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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SALOMON INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-1660266
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
SEVEN WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 783-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ARNOLD S. OLSHIN, ESQ., SECRETARY
SALOMON INC
SEVEN WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 783-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
JOHN W. WHITE, ESQ. ALAN L. BELLER, ESQ.
CRAVATH, SWAINE & MOORE CLEARY, GOTTLIEB, STEEN & HAMILTON
825 EIGHTH AVENUE ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10006
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective
as determined by market conditions.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box: [X]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Index Warrants......... $150,000,000 100% $150,000,000 $51,725
</TABLE>
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(1) In United States dollars or the equivalent thereof in one or more foreign
or composite currencies.
(2) Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION NOVEMBER 15, 1994
PROSPECTUS
SALOMON INC
INDEX WARRANTS
Salomon Inc (the "Company") intends to issue from time to time warrants
("Warrants") entitling the holders thereof (the "Holders") to receive, upon
exercise, an amount in cash or a number of securities that will be determined
by reference to prices, yields, levels or other specified objective measures
(any such measure, an "Index"), or changes in an Index or differences between
two or more Indexes. If so specified in the applicable Prospectus Supplement,
Warrants may have a minimum expiration value or a maximum value on exercise.
The assets by reference to which an Index is determined (the "Underlying
Assets") may be one or more specified U.S. or foreign securities or securities
indexes or one or more foreign or composite currencies or foreign or composite
currency indexes, or a combination thereof. The Warrants will have an aggregate
initial public offering price or purchase price of up to U.S. $150,000,000 or
the equivalent thereof in one or more foreign or composite currencies,
including the European Currency Unit (the "ECU"). The Prospectus Supplement
applicable to any series of Warrants will set forth the terms on which the
Warrants of such series are offered for sale.
With regard to the series of Warrants in respect of which this Prospectus is
being delivered, the Prospectus Supplement will set forth, in each case to the
extent applicable, the aggregate amount and offering price of such Warrants;
certain information regarding the relevant Index or Indexes and the related
Underlying Assets; the date on which the right to exercise such Warrants
commences and the expiration date of such Warrants; the manner in which such
Warrants may be exercised and any restrictions on, or other special provisions
relating to, their exercise; whether and under what circumstances such Warrants
may be automatically exercised or cancelled by the Company prior to their
expiration date; the method by which any payment or distribution with respect
to such Warrants will be calculated by reference to the applicable Index or
Indexes; whether and under what conditions any such payment or distribution, or
the calculation thereof, may be delayed or postponed; the currency or composite
currency in which such Warrants will be denominated and any payments or
distributions thereon made; the amount payable on cancellation of such
Warrants; the amount payable on any delay or postponement of exercise or
valuation of such Warrants; any minimum or maximum amount payable upon, and the
circumstances in which such amount would be payable in respect of, such
Warrants; any national securities exchange on, or self-regulatory organization
with, which such Warrants will be listed; certain U.S. federal income tax
consequences relating to such Warrants; and any other specific terms of, or
information regarding, such Warrants.
THE WARRANTS INVOLVE A HIGH DEGREE OF RISK, INCLUDING RISKS ARISING FROM
FLUCTUATIONS IN THE VALUES OF THE UNDERLYING ASSETS, RISKS RELATING TO THE
INDEX OR INDEXES BY WHICH PAYMENTS OR DISTRIBUTIONS ON THE WARRANTS ARE
CALCULATED, GENERAL RISKS APPLICABLE TO THE SECURITIES OR CURRENCY MARKETS ON
WHICH THE UNDERLYING ASSETS ARE TRADED AND, IN THE CASE OF CERTAIN WARRANTS,
FOREIGN EXCHANGE, INTEREST RATE, THIRD PARTY ISSUER AND OTHER RISKS. PURCHASERS
SHOULD RECOGNIZE THAT THEIR WARRANTS, OTHER THAN WARRANTS HAVING A MINIMUM
EXPIRATION VALUE, MAY EXPIRE WORTHLESS. PURCHASERS SHOULD BE PREPARED TO
SUSTAIN A TOTAL LOSS OF THE PURCHASE PRICE OF THEIR WARRANTS AND ARE ADVISED TO
CONSIDER CAREFULLY THE INFORMATION UNDER "SPECIAL CONSIDERATIONS RELATING TO
THE WARRANTS" HEREIN AND "RISK FACTORS RELATING TO THE WARRANTS" IN THE
APPLICABLE PROSPECTUS SUPPLEMENT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Warrants may be sold by the Company directly to purchasers, through agents
designated from time to time, through underwriting syndicates led by one or
more managing underwriters, or through one or more underwriters. Any such
agents, managing underwriters or underwriters in the United States will include
Salomon Brothers Inc ("Salomon Brothers"). If underwriters or agents are
involved in the offering of any Warrants, the names of such underwriters or
agents will be set forth in the applicable Prospectus Supplement. If an
underwriter, agent or dealer is involved in the offering of any Warrants, the
underwriter's discount, agent's commission or dealer's purchase price will be
set forth in, or may be calculated from the information set forth in, the
applicable Prospectus Supplement, and the net proceeds to the Company from such
offering will be the public offering price of the Warrants less such discount
in the case of an offering through an underwriter or the purchase price of the
Warrants less such commission in the case of an offering through an agent, and
less, in each case, the other expenses of the Company associated with the
issuance and distribution of the Warrants.
The Company or one or more of its subsidiaries may from time to time purchase
or acquire a position in the Warrants and may, at its option, hold, resell,
cancel or exercise such Warrants. Salomon Brothers expects to offer and sell
previously issued Warrants from time to time in the course of its business as a
broker-dealer and may act as principal or agent in such transactions. This
Prospectus and the related Prospectus Supplements may be used by the Company or
any of its subsidiaries, including Salomon Brothers, in connection with such
transactions.
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SALOMON BROTHERS INC
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The date of this Prospectus is November , 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Seven World Trade Center, 13th Floor, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005 and at the offices of the American Stock Exchange, 86 Trinity Place,
New York, New York 10006.
The Company has filed with the Commission a registration statement on Form S-
3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the Warrants. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
Section 13 of the Exchange Act (File No. 1-4346) are incorporated herein by
reference: (i) the Annual Report on Form 10-K for the year ended December 31,
1993 (the "1993 10-K"); (ii) the Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30, 1994 and (iii)
the Current Reports on Form 8-K dated January 12, 1994, January 18, 1994,
January 27, 1994, March 7, 1994, April 25, 1994, July 6, 1994, July 21, 1994,
October 6, 1994, October 11, 1994 and October 20, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Warrants shall be deemed to be
incorporated by reference in this Prospectus.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the
written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference, except the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Written requests for such copies should be directed to the
Corporate Secretary, Salomon Inc, Seven World Trade Center, New York, New York
10048. Telephone requests for such copies should be directed to the Corporate
Secretary at (212) 783-7000.
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References herein to "U.S. dollar", "dollar", "U.S.$" or "$" are to the
lawful currency of the United States of America.
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SALOMON INC
Salomon Inc was incorporated in 1960 under the laws of the State of Delaware.
Its major operating units are engaged principally in securities, commodities
trading and oil refining activities. Securities and related activities are
conducted by Salomon Brothers Holding Company Inc and its subsidiaries and
commodities trading by the Phibro Division of the Company. Oil refining
activities are conducted by Phibro Energy USA, Inc., the owner of several oil
refineries and other asset-based businesses. At December 31, 1993, the Company
employed 8,640 people.
The Company's principal executive offices are located at Seven World Trade
Center, New York, New York 10048 (telephone (212) 783-7000). Its registered
office in Delaware is c/o Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.
USE OF PROCEEDS
All or a portion of the proceeds to be received by the Company from the sale
of each series of Warrants may be used by the Company or one or more of its
subsidiaries to purchase or maintain positions in all or certain of the
Underlying Assets on which the related Index is based, or options, futures
contracts, forward contracts or swaps, or options on the foregoing, relating to
such Index or Underlying Assets, as the case may be, and, if applicable, to pay
the costs and expenses of hedging any currency, interest rate or other Index-
related risk with respect to such Warrants. The Company or one or more of its
subsidiaries may also take hedging positions in other types of appropriate
financial instruments that may become available in the future. To the extent
that the Company or one or more of its subsidiaries has a long hedge position
in, options contracts in, or other derivative or synthetic instruments related
to, the Underlying Assets or Index, the Company or one or more of its
subsidiaries may liquidate all or a portion of its holdings at or about the
time of the exercise of the Warrants. Depending on, among other things, future
market conditions, the aggregate amount and composition of such positions are
likely to vary over time. The remainder of such proceeds will be used by the
Company or its subsidiaries for general corporate purposes. Such uses may
include the funding of investments in, or extensions of credit to, subsidiaries
and affiliates, and the lengthening of the average maturity of liabilities,
which may include the reduction of short-term liabilities or the refunding of
matured indebtedness.
SPECIAL CONSIDERATIONS RELATING TO THE WARRANTS
The Warrants involve a high degree of risk, including risks arising from
fluctuations in the values of the Underlying Assets, risks relating to the
Index or Indexes by which payments or distributions on the Warrants are
calculated, general risks applicable to the securities or currency markets on
which the Underlying Assets are traded and, in the case of certain Warrants,
foreign exchange, interest rate, third party issuer and other risks. Purchasers
should recognize that their Warrants, other than Warrants having a minimum
expiration value, may expire worthless. Purchasers should be prepared to
sustain a total loss of the purchase price of their Warrants, and are advised
to consider carefully the information set forth herein and under "Risk Factors
Relating to the Warrants" in the applicable Prospectus Supplement. Prospective
purchasers of the Warrants should be experienced with respect to options and
options transactions and understand the risks of the applicable Index or
Indexes (and, if applicable, foreign currency transactions) and should reach an
investment decision only after careful consideration, with their advisers, of
the suitability of the Warrants in light of their particular financial
circumstances, the information set forth below and under "Description of the
Warrants" herein and the information regarding the Warrants, the Index or
Indexes and the Underlying Assets set forth in the applicable Prospectus
Supplement.
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DESCRIPTION OF THE WARRANTS
The following description of the Warrants sets forth certain general terms
and provisions of the Warrants to which any Prospectus Supplement may relate.
The particular terms of the Warrants offered by any Prospectus Supplement and
the extent, if any, to which such general provisions do not apply to the
Warrants so offered will be described in such Prospectus Supplement.
Each series of Warrants will be issued under a separate warrant agreement
(each, a "Warrant Agreement") to be entered into between the Company and a bank
or trust company, as warrant agent (the "Warrant Agent"), all as described in
the Prospectus Supplement relating to such Warrants. A single bank or trust
company may act as Warrant Agent for more than one series of Warrants. The
Warrant Agent for a series of Warrants will act solely as the agent of the
Company under the applicable Warrant Agreement and will not assume any
obligation or relationship of agency or trust for or with any owners of such
Warrants. A copy of the form of Warrant Agreement, including the form of
warrant certificate (the "Warrant Certificate," or, if issued in global form,
the "Global Certificate"), is filed as an exhibit to the Registration
Statement. The following summaries of certain provisions of the Warrants and
the form of Warrant Agreement do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the Warrant Agreement and the Warrant or Global Certificate.
