<PAGE>
Rule 424 (b)(2)
File No. 33-51269
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 14, 1993)
$150,000,000
SALOMON INC
6 3/4% SENIOR NOTES DUE 2006
The 6 3/4% Senior Notes Due 2006 (the "Notes") of Salomon Inc (the "Company")
being offered hereby will mature on January 15, 2006. Interest on the Notes is
payable semiannually on each January 15 and July 15, beginning July 15, 1994.
The Notes may not be redeemed prior to maturity.
The Notes will be represented by one or more Global Securities registered in
the name of the nominee of The Depository Trust Company, as Depositary.
Beneficial interests in the Global Securities will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary
and its participants. Except as provided in the accompanying Prospectus, Notes
in definitive form will not be issued. See "Description of Debt Securities--
Global Securities" in the accompanying Prospectus. Settlement for the Notes
will be made in immediately available funds. The Notes will trade in the
Depositary's Same-Day Funds Settlement System, and secondary market trading
activity in the Notes will therefore settle in immediately available funds.
See "Description of Notes--Same-Day Settlement and Payment".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT COMPANY(1)(2)
<S> <C> <C> <C>
Per Note................................ 99.971% .675% 99.296%
Total................................... $149,956,500 $1,012,500 $148,944,000
</TABLE>
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(1) Plus accrued interest, if any, from January 27, 1994 to the date of
delivery.
(2) Before deducting expenses payable by the Company estimated to be $100,000.
The Notes are offered subject to receipt and acceptance by the Underwriters,
to prior sale and to the Underwriters' right to reject any order in whole or
in part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the Notes will be made in book-entry form through
the facilities of The Depository Trust Company on or about January 27, 1994.
The Company or one or more of its subsidiaries may from time to time purchase
or acquire a position in the Notes and may, at its option, hold or resell such
Notes. Salomon Brothers Inc, an indirect wholly owned subsidiary of the
Company, expects to offer and sell previously issued Notes in the course of
its business as a broker-dealer. Salomon Brothers Inc may act as principal or
agent in such transactions. The accompanying Prospectus and this Prospectus
Supplement may be used by the Company or any of its subsidiaries, including
Salomon Brothers Inc, in connection with such transactions. Such sales, if
any, will be made at varying prices related to prevailing market prices at the
time of sale.
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
KIDDER, PEABODY & CO.
INCORPORATED
LEHMAN BROTHERS
J.P. MORGAN SECURITIES INC.
SMITH BARNEY SHEARSON INC.
The date of this Prospectus Supplement is January 18, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 1-
4346), are incorporated herein by reference: (i) the Company's Annual Report
on Form 10-K for the year ended December 31, 1992; (ii) the Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993; and (iii) the Current Reports on Form 8-K dated January
12, 1993, January 19, 1993, February 1, 1993, February 3, 1993, February 22,
1993, March 4, 1993, April 22, 1993, July 22, 1993, October 14, 1993, October
21, 1993, October 27, 1993, November 5, 1993, December 17, 1993 and January
12, 1994. See "Incorporation of Certain Documents By Reference" in the
Prospectus.
DESCRIPTION OF NOTES
The Notes are a series of Debt Securities to be issued under the Senior Debt
Indenture described in the accompanying Prospectus and will be limited to
$150,000,000 aggregate principal amount. The Notes will be issued only in
fully registered form in denominations of $1,000 and integral multiples
thereof. Reference should be made to the accompanying Prospectus for a
detailed summary of additional provisions of the Notes and the Senior Debt
Indenture under which the Notes will be issued and to the Prospectus and the
Senior Debt Indenture for the definitions of certain capitalized terms used
herein.
The Trustee under the Senior Debt Indenture will be Chemical Bank under an
indenture dated as of January 18, 1994 as amended from time to time. A copy of
the Senior Debt Indenture under which Chemical Bank serves as Trustee will be
filed with the Commission and is hereby incorporated by reference as part of
the Registration Statement.
INTEREST
The Notes will bear interest from January 27, 1994 at the rate of 6 3/4% per
annum until the principal amount thereof is paid or made available for
payment. Interest on the Notes will be payable semiannually in arrears on each
January 15 and July 15 (each an "Interest Payment Date"), beginning July 15,
1994, and at maturity. Interest on the Notes will be computed on the basis of
a 360-day year of twelve 30-day months. Each payment of interest in respect of
an Interest Payment Date will include interest accrued through the day before
such Interest Payment Date. If an Interest Payment Date falls on a day that is
not a Business Day, the interest payment to be made on such Interest Payment
Date will be made on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date, and no additional interest
will accrue as a result of such delayed payment. Interest payable on a Note on
any Interest Payment Date will be paid to the person (that, for so long as the
Notes are represented by a Global Security as described below under "Book-
Entry System", will be a nominee of the Depositary) in whose name such Note is
registered at the close of business on the first day of the calendar month in
which such Interest Payment Date falls, or at 5:00 P.M., New York City time,
on such first day, if such first day is not a Business Day. "Business Day"
with respect to the Notes means any day that is not a Saturday, a Sunday or a
day on which banking institutions or trust companies in the City of New York
are authorized or obligated by law or executive order to close.
