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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 7, 1994
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SALOMON INC
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(Exact name of registrant as specified in its charter)
Delaware 1-4346 22-1660266
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Seven World Trade Center, New York, New York 10048
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 783-7000
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2
Item 7. Financial Statement, Pro Forma Financial
Information and Exhibits.
25. Form T-1 Statement of Eligibility of The First National Bank of
Chicago, under the Trust Indenture Act of 1939.
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3
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SALOMON INC
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(Registrant)
Date: March 7, 1994 By: /s/ William J. Jennings
____________________________
Name: William J. Jennings
Title: Senior Vice President
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4
EXHIBIT INDEX
Exhibit Page Number
25. Form T-1 Statement of Eligibility of
The First National Bank of Chicago. 5
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EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) _____
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THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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SALOMON INC
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-1660266
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7 WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
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ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
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INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
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IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
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PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
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7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois,on the 1st day of March, 1994.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE,
By /s/ R. D. MANELLA
R. D. Manella
Vice President
*Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 12 of the Form T-1 of The First National
Bank of Chicago, filed as Exhibit 26(b) to the Registration Statement on
Form S-3 of Dow Capital B.V. and The Dow Chemical Company, filed with the
Securities and Exchange Commission on June 3, 1991 (Registration No. 33-
36314).
3
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
March 1, 1994
Securities and Exchange Commission,
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between SALOMON INC and The
First National Bank of Chicago, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
The First National Bank of Chicago
By: /s/ R. D. MANELLA
R. D. Manella
Vice President
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EXHIBIT 7
A copy of the latest report of conditions of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
5
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<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/93 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1993
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN C400 LESS THAN
THOUSANDS RCFD BIL MIL THOU ---------
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<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RCA-A):
a. Noninterest-bearing balances and
currency and coin(1) ............................... 0081 3,552,441 1.a.
b. Interest-bearing balances(2)...................... 0071 5,687,085 1.b.
2. Securities (from Schedule RC-B)...................... 0390 470,252 2
3. Federal funds sold and securities purchased
under agreements to resell in domestic
offices of the bank and its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal Funds sold................................ 0276 3,985,638 3.a.
b. Securities purchased under agreements to resell... 0277 880,886 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from
Schedule RC-C)....................................... RCFD 2122 13,308,340 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 339,885 4.b.
c. LESS: Allocated transfer risk reserve RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b
and 4.c).......................................... 2125 12,968,455 4.d.
5. Assets held in trading accounts 2146 3,109,630 5.
6. Premises and fixed assets (including
capitalized leases).................................. 2145 497,559 6.
7. Other real estate owned (from Schedule RC-M) 7 2150 101,446 7.
8. Investments in unconsolidated subsidiaries and
associated -98 companies (from Schedule RC-M)........ 2130 6,375 8.
9. Customers' liability to this bank on 2155 477,130 9.
acceptances outstanding..............................
10.Intangible assets (from Schedule RC-M)............... 2143 147,257 10.
11.Other assets (from Schedule RC-F).................... 2160 2,607,308 11.
12.Total assets (sum of items 1 through 11)............. 2170 34,491,462 12.
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
6
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<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/93 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
Thousands BIL MIL THOU
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<S> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) ........................... RCON 2200 15,870,533 13.a.
(1) Noninterest-bearing(1) ........................... RCON 6631 7,494,138 13.a.(1)
(2) Interest-bearing RCON 6636 8,376,395 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)...................... RCFN 2200 7,254,022 13.b.
(1) Noninterest bearing ................................ RCFN 6631 352,283 13.b.(1)
(2) Interest-bearing RCFN 6636 6,901,739 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased ............................. RCFD 0278 2,649,907 14.a.
b. Securities sold under agreements to repurchase....... RCFD 0279 171,899 14.b.
15. Demand notes issued to the U.S. Treasury .................. RCON 2840 106,087 15.
16. Other borrowed money ...................................... RCFD 2850 1,782,869 16.
17. Mortgage indebtedness and obligations under capitalized
leases .................................................... RCFD 2910 267,000 17.
18. Bank's liability on acceptance executed and outstanding... RCFD 2920 477,130 18.
19. Subordinated notes and debentures ......................... RCFD 3200 1,175,000 19.
20. Other liabilities (from Schedule RC-G) .................... RCFD 2930 2,049,329 20.
21. Total liabilities (sum of items 13 through 20) ............ RCFD 2948 31,803,776 21.
22. Limited-Life preferred .................................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ............. RCFD 3838 0 23.
24. Common stock .............................................. RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)... RCFD 3839 2,254,940 25.
26. a. Undivided profits and capital reserves ................. RCFD 3632 232,478 26.a.
b. LESS: Net unrealized loss on marketable equity
securities ............................................. RCFD 0297 (299) 26.b.
27. Cumulative foreign currency translation adjustments ....... RCFD 3284 (889) 27.
28. Total equity capital (sum of items 23 through 27) ......... RCFD 3210 2,687,686 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) ..................... RCFD 3300 34,491,462 29.
</TABLE>
<TABLE>
<CAPTION>
Memorandum
To be reported only with the March Report of Condition.
<S> <C>
1. Indicate in the box at the right the number of the statement below that
best describes the most
comprehensive level of auditing work performed for the bank by independent
external
auditors as of any date during 1992................................................................RCFA 6724 N/A M.1.
</TABLE>
<TABLE>
<C> <S> <C> <C>
1 = Independent audit of the bank conducted in 4. = Directors' examination of the bank performed by other
accordance with generally accepted auditing external auditors (may be required by state chartering
standards by a certified public accounting authority)
firm which submits a report on the bank 5. = Review of the bank's financial statements by
2 = Independent audit of the bank's parent holding external auditors
company conducted in accordance with generally 6. = Compilation of the bank's financial statements by
accepted auditing standards by a certified external auditors
public accounting firm which submits a 7. = Other audit procedures (excluding tax preparation work)
report on the consolidated holding 8. = No external audit work
company (but not on the bank separately)
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing
standards by a certified public accounting firm
(may be required by state chartering authority)
</TABLE>
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
7