GENERAL
The Warrant Agreement for a series of Warrants will not limit the number of
Warrants that may be issued thereunder. The Company will have the right to
"reopen" a previously offered series of Warrants and to issue additional
Warrants of such series.
Each Warrant will entitle its Holder to receive from the Company, upon
exercise, including any automatic exercise, an amount in cash or a number of
securities that will be determined by reference to prices, yields, levels or
other specified objective measures (any such measure, an "Index"), or changes
in an Index or differences between two or more Indexes. The assets by reference
to which an Index is determined (the "Underlying Assets") may be one or more
specified U.S. or foreign securities or securities indexes or one or more
foreign or composite currencies or foreign or composite currency indexes, or a
combination thereof. The Prospectus Supplement for a series of Warrants will
set forth the formula or methodology pursuant to which the amount payable or
distributable on the Warrants of such series will be determined by reference to
the relevant Index or Indexes.
Certain Warrants will, if specified in the Prospectus Supplement, entitle the
Holder to receive from the Company, upon exercise or expiration or under
certain other circumstances, a minimum or maximum amount.
The Prospectus Supplement applicable to any series of Warrants will set forth
any circumstances under which the payment or distribution, or the determination
of the payment or distribution, on the Warrants may be postponed and the period
for which such payment or distribution or determination may be postponed.
Conversely, the Warrants may be subject to early exercise or cancellation in
certain circumstances described in the applicable Prospectus Supplement. The
amount due, or the means by which to calculate the amount due, on the Warrants
after any such delay or postponement, or after any such early exercise or
cancellation, will be set forth in the applicable Prospectus Supplement.
Unless otherwise specified in the applicable Prospectus Supplement, the
Company will be under no obligation to, nor will it, purchase or take delivery
of or sell or deliver any securities or currencies (including the Underlying
Assets), other than make payment of any cash or distribute any securities due
on the Warrants, from or to Holders pursuant to the Warrants.
Unless otherwise specified in the Prospectus Supplement, the Warrants will be
deemed to be automatically exercised upon expiration. Upon such automatic
exercise, Holders will be entitled to
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receive in cash or securities, depending on the terms of the applicable
Prospectus Supplement, the cash amount or the number of securities due, if any,
on such exercise of the Warrants.
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Warrants offered thereby for the terms of such Warrants,
including, where applicable: (i) the aggregate number of such Warrants; (ii)
the offering price of such Warrants; (iii) the Index or Indexes by reference to
which payments or distributions on such Warrants will be determined; (iv)
certain information regarding the Underlying Assets; (v) the amount due, or the
means by which the amount due may be calculated, on exercise of such Warrants,
including automatic exercise, or upon cancellation; (vi) the date on which such
Warrants may first be exercised and the date on which they expire; (vii) any
minimum number of Warrants exercisable at any one time; (viii) any maximum
number of such Warrants that may, subject to the Company's election, be
exercised by all Holders (or by any person or entity) on any day; (ix) any
provisions permitting a Holder to condition an exercise of such Warrants; (x)
the method by which the Warrants may be exercised; (xi) the currency in which
such Warrants will be denominated and in which payments on such Warrants will
be made or the securities that may be distributed in respect of the Warrants;
(xii) the method of making any foreign currency translation applicable to
payments or distributions on such Warrants; (xiii) the method of providing for
a substitute Index or Indexes or otherwise determining the amount payable in
connection with the exercise of such Warrants if an Index changes or is no
longer available; (xiv) the time or times at which amounts will be payable in
respect of such Warrants following exercise or automatic exercise; (xv) any
national securities exchange on, or self-regulatory organization with, which
such Warrants will be listed; (xvi) any provisions for issuing such Warrants in
certificated form; (xvii) if such Warrants are not issued in book-entry form,
the place or places at and the procedures by which payments or distributions on
such Warrants will be made; and (xviii) any other terms of such Warrants.
Prospective purchasers of Warrants should be aware of special United States
federal income tax considerations applicable to instruments such as the
Warrants. The Prospectus Supplement relating to each series of Warrants will
describe such tax considerations. The summary of United States federal income
tax considerations contained in the Prospectus Supplement will be presented for
informational purposes only, however, and will not be intended as legal or tax
advice to prospective purchasers. Prospective purchasers of Warrants are urged
to consult their own tax advisors prior to any acquisition of Warrants.
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Subject to the rules of the Depository, and unless otherwise specified in the
Prospectus Supplement, the Warrants offered thereby will be issued in the form
of a single Global Certificate that will be deposited with, or on behalf of, a
depository (the "Depository"), which shall be, unless otherwise specified in
the applicable Prospectus Supplement, the Depository Trust Company, New York,
New York ("DTC"). Warrants will be registered in the name of the Depository or
a nominee of the Depository. Unless and until it is exchanged in whole or in
part for the individual Warrants represented thereby, a Global Certificate may
not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor of the Depository or a nominee of such successor.
The Company anticipates that the following provisions will apply to all
depository arrangements.
Upon the issuance of a Global Certificate, the Depository will credit, on its
book-entry registration and transfer system, the respective numbers of the
individual Warrants represented by such Global Certificate to the accounts of
institutions that have accounts with the Depository ("participants"). The
accounts to be credited shall be designated by the underwriters of such
Warrants or, if such Warrants are offered and sold directly by the Company or
through one or more agents, by the Company or such
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<PAGE>
agent or agents. Ownership of beneficial interests in a Global Certificate will
be limited to participants or persons that may hold beneficial interests
through participants. Ownership of beneficial interests in a Global Certificate
will be shown on, and the transfer of that ownership will be effected only
through, records maintained by the Depository for such Global Certificate or by
participants or persons that hold through participants. The laws of some states
require that certain purchasers of securities take physical delivery of such
securities. Such limits and such laws may limit the market for beneficial
interests in a Global Certificate.
The Depository's nominee for all purposes will be considered the sole Holder
of the Warrants under the related Warrant Agreement. Except as set forth below,
owners of beneficial interests in the Global Certificate will not be entitled
to have any of the individual Warrants represented by such Global Certificate
registered in their names, will not receive or be entitled to receive physical
delivery of any such Warrants, and will not be considered the Holders thereof
under the related Warrant Agreement.
Neither the Company nor the Warrant Agent will have any responsibility or
liability for any aspect of the records relating to, or payments or
distributions made on account of beneficial ownership interests in, any Global
Certificate or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
The Company expects that the Depository for any Warrants, upon receipt of any
payments in respect of a definitive Global Certificate representing any of such
Warrants, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in such Global
Certificate as shown on the records of such Depository. The Company also
expects that payments by participants to owners of beneficial interests in such
Global Certificate held though such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in "street name," and will be the responsibility
of such participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue individual Warrant Certificates in exchange for
the Global Certificate. In addition, the Company may at any time and in its
sole discretion determine not to have certain Warrants represented by a Global
Certificate and, in such event, will issue individual Warrant Certificates in
exchange for such Global Certificate. Further, if the Company so specifies with
respect to any Warrants, an owner of a beneficial interest in a Global
Certificate may, on such terms acceptable to the Company and the Depository,
receive individual Warrant Certificates in exchange for such beneficial
interest. In any such instance, an owner of a beneficial interest in the Global
Certificate will be entitled to have Warrant Certificates equal in aggregate
number to such beneficial interest registered in its name and will thereafter
be entitled to physical delivery of such Warrant Certificates. The registered
owner of such Warrant Certificates will thereafter be entitled to receive any
amounts payable in respect of the Warrants evidenced thereby upon surrender of
such Warrant Certificates to the Warrant Agent in accordance with the
procedures set forth in the related Prospectus Supplement.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under New York Banking Law, a "banking organization" within
the meaning of the 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. DTC was created to hold securities of 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. DTC's participants include
securities brokers and dealers, banks
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and trust companies, clearing corporations and certain other organizations,
some of whom (and/or their representatives) own DTC. Access to DTC'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.
LISTING
Unless otherwise indicated in the Prospectus Supplement relating to a series
of Warrants, the Warrants of each series will be listed on a national
securities exchange or with a self-regulatory organization, the rules and
regulations of which are filed with the Commission pursuant to Section 19(b) of
the Exchange Act (a "Self-Regulatory Organization"), in each case as specified
in such Prospectus Supplement. It is expected that such Self-Regulatory
Organization will cease trading a series of Warrants as of the close of
business on the related expiration date of such Warrants.
MODIFICATION
Any Warrant Agreement and the terms of the related Warrants may be amended by
the Company and the applicable Warrant Agent, without the consent of the
Holders of any Warrants, for the purpose of curing any ambiguity or of curing,
correcting or supplementing any defective or inconsistent provision contained
therein, maintaining the listing of such Warrants on any national securities
exchange or with any other Self-Regulatory Organization or registration of such
Warrants under the Exchange Act, permitting the issuance of individual Warrant
Certificates to Holders, reflecting the issuance by the Company of additional
Warrants of the same series or reflecting the appointment of a successor
depository, or for any other purpose which the Company may deem necessary or
desirable and which will not materially and adversely affect the interests of
the Holders of the Warrants of the related series.
The Company and the applicable Warrant Agent also may modify or amend any
Warrant Agreement and the terms of the related Warrants, with the consent of
the Holders of not less than a majority in number of the then outstanding
Warrants of a series affected by such modification or amendment, for any
purpose; provided, however, that no such modification or amendment that changes
the amount to be paid or the securities to be distributed to the Holder or the
manner in which such amount is to be determined, shortens the period of time
during which such Warrants may be exercised, or otherwise materially and
adversely affects the exercise rights of the Holders of Warrants of a series or
reduces the percentage of the number of outstanding Warrants of a series the
consent of whose Holders is required for modification or amendment of such
Warrant Agreement or the terms of the related Warrants, may be made without the
consent of each Holder affected thereby.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITION
If at any time there is a merger or consolidation involving the Company or a
sale, transfer, conveyance (other than by way of lease) or other disposition of
all or substantially all of the assets of the Company, then the successor or
assuming corporation will succeed to and be substituted for the Company under
each Warrant Agreement and the related Warrants, with the same effect as if it
had been named in such Warrant Agreement and Warrants as the Company. The
Company will thereupon be relieved of any further obligation under such Warrant
Agreement and Warrants and may at any time thereafter be dissolved, wound up or
liquidated.
ENFORCEABILITY OF RIGHTS BY HOLDERS
Any Holder may, without the consent of the applicable Warrant Agent or any
other Holder, enforce by appropriate legal action on his own behalf his right
to exercise, and to receive payment for, his Warrants.