S-2
<PAGE>
BOOK-ENTRY SYSTEM
The Notes will be represented by one or more Global Securities registered in
the name of the nominee of the Depositary. Beneficial interests in the Global
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by the Depositary and its participants. Except as
provided in the accompanying Prospectus, Notes in definitive form will not be
issued.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under New York Banking
Law, a "banking organization" within the meaning of New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. The
Depositary was created to hold securities for its participants and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depositary's participants include
securities brokers and dealers (including the Underwriters), banks, trust
companies, clearing corporations, and certain other organizations, some of
which (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
A further description of the Depositary's procedures with respect to the
Global Securities representing the Notes is set forth in the accompanying
Prospectus under "Description of Debt Securities--Global Securities". The
Depositary has confirmed to the Company, the Underwriters and the Trustee for
the Notes that it intends to follow such procedures.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds or the equivalent.
Secondary trades in notes and debentures of corporate issuers are generally
settled in clearinghouse or next-day funds. In contrast, the Notes will trade
in the Depositary's Same-Day Funds Settlement System until maturity, and
secondary market trading activity in the Notes will therefore be required by
the Depositary to settle in immediately available funds. The effect, if any,
of settlement in immediately available funds on trading activity in the Notes
has not been determined.
REDEMPTION
The Notes may not be redeemed prior to Stated Maturity.
DEFEASANCE
The defeasance provisions described in the accompanying Prospectus will not
be applicable to the Notes.
S-3
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
among the Company and the Underwriters (the "Underwriting Agreement"), the
Company has agreed to sell to each of Salomon Brothers Inc, Bear, Stearns &
Co. Inc., Goldman, Sachs & Co., Kidder, Peabody & Co. Incorporated, Lehman
Brothers Inc., J.P. Morgan Securities Inc., and Smith Barney Shearson Inc.
(the "Underwriters"), and each of the Underwriters has severally agreed to
purchase, the principal amount of Notes set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
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<S> <C>
Salomon Brothers Inc .............................................. $21,600,000
Bear, Stearns & Co. Inc. .......................................... 21,400,000
Goldman, Sachs & Co. .............................................. 21,400,000
Kidder, Peabody & Co. Incorporated................................. 21,400,000
Lehman Brothers Inc. .............................................. 21,400,000
J.P. Morgan Securities Inc. ....................................... 21,400,000
Smith Barney Shearson Inc. ........................................ 21,400,000
------------
Total.......................................................... $150,000,000
============
</TABLE>
The Company has been advised by the Underwriters that the Underwriters
propose initially to offer the Notes to the public at the public offering
price set forth on the cover page of this Prospectus Supplement, and to
certain dealers at such price less a concession not in excess of .40% of the
principal amount of the Notes. The Underwriters may allow, and such dealers
may reallow, a concession to certain other dealers not in excess of .25% of
such principal amount. After the initial public offering, the public offering
price and such concession may be changed from time to time.
The Notes will not have an established trading market when issued. The Notes
will not be listed on any securities exchange. The Underwriters may make a
market in the Notes, but the Underwriters are not obligated to do so and may
discontinue any market-making at any time without notice. There can be no
assurance of a secondary market for any Notes.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all the Notes if any are purchased.
Salomon Brothers Inc is an indirect wholly owned subsidiary of the Company.
The participation of Salomon Brothers Inc in the offer and sale of the Notes
complies with the requirements of Schedule E of the By-Laws of the National
Association of Securities Dealers, Inc. regarding underwriting securities of
an affiliate.
S-4
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN CONNECTION WITH THE OFFER CON-
TAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRIT-
ERS. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATES AS
OF WHICH INFORMATION IS GIVEN IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPEC-
TUS. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITA-
TION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITA-
TION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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PROSPECTUS SUPPLEMENT
<S> <C>
Incorporation of Certain Documents by Reference............................ S-2
Description of Notes....................................................... S-2
Underwriting............................................................... S-4
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Salomon Inc ............................................................... 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Debt Securities............................................. 3
Description of Warrants.................................................... 12
Limitations on Issuance of Bearer Securities and Bearer Warrants........... 13
Plan of Distribution....................................................... 14
ERISA Matters.............................................................. 15
Experts.................................................................... 16
Legal Opinions............................................................. 16
</TABLE>
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$150,000,000
SALOMON INC
6 3/4% SENIOR NOTES DUE 2006
SALOMON BROTHERS INC
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
KIDDER, PEABODY & CO.
INCORPORATED
LEHMAN BROTHERS
J.P. MORGAN SECURITIES INC.
SMITH BARNEY SHEARSON INC.
PROSPECTUS SUPPLEMENT
DATED JANUARY 18, 1994
