this Schedule 13D, Berkshire may purchase
additional shares of Salomon or may sell shares of Salomon at any time and from
time to time, depending on price, market conditions, availability of funds,
evaluation of other investment opportunities, and other factors. Berkshire is
considering engaging in a transaction at some future date that may over time
result in a reduction in Berkshire's shareholding in Salomon.
The transaction under consideration is a sale of Berkshire exchangeable
notes, which will be exchangeable for Salomon Common Stock upon maturity or
redemption. Berkshire has made no decision regarding such a transaction, but
expects that, if it issues such notes, the notes would have a maturity of not
less than five years, would first become redeemable after not less than three
years, and would be exchangeable for Salomon Common Stock at a premium over the
market price for Salomon Common Stock at the time of the notes offering.
Berkshire expects that in any such transaction the number of
Berkshire's shares of Salomon Common Stock potentially exchangeable for notes
would likely be less than one-half of the number of shares that Berkshire now
beneficially owns (including Salomon Common Stock issuable upon conversion of
Salomon Preferred Stock). Berkshire has asked Salomon to file a registration
statement under the Securities Act of 1933 registering shares of Salomon Common
Stock that Berkshire may deliver
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upon exchange of notes having an aggregate public offering price of $400
million.
Whether Berkshire will issue such notes, and the timing of any such
issuance, will depend upon market conditions and the pricing and other terms and
conditions that would be applicable to a specific transaction. Under the
purchase agreement dated September 27, 1987 between Berkshire and Salomon,
pursuant to which Berkshire purchased its Salomon Preferred Stock (the "Purchase
Agreement"), Salomon has a first right to purchase any Salomon securities that
Berkshire proposes to sell. A sale of exchangeable notes by Berkshire would
require Salomon to waive its right with respect to the shares of Salomon that
Berkshire may deliver upon exchange of the notes.
Depending upon its evaluation of market conditions and investment
alternatives, Berkshire may effect other types of transactions that could result
in a disposition of a portion of its Salomon shares (subject to Salomon's first
right to purchase under the Purchase Agreement). Or, Berkshire may determine not
to effect any transaction involving the disposition of its Salomon shares.
Berkshire expects to remain a large shareholder of Salomon even if,
over time, it disposes of a portion of its Salomon shares. Warren E. Buffett,
Berkshire's Chairman and Chief Executive Officer, and Charles T. Munger, its
Vice-Chairman, expect to remain on the Board of Directors of Salomon, with Mr.
Buffett continuing to serve as Chairman of the Executive Committee of the
Salomon Board. Mr. Louis A. Simpson, President and Chief Executive Officer--
Capital Operations of GEICO Corporation, a wholly owned subsidiary of Berkshire,
also serves as a director of Salomon and would expect to continue serving as
such and as Chairman of the Audit Committee of the Salomon Board of Directors.
Other than the possible plans described above, Berkshire has no present
plans or proposals that relate to or would result in an event described in Item
4(a) -(j) of Schedule 13D.
All other information responsive to Item 4 remains as previously
reported, except as amended hereby.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUES.
Item 6 is amended by the following:
Berkshire has asked Salomon to file a registration statement under the
Securities Act of 1933 with respect to the Salomon shares potentially
exchangeable for the notes described under Item 4. An offering of such notes by
Berkshire may involve related contracts, arrangements, and understandings
between Berkshire and Salomon with respect to shares of Salomon Preferred Stock
and Common Stock. Pursuant to its obligations under the Purchase Agreement,
Salomon has agreed to file a registration statement for the purpose of such an
exchangeable note offering. Neither Berkshire's request that Salomon file a
registration statement for such purpose nor Salomon's filing thereof indicates
that Bershire has determined or will determine to issue and sell such notes.
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After reasonable inquiry and to the best knowledge and belief of each,
the undersigned hereby certify that the information set forth in this statement
is true, complete, and correct.
Dated this 12th day of September, 1996.
/s/ Warren E. Buffett
BERKSHIRE HATHAWAY INC. NATIONAL INDEMNITY COMPANY
By/s/ Warren E. Buffett By/s/ Warren E. Buffett
Chairman of the Board Chairman of the Board
NATIONAL FIRE AND MARINE COLUMBIA INSURANCE COMPANY
INSURANCE COMPANY
By/s/ Warren E. Buffett By/s/ Warren E. Buffett
Chairman of the Board Chairman of the Board
CYPRESS INSURANCE COMPANY, CORNHUSKER CASUALTY COMPANY, OAK RIVER INSURANCE
COMPANY, NATIONAL LIABILITY & FIRE INSURANCE COMPANY, WESCO-FINANCIAL INSURANCE
COMPANY, and WESCO FINANCIAL CORPORATION.
By/s/ Warren E. Buffett
Attorney-in-Fact