7
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Warrants in any of three ways: (i) through
underwriters; (ii) directly to one or more purchasers; or (iii) through agents.
The Prospectus Supplement with respect to the Warrants being offered thereby
will set forth the terms of the offering of such Warrants, including the names
of any underwriters, the purchase price of such Warrants and the proceeds to
the Company from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price, any
discounts or concessions allowed or reallowed or paid to dealers, and any
national securities exchange on, or any other Self-Regulatory Organization
with, which such Warrants will be listed. Only underwriters so named in the
Prospectus Supplement are deemed to be underwriters in connection with the
Warrants offered thereby.
If underwriters are used in the sale of Warrants of any series, such Warrants
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Warrants may be offered to the public either through
underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Such managing underwriters or underwriters in the United
States will include Salomon Brothers. Unless otherwise set forth in the related
Prospectus Supplement, the obligations of the underwriters to purchase such
Warrants will be subject to certain conditions precedent, and the underwriters
will be obligated to purchase all the Warrants offered by such Prospectus
Supplement if any of such Warrants are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Warrants may also be sold directly by the Company or through agents
designated by the Company from time to time. Any agents involved in the offer
or sale of the Warrants of any series will be named, and any commissions
payable by the Company to such agents will be set forth, in the related
Prospectus Supplement. Such agents will include Salomon Brothers. Unless
otherwise indicated in the related Prospectus Supplement, any such agent will
act on a best-efforts basis for the period of its appointment.
The Warrants, including additional Warrants of a previously offered series,
may be sold on any national securities exchange on, or through any other Self-
Regulatory Organization with, which the Warrants are listed.
Any underwriters, dealers or agents participating in the distribution of the
Warrants may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of the Warrants may be deemed to be
underwriting discounts and commissions under the Securities Act. Agents and
underwriters may be entitled under agreements entered into with the Company to
indemnification by the Company against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for, the Company or its affiliates in the ordinary
course of business.
Salomon Brothers expects to offer and sell previously issued Warrants from
time to time in the course of its business as a broker-dealer. Salomon Brothers
may act as principal or agent in such transactions. This Prospectus and the
related Prospectus Supplement will be used by Salomon Brothers in connection
with such transactions. The Warrants may be offered or sold in such
transactions on any national securities exchange on, or through any other Self-
Regulatory Organization with, which the Warrants are listed. Sales will be made
at prices related to prevailing prices at the time of sale.
Salomon Brothers is an indirect wholly-owned subsidiary of the Company.
Salomon Brothers' participation in the offer and sale of the Warrants in
respect of which this Prospectus is delivered
8
<PAGE>
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.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain restrictions on employee benefit plans ("Plans") that are
subject to ERISA and on persons who are fiduciaries with respect to such Plans.
In accordance with ERISA's general fiduciary requirements, a fiduciary with
respect to any such Plan who is considering the purchase of Warrants on behalf
of such Plan should determine whether such purchase is permitted under the
governing Plan documents and is prudent and appropriate for the Plan in view of
its overall investment policy and the composition and diversification of its
portfolio. See "Special Considerations Relating to the Warrants" herein and
"Risk Factors Relating to the Warrants" in the applicable Prospectus
Supplement. Other provisions of ERISA and Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code"), prohibit certain transactions involving
the assets of a Plan and persons who have certain specified relationships to
the Plan ("parties in interest" within the meaning of ERISA or "disqualified
persons" within the meaning of Section 4975 of the Code). Thus, a Plan
fiduciary considering the purchase of Warrants should consider whether such a
purchase might constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code.
The Company and Salomon Brothers may each be considered a "party in interest"
or a "disqualified person" with respect to many Plans. The purchase of Warrants
by a Plan that is subject to the fiduciary responsibility provisions of ERISA
or the prohibited transactions provisions of Section 4975 of the Code
(including individual retirement arrangements and other plans described in
Section 4975 (e) (1) of the Code) and with respect to which the Company or
Salomon Brothers is a service provider (or otherwise is a "party in interest"
or "disqualified person") may constitute or result in a prohibited transaction
under ERISA or Section 4975 of the Code, unless such Warrants are acquired
pursuant to and in accordance with an applicable exemption, such as Prohibited
Transaction Class Exemption ("PTCE") 84-14 (an exemption for certain
transactions determined by an independent qualified professional asset
manager), PTCE 91-38 (an exemption for certain transactions involving bank
collective investment funds) or PTCE 90-1 (an exemption for certain
transactions involving insurance company pooled separate accounts). Any pension
or other employee benefit plan proposing to acquire any Warrants should consult
with its counsel.
EXPERTS
The financial statements and related schedules included in the 1993 10-K have
been audited by Arthur Andersen L.L.P., independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference in this Prospectus in reliance upon the authority of said firm as
experts in accounting and auditing in giving such reports.
LEGAL OPINIONS
Certain legal matters relating to the Warrants will be passed upon for the
Company by Cravath, Swaine & Moore, New York, New York, and for any agents or
underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Commission Registration Fee...................................... $ 51,725
Accounting Fees.................................................. 200,000
Warrant Agents' Fees and Expenses................................ 90,000
Blue Sky Fees and Expenses....................................... 10,000
Printing and Engraving Fees...................................... 200,000
NASD Fee......................................................... 15,500
Listing Fees..................................................... 250,000
Legal Fees and Expenses.......................................... 200,000
Miscellaneous.................................................... 5,500
----------
Total.......................................................... $1,022,725
==========
</TABLE>
- --------
* All amounts are estimated except for the Commission registration fee and
the NASD fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article Fourteenth of the registrant's Certificate of Incorporation provides
for indemnification of directors and officers of the registrant against certain
liabilities incurred as a result of their duties as such and Article Sixteenth
of the registrant's Certificate of Incorporation provides for the elimination
of the monetary liability of directors for certain actions as such. The
registrant's Certificate of Incorporation, as amended, is filed as Exhibit 4(a)
to the Registration Statement on Form S-3 (No. 2-84733) filed June 29, 1983,
Exhibit 3 to the Quarterly Report on Form 10-Q for the quarter ended June 30,
1986 and Exhibit 3 to the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1987.
The registrant maintains insurance policies covering liabilities of directors
and officers to the extent not covered by indemnification from the registrant,
subject to the conditions and exclusions of the policies, deductible
provisions, a maximum amount of coverage of $25 million and disputes with
insurers about availability of coverage.
For the undertaking with respect to indemnification, see Item 17 herein.
See the Form of proposed Underwriting Agreement filed as Exhibit 1(a) for
certain indemnification provisions.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1(a) --Form of Underwriting Agreement for Index Warrants.
4(a) --Form of proposed Warrant Agreement for Index Warrants, with form of
proposed Warrant Certificate attached as Exhibit A thereto.
5 --Opinion of Cravath, Swaine & Moore.
12 --Calculation of Ratios of Earnings to Fixed Charges (incorporated by
reference from Exhibit 12(a) to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994).
23(a) --Consent of Arthur Andersen L.L.P.
23(b) --Consent of Cravath, Swaine & Moore (included in Exhibit 5).
24 --Powers of Attorney.
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934, as amended, that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, as amended, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as
amended, that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereby, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Act and will be governed by the
final adjudication of such issue.
(6) For the purpose of determining any liability under the Securities Act of
1933, as amended, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, SALOMON INC
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THE
14TH DAY OF NOVEMBER, 1994.
Salomon Inc
/s/ Arnold S. Olshin
By: _________________________________
(ARNOLD S. OLSHIN, SECRETARY)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
IN THE CAPACITIES WITH SALOMON INC AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
---------- ----- ----
* Chief Executive November 14,
- ------------------------------------- Officer, Chairman 1994
(ROBERT E. DENHAM) and Director
* Chief Financial November 14,
- ------------------------------------- Officer 1994
(JEROME H. BAILEY)
/s/ David C. Fisher Principal Accounting November 14,
- ------------------------------------- Officer and 1994
(DAVID C. FISHER) Controller
* Director November 14,
- ------------------------------------- 1994
(DWAYNE O. ANDREAS)
* Director November 14,
- ------------------------------------- 1994
(WARREN E. BUFFETT)
* Director November 14,
- ------------------------------------- 1994
(CLAIRE M. FAGIN)
* Director November 14,
- ------------------------------------- 1994
(ANDREW J. HALL)
* Director November 14,
- ------------------------------------- 1994
(GEDALE B. HOROWITZ)
* Director November 14,
- ------------------------------------- 1994
(DERYCK C. MAUGHAN)
* Director November 14,
- ------------------------------------- 1994
(WILLIAM F. MAY)
* Director November 14,
- ------------------------------------- 1994
(CHARLES T. MUNGER)
* Director November 14,
- ------------------------------------- 1994
(LOUIS A. SIMPSON)
* Director November 14,
- ------------------------------------- 1994
(ROBERT G. ZELLER)
- --------
* The undersigned, by signing his name hereto, does hereby sign this
registration statement or amendment thereto on behalf of each of the above-
indicated directors and officers of Salomon Inc pursuant to powers of
attorney executed on behalf of each such director and officer.
/s/ Arnold S. Olshin
By: _________________________________
(ARNOLD S. OLSHIN, ATTORNEY-IN-FACT)
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------- ------- ------------
<S> <C> <C>
1(a) --Form of Underwriting Agreement for Index Warrants.
4(a) --Form of proposed Warrant Agreement for Index Warrants, with form of
proposed Warrant Certificate attached as Exhibit A thereto.
5 --Opinion of Cravath, Swaine & Moore.
12 --Calculation of Ratios of Earnings to Fixed Charges (incorporated by
reference from Exhibit 12(a) to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994).
23(a) --Consent of Arthur Andersen L.L.P.
23(b) --Consent of Cravath, Swaine & Moore (included in Exhibit 5).
24 --Powers of Attorney.
</TABLE>
- --------
<PAGE>
EXHIBIT 1(a)
Salomon Inc
[FORM OF]
Underwriting Agreement
New York, New York
November __, 1994
To the Representative
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
Salomon Inc, a Delaware corporation (the "Company"), proposes to sell
to the underwriters named in Schedule II hereto (the "Underwriters"), for whom
you are acting as representative (the "Representative") the amount of its
securities identified in Schedule I hereto (the "Underwritten Securities"), to
be issued under a warrant agreement (the "Warrant Agreement") dated as of
November __, 1994, between the Company and [a specified national bank or trust
company], as warrant agent (the "Warrant Agent"). If so specified in Schedule I
hereto, the Company also proposes to grant to the Underwriters an option to
purchase the number of additional securities specified in Schedule I hereto (the
"Option Securities", the Option Securities, if any, together with the
Underwritten Securities, being hereinafter called the "Securities"). If the
firm or firms listed in Schedule II hereto include only the firm or firms listed
in Schedule I hereto, then the terms "Underwriters" and "Representative", as
used herein, shall each be deemed to refer to such firm or firms.
1. Representations and Warranties. The Company represents and
-------------------------------
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in paragraph (c)
hereof.
(a) If the offering of the Securities is a Delayed Offering (as
specified in Schedule I hereto), paragraph (i) below is applicable and, if
the offering of the Securities is a Non-Delayed Offering (as so specified),
paragraph (ii) below is applicable.
(i) The Company meets the requirements for the use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement (the file number of which is set forth in Schedule I hereto)
on such Form, including a basic prospectus, for registration under the
Act of the offering and sale of the Securities. The Company may have
filed one or more
<PAGE>
amendments thereto, and may have used a Preliminary Final Prospectus,
each of which has previously been furnished to you. Such registration
statement, as so amended, has become effective. The offering of the
Securities is a Delayed Offering and, although the Basic Prospectus
may not include all the information with respect to the Securities and
the offering thereof required by the Act and the rules thereunder to
be included in the Final Prospectus, the Basic Prospectus includes all
such information required by the Act and the rules thereunder to be
included therein as of the Effective Date. The Company will next file
with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final
supplement to the form of prospectus included in such registration
statement relating to the Securities and the offering thereof. As
filed, such final prospectus supplement shall include all required
information with respect to the Securities and the offering thereof
and, except to the extent the Representative shall agree in writing to
a modification, shall be in all substantive respects in the form
furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Prospectus) as the Company
has advised you, prior to the Execution Time, will be included or made
therein.
(ii) The Company meets the requirements for the use of Form S-3
under the Act and has filed with the Commission a registration
statement (the file number of which is set forth in Schedule I hereto)
on such Form, including a basic prospectus, for registration under the
Act of the offering and sale of the Securities. The Company may have
filed one or more amendments thereto, including a Preliminary Final
Prospectus, each of which has previously been furnished to you. The
Company will next file with the Commission either (x) a final
prospectus supplement relating to the Securities in accordance with
Rules 430A and 424(b)(1) or (4), or (y) prior to the effectiveness of
such registration statement, an amendment to such registration
statement, including the form of final prospectus supplement. In the
case of clause (x), the Company has included in such registration
statement, as amended at the Effective Date, all information (other
than Rule 430A Information) required by the Act and the rules
thereunder to be included in the Final Prospectus with respect to the
Securities and the offering thereof. As filed, such final prospectus
supplement or such amendment and form of final prospectus supplement
shall
2
<PAGE>
contain all Rule 430A Information, together with all other such
required information, with respect to the Securities and the offering
thereof and, except to the extent the Representative shall agree in
writing to a modification, shall be in all substantive respects in the
form furnished to you prior to the Execution Time or, to the extent
not completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Prospectus) as the Company
has advised you, prior to the Execution Time, will be included or made
therein.
(b) On the Effective Date, the Registration Statement did or will,
and when the Final Prospectus is first filed (if required) in accordance
with Rule 424(b) and on the Closing Date and on any additional settlement
date for Option Securities pursuant to Section 3 hereof, the Final
Prospectus (and any supplement thereto) will, comply in all material
respects with the applicable requirements of the Act and the Securities
Exchange Act of 1934 (the "Exchange Act") and the respective rules
thereunder; on the Effective Date, the Registration Statement did not or
will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to
make the statements therein not misleading; and, on the Effective Date, the
Final Prospectus, if not filed pursuant to Rule 424(b), did not or will
not, and on the date of any filing pursuant to Rule 424(b) and on the
Closing Date and on any additional settlement date for Option Securities
pursuant to Section 3 hereof, the Final Prospectus (together with any
supplement thereto) will not, include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no
-------- -------
representations or warranties as to the information contained in or omitted
from the Registration Statement or the Final Prospectus (or any supplement
thereto) in reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter through the
Representative specifically for inclusion in the Registration Statement or
the Final Prospectus (or any supplement thereto).
(c) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean each date
that the Registration Statement and any post-effective amendment or
amendments thereto became or become effective. "Execution Time" shall mean
the date and time that this Agreement is executed and delivered by the
parties hereto. "Basic Prospectus" shall
3
<PAGE>
mean the prospectus referred to in paragraph (a) above contained in the
Registration Statement at the Effective Date including, in the case of a
Non-Delayed Offering, any Preliminary Final Prospectus. "Preliminary Final
Prospectus" shall mean any preliminary prospectus supplement to the Basic
Prospectus which describes the Securities and the offering thereof and is
used prior to filing of the Final Prospectus. "Final Prospectus" shall
mean the prospectus supplement relating to the Securities that is first
filed pursuant to Rule 424(b) after the Execution Time, together with the
Basic Prospectus or, if, in the case of a Non-Delayed Offering, no filing
pursuant to Rule 424(b) is required, shall mean the form of final
prospectus relating to the Securities, including the Basic Prospectus,
included in the Registration Statement at the Effective Date.
"Registration Statement" shall mean the registration statement referred to
in paragraph (a) above, including incorporated documents, exhibits and
financial statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it shall become
effective) and, in the event any post-effective amendment thereto becomes
effective prior to the Closing Date (as hereinafter defined), shall also
mean such registration statement as so amended. Such term shall include
any Rule 430A Information deemed to be included therein at the Effective
Date as provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and
"Regulation S-K" refer to such rules or regulation under the Act. "Rule
430A Information" means information with respect to the Securities and the
offering thereof permitted to be omitted from the Registration Statement
when it becomes effective pursuant to Rule 430A. Any reference herein to
the Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form
S-3 which were filed under the Exchange Act on or before the Effective Date
of the Registration Statement or the issue date of the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus, as the case may
be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall
be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be incorporated therein by
reference. A "Non-Delayed Offering" shall mean an offering of securities
which is intended to commence promptly after the effective date of a
registration statement, with the result that, pursuant to Rules 415 and
4
<PAGE>
430A, all information (other than Rule 430A Information) with respect to
the securities so offered must be included in such registration statement
at the effective date thereof. A "Delayed Offering" shall mean an offering
of securities pursuant to Rule 415 which does not commence promptly after
the effective date of a registration statement, with the result that only
information required pursuant to Rule 415 need be included in such
registration statement at the effective date thereof with respect to the
securities so offered. Whether the offering of the Securities is a Non-
Delayed Offering or a Delayed Offering shall be set forth in Schedule I
hereto.
2. Purchase and Sale. (a) Subject to the terms and conditions and
------------------
in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to the Underwriters, and the Underwriters agree to
purchase from the Company, at the purchase price set forth in Schedule I hereto
the amount of the Underwritten Securities set forth opposite such Underwriter's
name in Schedule II hereto, except that, if Schedule I hereto provides for the
sale of Securities pursuant to delayed delivery arrangements, the amount of
Securities to be purchased by the Underwriters shall be as set forth in Schedule
II hereto less the respective amounts of Contract Securities determined as
provided below. Securities to be purchased by the Underwriters are herein
sometimes called the "Underwriters' Securities" and Securities to be purchased
pursuant to Delayed Delivery Contracts as hereinafter provided are herein called
"Contract Securities".
(b) If so specified in Schedule I hereto, and subject to the terms and
conditions and in reliance upon the representations and warranties herein set
forth, the Company hereby grants an option to the Underwriters to purchase the
amount of Option Securities specified in Schedule I hereto at the same purchase
price per security as the Underwriters shall pay for the Underwritten
Securities. Said option may be exercised only to cover over-allotments in the
sale of the Underwritten Securities by the Underwriters. Said option may be
exercised in whole or in part at any time (but not more than once) on or before
the 30th day after the date of the Final Prospectus upon written or telegraphic
notice by the Representative to the Company setting forth the amount of Option
Securities as to which the Underwriters are exercising the option and the
settlement date. Delivery of Option Securities, and payment therefor, shall be
made as provided in Section 3 hereof. The amount of Option Securities to be
purchased by the Underwriters shall be the same percentage of the total amount
of Option Securities to be purchased by the Underwriters as such Underwriter is
purchasing of the Underwritten Securities, subject to such adjustments as you in
your absolute discretion shall make to eliminate any fractional securities.
5
<PAGE>
If so provided in Schedule I hereto, the Underwriters are authorized
to solicit offers to purchase Securities from the Company pursuant to delayed
delivery contracts ("Delayed Delivery Contracts"), substantially in the form of
Schedule III hereto but with such changes therein as the Company may authorize
or approve. The Underwriters will endeavor to make such arrangements and, as
compensation therefor, the Company will pay to the Representative, for the
account of the Underwriters, on the Closing Date, the percentage set forth in
Schedule I hereto of the amount of the Securities for which Delayed Delivery
Contracts are made. Delayed Delivery Contracts are to be with institutional
investors, including commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable institutions. The
Company will enter into Delayed Delivery Contracts in all cases where sales of
Contract Securities arranged by the Underwriters have been approved by the
Company but, except as the Company may otherwise agree, each such Delayed
Delivery Contract must be for not less than the minimum amount set forth in
Schedule I hereto and the aggregate amount of Contract Securities may not exceed
the maximum aggregate amount set forth in Schedule I hereto. The Underwriters
will not have any responsibility in respect of the validity or performance of
Delayed Delivery Contracts. The amount of Securities to be purchased by each
Underwriter as set forth in Schedule II hereto shall be reduced by an amount
which shall bear the same proportion to the total amount of Contract Securities
as the amount of Securities set forth opposite the name of such Underwriter
bears to the aggregate amount set forth in Schedule II hereto, except to the
extent that you determine that such reduction shall be otherwise than in such
proportion and so advise the Company in writing; provided, however, that the
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total amount of Securities to be purchased by the Underwriters shall be the
aggregate amount set forth in Schedule II hereto less the aggregate amount of
Contract Securities.
3. Delivery and Payment. Delivery of and payment for the
---------------------
Underwriters' Underwritten Securities and the Option Securities (if the option
provided for in Section 2(b) hereof shall have been exercised on or before the
third business day prior to the Closing Date) shall be made on the date and at
the time specified in Schedule I hereto (or such later date not later than five
business days after such specified date as the Representative shall designate),
which date and time may be postponed by agreement between the Representative and
the Company or as provided in Section 8 hereof (such date and time of delivery
and payment for the Underwriters' Securities being herein called the "Closing
Date"). Delivery of the Underwriters' Securities and the Option Securities (if
the option provided for in Section 2(b) hereof shall have been exercised on or
before the third business day prior to the Closing Date) shall be made to the
Representative for the account of the Underwriters against payment by the
Underwriters through the Representative of the
6
<PAGE>
purchase price thereof to or upon the order of the Company by certified or
official bank check or checks drawn on or by a New York Clearing House bank and
payable in next day funds. Delivery of the Underwriters' Securities shall be
made at such location as the Representative shall reasonably designate at least
one business day in advance of the Closing Date and payment for the Securities
shall be made at the office specified in Schedule I hereto. Certificates for
the Underwriters' Securities shall be registered in such names and in such
denominations as the Representative may request not less than three full
business days in advance of the Closing Date.
The Company agrees to have the Underwriters' Securities available for
inspection, checking and packaging by the Representative in New York, New York,
not later than 1:00 PM on the business day prior to the Closing Date.
If the option provided for in Section 2(b) hereof is exercised after
the third business day prior to the Closing Date, the Option Securities shall be
represented by certificates registered in such names and in such denominations
as the Representative shall have requested. If settlement for the Option
Securities occurs after the Closing Date, the Company will deliver to the
Representative on the settlement date for the Option Securities, and the
obligation of the Underwriters to purchase the Option Securities shall be
conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 5 hereof.
4. Agreements. The Company agrees with the Underwriters that:
-----------
(a) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus or any Preliminary
Final Prospectus) to the Basic Prospectus unless the Company has furnished
you a copy for your review prior to filing and will not file any such
proposed amendment or supplement to which you reasonably object. Subject
to the foregoing sentence, the Company will cause the Final Prospectus,
properly completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory to the
Representative of such timely filing. The Company will promptly advise the
Representative (i) when the Registration Statement, if not effective at the
Execution Time, and any amendment thereto, shall have become effective,
(ii) when
7
<PAGE>
the Final Prospectus, and any supplement thereto, shall have been filed
with the Commission pursuant to Rule 424(b), (iii) when, prior to
termination of the offering of the Securities, any amendment to the
Registration Statement shall have been filed or become effective, (iv) of
any request by the Commission for any amendment of the Registration
Statement or supplement to the Final Prospectus or for any additional
information, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (vi) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance of
any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Final Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will prepare and file with the Commission, subject to the
second sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or effect such
compliance.
(c) As soon as practicable, the Company will make generally available
to its security holders and to the Representative an earnings statement or
statements of the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representative and counsel for
the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by
the Underwriters or dealer may be required by the Act, as many copies of
any Preliminary Final Prospectus and the Final Prospectus and any
supplement thereto as the Representative may reasonably request. The
Company will pay the expenses of printing or other production of all
documents relating to the offering.
8
<PAGE>
(e) The Company will arrange for the qualification of the Securities
for sale under the laws of such jurisdictions as the Representative may
designate, will maintain such qualifications in effect so long as required
for the distribution of the Securities and will arrange for the
determination of the legality of the Securities for purchase by
institutional investors.
(f) Until the business day following the Closing Date, the Company
will not, without the consent of the Representative, offer, sell or
contract to sell, or announce the offering of, any debt securities issued
or guaranteed by the Company (other than the Securities).
(g) The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-
198, An Act Relating to Disclosure of Doing Business with Cuba, and the
---------------------------------------------------------
Company further agrees that if it commences engaging in business with the
government of Cuba or with any person or affiliate located in Cuba after
the date the Registration Statement becomes or has become effective with
the Securities and Exchange Commission or with the Florida Department of
Banking and Finance (the "Department"), whichever date is later, or if the
information reported in the Prospectus, if any, concerning the Company's
business with Cuba or with any person or affiliate located in Cuba changes
in any material way, the Company will provide the Department notice of such
business or change, as appropriate, in a form acceptable to the Department.
5. Conditions to the Obligations of the Underwriters. The
--------------------------------------------------
obligations of the Underwriters to purchase the Underwriters' Securities and any
Option Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the Execution Time and the Closing Date and any additional settlement date for
Option Securities pursuant to Section 3 hereof, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representative agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 PM New
York City time on such date or (ii) 12:00 Noon on the business day
following the day on which the public offering price was determined, if
such
9
<PAGE>
determination occurred after 3:00 PM New York City time on such date; if
filing of the Final Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Final Prospectus, and any such supplement,
shall have been filed in the manner and within the time period required by
Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) By the later of the Execution Time and the time that the
Registration Statement is required to become effective under paragraph (a)
of this Section 5, or such later time as shall have been consented to by
the Representative, (i) the Securities shall have been approved for listing
on the national securities exchange specified in Schedule I hereto, subject
to official notice of issuance and evidence of satisfactory distribution,
and (ii) the Company's registration statement on Form 8-A relating to the
Securities shall have become effective under the Exchange Act; and no order
suspending trading of the Securities or striking or withdrawing the
Securities from listing and registration under the Exchange Act shall have
been issued and no proceedings for that purpose shall have been instituted
or threatened.
(c) The Company shall have furnished to the Representative the
opinion or letter of Cravath, Swaine & Moore, counsel for the Company, or
Arnold Olshin, Secretary for the Company, dated the Closing Date, to the
effect, in aggregate, that:
(i) each of the Company and Salomon Brothers Inc (the
"Subsidiary") is a corporation validly existing and in good standing
under the laws of the jurisdiction in which it is chartered or
organized, with full corporate power and authority to own its
properties and conduct its business as described in the Final
Prospectus;
(ii) the Company's authorized equity capitalization is as set
forth in the Final Prospectus; the Securities conform to the
description thereof contained in the Final Prospectus; and, if the
Securities are to be listed on any stock exchange, authorization
therefor has been given, subject to official notice of issuance and
evidence of satisfactory distribution, or the Company has filed a
preliminary listing application and all required supporting documents
with respect to the Securities with such securities exchange, and such
counsel has no reason to believe that the Securities will not be
authorized for listing, subject to official
10
<PAGE>
notice of issuance and evidence of satisfactory distribution;
(iii) the Warrant Agreement has been duly authorized, executed
and delivered by the Company and constitutes a legal, valid and
binding obligation of the Company enforceable against the Company in
accordance with its terms (subject to applicable bankruptcy,
reorganization, insolvency, fraudulent transfer, moratorium or other
laws affecting creditors' rights generally from time to time in
effect); and the Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Warrant Agreement and delivered to and paid for by the Underwriters
pursuant to this Agreement, in the case of the Underwriters'
Securities, or by the purchasers thereof pursuant to Delayed Delivery
Contracts, in the case of any Contract Securities, will constitute
legal, valid and binding obligations of the Company entitled to the
benefits of the Warrant Agreement;
(iv) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator involving the
Company or any of its subsidiaries, of a character required to be
disclosed in the Registration Statement or Final Prospectus which is
not adequately disclosed as required; and the statements included or
incorporated in the Final Prospectus describing any legal proceedings
or material contracts or agreements relating to the Company fairly
summarize such matters;
(v) the Registration Statement has become effective under the
Act; any required filing of the Basic Prospectus, any Preliminary
Final Prospectus and the Final Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); to the best knowledge
of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement and the Final Prospectus (other than the financial
statements and other financial and statistical information contained
therein as to which such counsel need express no opinion) comply as to
form in all material respects with the applicable requirements of the
Act and the Exchange Act and the respective rules thereunder; and such
counsel has no reason to believe that at the Effective Date the
Registration Statement contained any untrue statement
11
<PAGE>
of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading or that the Final Prospectus includes any untrue statement
of a material fact or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under which
they were made, not misleading;
(vi) this Agreement and any Delayed Delivery Contracts have been
duly authorized, executed and delivered by the Company;
(vii) no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated herein or in any Delayed Delivery Contracts,
except such as have been obtained under the Act and such as may be
required under the blue sky laws of any jurisdiction in connection
with the purchase and distribution of the Securities by the
Underwriters and such other approvals (specified in such opinion) as
have been obtained;
(viii) neither the issue and sale of the Securities, nor the
consummation of any other of the transactions herein contemplated nor
the fulfillment of the terms hereof or of any Delayed Delivery
Contracts will conflict with, result in a breach of, or constitute a
default under the charter or by-laws of the Company or the terms of
any indenture or other agreement or instrument known to such counsel
and to which the Company or any of its subsidiaries is a party or
bound, or any order or decree known to such counsel to be applicable
to the Company or any of its subsidiaries of any court, regulatory
body, administrative agency, governmental body or arbitrator having
jurisdiction over the Company or any of its subsidiaries; and
(ix) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
In rendering such opinion or letter, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than
the States of New York and Delaware or the United States, to the extent
deemed proper and specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and who are satisfactory
to counsel for the Underwriters and (B) as to
12
<PAGE>
matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials. References to the
Final Prospectus in this paragraph (b) include any supplements thereto at
the Closing Date.
(d) The Representative shall have received from Cleary, Gottlieb,
Steen & Hamilton, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the
Securities, the Warrant Agreement, any Delayed Delivery Contracts, the
Registration Statement, the Final Prospectus (together with any supplement
thereto) and other related matters as the Representative may reasonably
require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon
such matters.
(e) The Company shall have furnished to the Representative a
certificate of the Company, signed by the Senior Vice President and the
Controller of the Company, dated the Closing Date, to the effect that the
signers of such certificate has carefully examined the Registration
Statement, the Final Prospectus, any supplement to the Final Prospectus and
this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date
and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to
the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included in the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the condition
(financial or other), earnings, business or properties of the Company
and its subsidiaries, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in
the Final Prospectus (exclusive of any supplement thereto).
(f) At the Closing Date, Arthur Andersen L.L.P. shall have furnished
to the Representative a letter or letters (which may refer to letters
previously delivered to the
13
<PAGE>
Representative), dated as of the Closing Date, in form and substance
satisfactory to the Representative, confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations thereunder and
stating in effect that:
(i) in their opinion the audited financial statements and
financial statement schedules and pro forma financial statements
included or incorporated in the Registration Statement and the Final
Prospectus and reported on by them comply in form in all material
respects with the applicable accounting requirements of the Act and
the Exchange Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited financial
statements made available by the Company and its subsidiaries; their
limited review in accordance with standards established by the
American Institute of Certified Public Accountants of the unaudited
interim financial information as indicated in their reports
incorporated in the Registration Statement and the Final Prospectus;
carrying out certain specified procedures (but not an examination in
accordance with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of the
meetings of the stockholders, directors and executive committees of
the Company and the Subsidiary; and inquiries of certain officials of
the Company who have responsibility for financial and accounting
matters of the Company and its subsidiaries as to transactions and
events subsequent to the date of the most recent audited financial
statements in or incorporated in the Final Prospectus, nothing came to
their attention which caused them to believe that:
(1) any unaudited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus do not comply in form in all material respects with
applicable accounting requirements and with the published rules
and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on Form
10-Q under the Exchange Act; and said unaudited financial
statements are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited financial statements included or
14
<PAGE>
incorporated in the Registration Statement and the Final
Prospectus;
(2) with respect to the period subsequent to the date of
the most recent financial statements (other than any capsule
information), audited or unaudited, in or incorporated in the
Registration Statement and the Final Prospectus, there were any
changes, at a specified date not more than five business days
prior to the date of the letter, in the consolidated long-term
debt or capital stock of the Company and its subsidiaries or
decreases in the stockholders' equity of the Company and its
subsidiaries as compared with the amounts shown on the most
recent consolidated balance sheet included or incorporated in the
Registration Statement and the Final Prospectus, or for the
period from the date of the most recent financial statements
included or incorporated in the Registration Statement and the
Final Prospectus to such specified date there were any decreases,
as compared with the corresponding period in the preceding year
in net revenues or income before income taxes or in total or per
share amounts of net income of the Company and its subsidiaries
except in all instances for changes or decreases set forth in
such letter, in which case the letter shall be accompanied by an
explanation by the Company as to the significance thereof unless
said explanation is not deemed necessary by the Representative;
or
(3) the amounts included in any unaudited "capsule"
information included or incorporated in the Registration
Statement and the Final Prospectus do not agree with the amounts
set forth in the unaudited financial statements for the same
periods or were not determined on a basis substantially
consistent with that of the corresponding amounts in the audited
financial statements included or incorporated in the Registration
Statement and the Final Prospectus;
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company and its subsidiaries) set
forth in the Registration Statement and the Final Prospectus and in
Exhibit 12 to the Registration Statement, including the information
15
<PAGE>
included or incorporated in Items 1, 2, 6, 7 and 11 of the Company's
Annual Report on Form 10-K, incorporated in the Registration Statement
and the Prospectus, and the information included in the "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated in the Company's Quarterly
Reports on Form 10-Q, incorporated in the Registration Statement and
the Final Prospectus, agrees with the accounting records of the
Company and its subsidiaries, excluding any questions of legal
interpretation; and
(iv) if unaudited pro forma financial statements are included or
incorporated in the Registration Statement and the Final Prospectus,
on the basis of a reading of the unaudited pro forma financial
statements, carrying out certain specified procedures, inquiries of
certain officials of the Company and the acquired company who have
responsibility for financial and accounting matters, and proving the
arithmetic accuracy of the application of the pro forma adjustments to
the historical amounts in the pro forma financial statements, nothing
came to their attention which caused them to believe that the pro
forma financial statements do not comply in form in all material
respects with the applicable accounting requirements of Rule 11-02 of
Regulation S-X or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of such
statements.
References to the Final Prospectus in this paragraph (f) include any
supplement thereto at the date of the letter.
In addition, except as provided in Schedule I hereto, at the Execution
Time, Arthur Andersen L.L.P. shall have furnished to the Representative a letter
or letters, dated as of the Execution Time, in form and substance satisfactory
to the Representative, to the effect set forth above.
(g) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or decrease specified in
the letter or letters referred to in paragraph (f) of this Section 5 or
(ii) any change, or any development involving a prospective change, in or
affecting the business or properties of the Company and its subsidiaries
the effect of which, in any case referred to in clause (i) or (ii) above,
is, in the judgment of the
16
<PAGE>
Representative, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or the delivery of the Securities
as contemplated by the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any supplement thereto).
(h) Subsequent to the Execution Time, there shall not have been any
decrease in the ratings of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purpose of Rule 436(g) under the Act) or any notice given of any intended
or potential decrease in any such rating or of a possible change in any
such rating that does not indicate the direction of the possible change.
(i) Prior to the Closing Date, the Company shall have furnished to
the Representative such further information, certificates and documents as
the Representative may reasonably request.
(j) The Company shall have accepted Delayed Delivery Contracts in any
case where sales of Contract Securities arranged by the Underwriters have
been approved by the Company.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representative and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be cancelled at,
or at any time prior to, the Closing Date by the Representative. Notice of such
cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
6. Reimbursement of Underwriters' Expenses. If the sale of the
----------------------------------------
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
upon demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Securities.
17
<PAGE>
7. Indemnification and Contribution. (a) The Company agrees to
---------------------------------
indemnify and hold harmless the Underwriters, the directors, officers,
employees and agents of the Underwriters and each person who controls any
Underwriter within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement for the
registration of the Securities as originally filed or in any amendment thereof,
or in the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
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any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter through the Representative specifically for inclusion therein.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to the Underwriters, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representative
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
such Underwriter may otherwise have. [The Company acknowledges that the
statements set forth in the last paragraph of the cover page, under the heading
"Underwriting" or "Plan of Distribution" and, if Schedule I hereto provides for
sales of Securities pursuant to delayed delivery arrangements, in the last
sentence under the heading "Delayed Delivery Arrangements" in any Preliminary
Final Prospectus or the Final Prospectus constitute the only information
furnished in writing by or on behalf of the Underwriters for inclusion in the
documents referred to in the
18
<PAGE>
foregoing indemnity, and you, as the Representative, confirm that such
statements are correct.]
(c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
-------- -------
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified
19
<PAGE>
party from all liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the Underwriters agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company and one or more of
the Underwriters may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company and by the Underwriters from the
offering of the Securities; provided, however, that in no case shall the
-------- -------
Underwriters (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the Securities
purchased by such Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company and
the Underwriters shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company and of the Underwriters in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses), and
benefits received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus. Relative fault shall be determined by reference
to whether any alleged untrue statement or omission relates to information
provided by the Company or the Underwriters. The Company and the Underwriters
agree that it would not be just and equitable if contribution were determined by
pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 7, each person
who controls an Underwriter within the meaning of either the Act or the Exchange
Act and each director, officer, employee and agent of an Underwriter shall have
the same rights to contribution as such Underwriter, and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
each officer of the Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).
20
<PAGE>
8. Default by an Underwriter. If any one or more Underwriters shall
--------------------------
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate amount
of Securities set forth opposite the names of all the remaining Underwriters)
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate
-------- -------
amount of Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities set
forth in Schedule II hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Representative shall determine in order that
the required changes in the Registration Statement and the Final Prospectus or
in any other documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Company and any nondefaulting Underwriter for damages occasioned by
its default hereunder.
9. Termination. This Agreement shall be subject to termination in
------------
the absolute discretion of the Representative, by notice given to the Company
prior to delivery of and payment for the Securities, if prior to such time (i)
trading in the Company's Common Stock or Equity-Linked Securities (commonly
known as "ELKs") shall have been suspended by the Commission or the New York
Stock Exchange or the AMEX, respectively, or trading in securities generally on
the New York Stock Exchange or the AMEX shall have been suspended or limited or
minimum prices shall have been established on such Exchange, (ii) a banking
moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the judgment of the Representative, impracticable or inadvisable to
proceed with the offering or delivery of the Securities as contemplated by the
Final Prospectus (exclusive of any supplement thereto).
21
<PAGE>
10. Representations and Indemnities to Survive. The respective
-------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 6 and 7 hereof shall survive the termination or cancelation of this
Agreement.
11. Notices. All communications hereunder will be in writing and
--------
effective only on receipt, and, if sent to the Representative, will be mailed,
delivered or telegraphed and confirmed to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at Seven World Trade Center, New York, New York
10048 attention of the legal department.
12. Successors. This Agreement will inure to the benefit of and be
-----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and construed
---------------
in accordance with the laws of the State of New York.
22
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the Underwriters.
Very truly yours,
Salomon Inc
By: _________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
Salomon Brothers Inc
By: ____________________
Name:
Title:
23
<PAGE>
SCHEDULE I
Underwriting Agreement dated November __, 1994
Registration Statement No. 33-
Representative: Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Title, Purchase Price and Description of Securities:
Title: Constant Maturity U.S. Treasury Yield Increase Warrants (the
"CMT Warrants")
Amount: X,000,000 CMT Warrants
Purchase price and currency: $[ ] per Warrant
Whether over-allotment option granted: No
Amount of Option Securities: N/A
Closing Date, Time and Location:
Date: November __, 1994
Time: 10 A.M.
Location: The offices of Cleary, Gottlieb, Steen and Hamilton, One
Liberty Plaza, New York, New York 10006
Whether Securities to be represented by separate certificates rather than a
global certificate: No
If over-allotment option granted, whether Option Securities to be represented by
separate certificates rather than a new global certificate: N/A
Type of Offering: Delayed Offering
Maximum aggregate amount of all contracts: N/A
Date referred to in Section 4(f) after which the Company may offer or sell debt
securities issued or guaranteed by the Company without the consent of the
Representative: N/A
National securities exchange on which Securities to be listed: American Stock
Exchange
24
<PAGE>
Modification of items to be covered by the letter from Arthur Andersen
delivered pursuant to Section 5(f) at the Execution Time: None
25
<PAGE>
SCHEDULE II
Total Amount
of Securities to
Underwriters be Purchased
------------ ----------------
Salomon Brothers Inc
----------------
Total
26
<PAGE>
EXHIBIT 4(a)
[FORM OF]
WARRANT AGREEMENT
THIS AGREEMENT, dated as of [date], between Salomon Inc, a corporation
duly organized and existing under the laws of the State of Delaware (the
"Company"), [Bank], a [national banking association] [bank] [trust company] duly
organized and existing under the laws of the [United States of America] [State
of ______], as warrant agent (the "Warrant Agent"), and Salomon Brothers Inc, a
corporation duly organized and existing under the laws of the State of Delaware,
as determination agent (the "Determination Agent"),
WITNESSETH THAT:
WHEREAS, the Company proposes to sell warrants (the "Warrants" or,
individually, a "Warrant"), each representing the right of the beneficial owner
thereof (each, a "Holder") to receive from the Company an amount in U.S. dollars
to be determined by reference to movements in the index (as defined in Exhibit A
hereto, the "Index"); and
WHEREAS, the Company wishes the Warrant Agent to act on behalf of the
Company in connection with the issuance, transfer and exercise of the Warrants,
and wishes to set forth herein, among other things, the terms of the Warrants
and the terms and conditions on which they may be issued, transferred and
exercised;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE OF WARRANTS AND FORM, EXECUTION,
DELIVERY AND REGISTRATION OF WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrants. The Warrants will be issued in
--------------------
book-entry form and represented by global certificates (each, a "Global
Certificate"). Each Warrant shall represent the right, subject to the
provisions contained herein and in the Warrant Certificates (as defined below),
to receive the Cash Settlement Value or, if applicable, the Alternative
Settlement Amount (each as defined in Exhibit A hereto) of such Warrant upon
exercise (including, if applicable, Early Exercise (as defined below)). In no
event shall Holders (as defined below) be entitled to receive any interest on
any Cash Settlement Value or Alternative Settlement Amount, and the Warrants
shall not entitle the Holders to any of the rights of the
<PAGE>
holders of any security or securities underlying the Index or with respect to
which the Index is calculated (an "Underlying Security") or any currency, or
currencies or composite currencies underlying the Index or with respect to which
the Index is calculated (an "Underlying Currency"; and together with an
Underlying Security, an "Underlying Asset"). A Warrant will not require or
entitle the Holder thereof to sell or deliver any Underlying Asset to the
Company. The Company shall not be under any obligation to, nor will it,
purchase or take delivery of any such Underlying Asset from Holders.
SECTION 1.02. Form, Execution and Delivery of Warrant Certificates;
-----------------------------------------------------
Book-Entry Procedures; Successor Depository. (a) Each Global Certificate shall
- -------------------------------------------
be evidenced by a certificate in registered form substantially in the form set
forth in Exhibit A hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Agreement. Each Global Certificate may represent any whole number of Warrants.
The Global Certificates may have imprinted or otherwise reproduced thereon such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the officers of the Company executing the same may
approve (execution thereof to be conclusive evidence of such approval) and are
not inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any securities exchange or securities association on
which the Warrants may be listed, or to conform to usage. The Global
Certificates shall be signed on behalf of the Company by its Chairman, one of
its Vice Chairmen, its President, one of its Executive or Senior Vice
Presidents, its Treasurer, or its Controller under its corporate seal reproduced
thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers may be manual or facsimile. Typographical
and other minor errors or defects in any such reproduction of the seal or any
such signature shall not affect the validity or enforceability of any Global
Certificate that has been duly countersigned and delivered by the Warrant Agent.
The Warrant Agent is authorized, upon receipt of a Global Certificate
from the Company, duly executed on behalf of the Company, to countersign such
Global Certificate. Each Global Certificate shall be manually countersigned and
dated the date of the countersignature by a duly authorized representative of
the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Agent shall countersign and deliver each Global
Certificate to or upon the written order of the Company.
2
<PAGE>
The Company reserves the right to issue, from time to time after the
date of execution of this Agreement, additional Warrants, and in connection
therewith the Global Certificate may be exchanged for a new Global Certificate
to reflect the issuance by the Company of such additional Warrants. To effect
such an exchange the Company shall deliver to the Warrant Agent a new Global
Certificate duly executed on behalf of the Company as provided in this Section.
The Warrant Agent shall authenticate the new Global Certificate as provided in
this Section and shall deliver the new Global Certificate to the Depository as
designated herein. The Warrant Agent shall cancel the Global Certificate
delivered to it by the Depository, destroy such Global Certificate and provide a
certificate of destruction to the Company.
(b) In case any officer of the Company who shall have signed a Global
Certificate, either manually or by facsimile signature, shall cease to be such
officer before such Global Certificate shall have been countersigned and
delivered by the Warrant Agent to the Company or delivered by the Company, such
Global Certificate nevertheless may be countersigned and delivered as though the
person who signed such Global Certificate had not ceased to be such officer of
the Company; and any Global Certificate may be signed on behalf of the Company
by such persons as, at the actual date of the execution of such Global
Certificate, shall be the proper officers of the Company, although at the date
of the execution of this Agreement any such person was not such officer.
(c) Each Global Certificate shall be registered initially in the name
of a nominee of the depository (the "Depository," which term, as used herein,
includes any successor securities depository selected by the Company). The
Depository Trust Company (the "DTC") shall be the Depository. The Warrant
holdings of the Depository participants (the "Participants") will be recorded on
the books of the Depository. The holdings of customers of the Participants and
the identity of the Holders will be reflected on the books and records of such
Participants and will not be known to the Warrant Agent, the Company or the
Depository. The Global Certificates will be held by the Depository or its
agent.
The Company may from time to time select a new entity to act as
Depository with respect to the Warrants and, if such selection is made, the
Company shall promptly give the Warrant Agent notice to such effect identifying
the new Depository, and the Global Certificate shall be delivered to the Warrant
Agent and shall be transferred to the new Depository as provided below as
promptly as
3
<PAGE>
possible. Appropriate changes may be made in the forms of the Global
Certificate, the notice of exercise and the related notices to be delivered in
connection with an exercise to reflect the selection of a new Depository.
(d) Except as otherwise provided herein or in the Global Certificate,
the Warrant Agent shall from time to time register the transfer of the Global
Certificate in its records (which may be maintained electronically), subject to
such reasonable regulations as the Company or the Warrant Agent may prescribe,
only to the Depository, to another nominee of the Depository, to a successor
Depository or to a nominee of a successor Depository, upon surrender of such
Global Certificate to the Warrant Agent's Office, or at the office of any
successor Warrant Agent, duly endorsed, or accompanied by a written instrument
or instruments of transfer in form satisfactory to the Warrant Agent and the
Company, duly executed by the registered holder thereof or by the duly appointed
legal representative thereof, or by its duly authorized attorney, such signature
to be guaranteed by a bank or trust company with a correspondent office in the
City of New York or by a member of a national securities exchange. Upon any
such registration of transfer, a new Global Certificate of like tenor and
representing a like number of unexercised Warrants shall be issued to the
transferee and the surrendered Global Certificate shall be cancelled by the
Warrant Agent.
(e) Except as provided in Section [1.03], no service charge shall be
made for any registration of transfer or exchange of Global Certificates, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Global Certificates, other than exchanges pursuant to
this Section [1.02] not involving any transfer.
SECTION 1.03. Mutilated or Missing Global Certificates. (a) If any
----------------------------------------
Global Certificate is mutilated, lost, stolen or destroyed, the Company may in
its discretion execute, and the Warrant Agent may countersign and deliver, in
exchange and substitution for and upon cancellation of the mutilated Global
Certificate, or in lieu of the Global Certificate lost, stolen or destroyed, a
new Global Certificate of like tenor and representing an equivalent number of
Warrants, bearing an identification number not contemporaneously outstanding,
but only (in case of loss, theft or destruction) upon receipt of evidence
satisfactory to the Company and the Warrant Agent of such loss, theft or
destruction of such Global Certificate and security or indemnity, if requested,
also satisfactory to them. Applicants for such substitute Global Certificates
shall
4
<PAGE>
also comply with such other reasonable regulations and pay such other reasonable
charges as the Company or the Warrant Agent may prescribe.
(b) In case all of the Warrants evidenced by any such mutilated,
destroyed, lost or stolen Global Certificate have been or are about to be
exercised (including pursuant to Early Exercise), the Company in its discretion
may, instead of issuing a new Global Certificate, direct the Warrant Agent to
treat such Global Certificate as if it had received written irrevocable notice
of exercise in proper form in respect thereof prior to 3:00 P.M., New York City
time, on the date of such direction from the Company or to treat such Global
Certificate as subject to Early Exercise pursuant to Section [2.03], as the case
may be, as provided herein, and the Warrant Agent shall comply with any such
direction.
(c) Each new Global Certificate issued pursuant to this Section [1.03]
in replacement of any destroyed, lost or stolen Global Certificate shall
constitute an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Global Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Warrant
Agreement equally and proportionately with any and all other Global Certificates
duly issued hereunder.
(d) Upon the issuance of any new Global Certificate in accordance with
this Section, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Warrant Agent)
connected therewith.
(e) The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Global
Certificates.
ARTICLE II
DURATION AND EXERCISE OF WARRANTS
SECTION 2.01. Duration of Warrants; Minimum Exercise Amounts; Notice
------------------------------------------------------
of Exercise. The terms regarding the duration, minimum exercise amounts and
- -----------
notice of Exercise will be as set forth in Exhibit A.
5
<PAGE>
SECTION 2.02. Exercise and Delivery of Warrants. The method of
---------------------------------
exercise and delivery of the Warrants will be as set forth in Exhibit A.
SECTION 2.03. Early Exercise of Warrants. The terms of early exercise
--------------------------
of the Warrants will be as set forth in Exhibit A.
SECTION 2.04. Valuation and Payment upon Extraordinary Event. The
----------------------------------------------
method of valuation and payment upon an extraordinary event will be as set forth
in Exhibit A.
SECTION 2.05. Covenant of Company. The Company covenants, for the
----------------------------------
benefit of the Holders, that until the Expiration Date (a) it will use its best
efforts to maintain the listing of the Warrants on the national securities
exchange or securities association designated in Exhibit A hereto (the
"Designated Exchange") or another national securities exchange or securities
association and that it will not seek the delisting of the Warrants, or
suspension of their trading on, the Designated Exchange unless prior to such
delisting or suspension the Warrants shall have been listed, and shall be
trading, on another national securities exchange or securities association and
(b) upon written request it will furnish any Holder with a list of the then
current Underlying Assets, together with a chart depicting the level of the
Index for the most recent five-year period.
SECTION 2.06. Return of Money Held Unclaimed for Two Years. Any money
--------------------------------------------
deposited with or paid to the Warrant Agent for the payment of the Cash
Settlement Value or Alternative Settlement Amount of any Warrant and not applied
but remaining unclaimed for two years after the date upon which such Cash
Settlement Value or Alternative Settlement Amount shall have become due and
payable, shall be repaid by the Warrant Agent to the Company. The Holder of
such Warrant shall thereafter look only to the Company for any payment that such
Holder may be entitled to collect and all liability of the Warrant Agent with
respect to such money shall thereupon cease; provided that the Warrant Agent,
before making any such repayment, may at the expense of the Company notify any
Holder that has not received the Cash Settlement Value or Alternative Settlement
Amount of such Holder's Warrant (by first-class mail to the address of such
Holder as it appears in the Warrant Register) that said money has not been so
applied and remains unclaimed and that after a date named therein any unclaimed
balance of said money then remaining will be returned to the Company.
SECTION 2.07. Inspection by Holders. The Warrant Agent shall make
---------------------
available during its normal business hours
6
<PAGE>
a reasonable number of copies of this Agreement at the Warrant Agent's Office
for inspection by any Holder.
SECTION 2.08. Return of Global Certificates. At such time as the
-----------------------------
Warrants represented by the Global Certificates have been exercised, deemed
exercised or otherwise cancelled, upon receipt of the same by the Warrant Agent,
the Warrant Agent shall return each cancelled Global Certificate to the Company.
ARTICLE III
OTHER PROVISIONS RELATING TO
RIGHTS OF HOLDERS
SECTION 3.01. Holder May Enforce Rights. Notwithstanding any other
--------------------------
provision of this Agreement, any Holder may, without the consent of the Warrant
Agent or any other Holder, in and for his own behalf, enforce, and may institute
and maintain any suit, action or proceeding against the Company suitable to
enforce, or otherwise in respect of, his right to exercise, and to receive
payment for, his Warrants as provided in this Agreement.
SECTION 3.02. Merger, Consolidation, Sale, Transfer or Conveyance. If
---------------------------------------------------
at any time there shall be a merger or consolidation involving the Company or a
sale, transfer, conveyance (other than by way of lease) or other disposition of
substantially all of the assets of the Company, then the successor or assuming
corporation shall succeed to and be substituted for the Company under this
Agreement and the Warrants, with the same effect as if it had been named herein
and in the Global Certificates as the Company. The Company shall thereupon be
relieved of any further obligation hereunder or under the Warrants and may at
any time thereafter be dissolved, wound up or liquidated. In any case of any
such consolidation or merger involving the Company or sale, transfer, conveyance
or other disposition of substantially all of the assets of the Company, any
changes in phraseology and form (but not in substance) that may be appropriate
may be made in the Global Certificates delivered thereafter.
The Warrant Agent may rely on a written opinion of counsel as
conclusive evidence that any such consolidation or merger involving the Company
or sale, transfer, conveyance (other than by way of lease) or other disposition
of substantially all of the assets of the Company complies with the provisions
of this Section 3.02.
7
<PAGE>
ARTICLE IV
WARRANTS ACQUIRED BY COMPANY; PAYMENT OF TAXES
SECTION 4.01. Warrants Acquired by Company. In the event that the
----------------------------
Company shall purchase or otherwise acquire Warrants, such Warrants may, at the
option of the Company, be surrendered free through a Participant to the
Depository for credit to the account of the Warrant Agent maintained at the
Depository, and if so credited, the Warrant Agent shall promptly note the
cancellation of such Warrants by notation on the records of the Warrant Agent.
Such Warrants may also, at the option of the Company, be held by the Company or
resold by the Company directly or to or through any of its affiliates in lieu of
being surrendered to the Depository.
Any cancelled Global Certificate held by the Warrant Agent under this
Agreement shall be destroyed by the Warrant Agent unless otherwise directed by
the Company, and the Warrant Agent shall deliver to the Company a certificate of
destruction evidencing the same.
SECTION 4.02. Payment of Taxes. The Company will pay all documentary
----------------
stamp, withholding and other taxes, if any, attributable to the initial issuance
of Warrants; provided, however, that the Company shall not be required to pay
-------- -------
any tax or other governmental charge that may be payable in respect of any
transfer involving any beneficial or record interest in, or ownership interest
of, any Warrant or Global Certificate.
ARTICLE V
CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent. (a) The Company hereby appoints the
-------------
[national or state bank or trust company] named in the preamble to this
Agreement as Warrant Agent of the Company in respect of the Warrants upon the
terms and subject to the conditions set forth herein and in the Global
Certificates, and such entity hereby accepts such appointment. The Warrant
Agent shall have the powers and authority granted to and conferred upon it in
this Agreement and the Global Certificates and such further powers and authority
to act on behalf of the Company as the Company may hereafter grant to or confer
upon it. All of the terms and provisions with respect to such powers and
authority contained in the Global Certificates are subject to and governed by
the terms and provisions hereof.
8
<PAGE>
(b) Unless otherwise provided by this Agreement, the calculations and
determinations of the Warrant Agent under this Agreement shall, absent manifest
error, be final and binding on the Company, the Holders and any Participant.
Any such calculations will be made available to a Holder for inspection at the
Warrant Agent's Office.
SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
-----------------------------------------
Agent accepts its obligations herein set forth upon the terms and conditions
herein and in the Global Certificates, including the following, to all of which
the Company agrees and to all of which the rights hereunder of the Holders shall
be subject:
(a) The Company agrees promptly to pay the Warrant Agent the
compensation to be agreed upon for all services rendered by the Warrant Agent
and to reimburse the Warrant Agent for its reasonable out-of-pocket expenses
(including counsel fees and expenses) incurred by the Warrant Agent without
negligence, bad faith or breach of this Agreement on its part in connection with
the services rendered by it hereunder. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense (including reasonable counsel fees and expenses) incurred without
negligence, bad faith or breach of this Agreement on the part of the Warrant
Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, as well as the costs and expenses of defending against any claim of
liability in the premises.
(b) In acting under this Agreement and in connection with the Global
Certificates, the Warrant Agent is acting solely as an agent of the Company and
does not assume any obligation or relationship of agency or trust for or with
any of the owners or holders of the Warrants (including, without limitation, any
Holder).
(c) The Warrant Agent may consult with counsel satisfactory to it
(including counsel to the Company), and the opinion of such counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
opinion of such counsel.
(d) The Warrant Agent shall be protected and shall incur no liability
for or in respect of any action taken or thing suffered by it in reliance upon
any Global Certificate, notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.
9
<PAGE>
(e) The Warrant Agent, or any of its officers, directors and
employees, may become the owners of, or acquire any interest in, any Warrants or
other obligations of the Company, with the same rights that it or they would
have if it were not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on behalf of, or as depository, trustee
or agent for, any committee or body of holders of Warrants or other obligations
of the Company as freely as if it were not the Warrant Agent hereunder.
(f) The Warrant Agent shall not be under any liability for interest on
any money at any time received by it pursuant to any of the provisions of this
Agreement or of the Global Certificates.
(g) The Warrant Agent shall not be under any responsibility with
respect to the validity or sufficiency of this Agreement or the execution and
delivery hereof (except the due execution and delivery hereof by the Warrant
Agent) or with respect to the validity or execution of any Global Certificate
(except its countersignature thereon).
(h) The recitals contained herein and in the Global Certificates
(except as to the Warrant Agent's countersignature thereon) shall be taken as
the statements of the Company and the Warrant Agent assumes no responsibility
for the correctness of the same.
(i) The Warrant Agent shall be obligated to perform such duties as are
specifically set forth herein and in the Global Certificates and no implied
duties or obligations shall be read into this Agreement or the Global
Certificates against the Warrant Agent. The Warrant Agent shall not be under
any obligation to take any action hereunder likely to involve it in any expense
or liability, the payment of which is not, in its reasonable opinion, assured to
it. The Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of the Global Certificates
countersigned by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for application by the Company of any proceeds. Except as
provided in Section 6.03 hereof, the Warrant Agent shall have no duty or
responsibility in case of any default by the Company in the performance of its
covenants or agreements contained in the Global Certificates or herein or in the
case of the receipt of any written demand from a Holder of a Warrant with
respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt
10
<PAGE>
to initiate any proceedings at law or otherwise or to make any demand upon the
Company.
SECTION 5.03. Resignation and Appointment of Successor. (a) The
----------------------------------------
Company agrees, for the benefit of the Holders from time to time of the
Warrants, that there shall at all times be a Warrant Agent hereunder until all
the Warrants are no longer exercisable or until monies for the payment of all
outstanding Warrants, if any, shall have been paid to the Warrant Agent and
shall have been returned to the Company as provided in Section 2.07, whichever
occurs earlier.
(b) The Warrant Agent may at any time resign as such agent by giving a
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective, subject to the
appointment of a successor Warrant Agent, and acceptance of such appointment by
such successor Warrant Agent as hereinafter provided. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or removal shall take
effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a banking institution organized under
the laws of the United States of America or one of the states thereof, have a
combined capital and surplus of at least $100,000,000 (as set forth in its most
recent report of condition published pursuant to law or to the requirements of
any United States federal or state regulatory or supervisory authority) and have
its office or an agent's office in The City of New York) and the acceptance of
such appointment by such successor Warrant Agent. In the event that no
successor Warrant Agent has been appointed and accepted its duties within 90
days of the Warrant Agent's delivery of its notice of resignation, the Warrant
Agent may apply to any court of competent jurisdiction for the designation of a
successor Warrant Agent. The obligation of the Company under Section 5.02(a)
shall continue to the extent set forth therein notwithstanding the resignation
or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or make an assignment for the benefit of its creditors or consent to
the appointment of a receiver or custodian of all or any substantial part of its
property, or shall admit in writing its inability to pay or meet its debts as
they mature, or if a receiver or custodian of it or of all or any
11
<PAGE>
substantial part of its property shall be appointed, or if any public officer
shall have taken charge or control of the Warrant Agent or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, a
successor Warrant Agent, qualified as aforesaid, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by
it of such appointment, the Warrant Agent so superseded shall cease to be the
Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any document or any further act on
the part of any of the parties hereto.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Amendment. (a) This Agreement and the terms of the
---------
Warrants and the Global Certificates may be amended by the Company and the
Warrant Agent, without the consent of any Holders, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained herein or therein, to maintain the Warrants'
listing on the Designated Exchange or any other national securities exchange or
12
<PAGE>
securities association on which they are then listed or their registration under
the Securities Exchange Act of 1934, as amended, to reflect the issuance by the
Company of additional Warrants, or in any other manner which the Company may
deem necessary or desirable and which will not materially and adversely affect
the interests of the Holders of the Warrants.
(b) The Company and the Warrant Agent may modify or amend this
Agreement, the terms of the Warrants and the Global Certificates, with the
consent of Holders holding not less than a majority in number of the then
outstanding Warrants affected by such modification or amendment, for any
purpose; provided, however, that no such modification or amendment that affects
-------- -------
the strike price in effect at any time, otherwise changes the determination of
the Cash Settlement Value or Alternative Settlement Amount of a Warrant (or any
aspects of such determination) so as to reduce the amount receivable upon
exercise of a Warrant, shortens the period of time during which the Warrants may
be exercised, or otherwise materially and adversely affects the exercise rights
of the Holders or reduces the percentage of the number of outstanding Warrants
the consent of the Holders of which is required for modification or amendment of
this Agreement or the Warrants or Global Certificates, may be made without the
consent of each Holder affected thereby.
SECTION 6.02. Successor Index. In the event that the Company, in its
---------------
sole discretion, determines that it is necessary or appropriate to use a
Successor Index (as defined in Exhibit A hereto) to the Index, the Company shall
give notice to the Warrant Agent, which shall then promptly notify the Holders
of Warrants (in the manner provided in Section 6.05), to the effect that (a) a
Successor Index will replace the Index and (b) pursuant to the Warrant Agreement
and the Warrants, such Successor Index will be used in place of the Index for
all purposes relating to the Warrants, and the Company shall make available to
the Holders of Warrants, upon request, a written description of the manner in
which such Successor Index is determined.
SECTION 6.03. Notices and Demands to the Company and Warrant Agent.
----------------------------------------------------
If the Warrant Agent shall receive any notice or demand addressed to the Company
by any Holder pursuant to the provisions of this Agreement or the Global
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
SECTION 6.04. Addresses for Notice. Any communications to the Warrant
--------------------
Agent with respect to this Agreement shall be addressed to it at the address
specified
13
<PAGE>
in Exhibit A hereto; any communications to the Company with respect to this
Agreement shall be addressed to Salomon Inc, at the address specified in Exhibit
A hereto, with a copy to the Determination Agent; and any communications to the
Determination Agent with respect to this Agreement shall be addressed to Salomon
Brothers Inc, at the address specified in Exhibit A hereto (or, in each case,
such other address as shall be specified in writing by such party to the
others).
SECTION 6.05. Notices to Holders. The Company may cause notice to be
------------------
given to the Holders of Warrants by providing the Warrant Agent with a form of
notice to be distributed by the Warrant Agent to the Holders by first-class mail
to their respective addresses as they appear on the Warrant Register.
SECTION 6.06. Applicable Law. The validity, interpretation and
--------------
performance of this Agreement and each Warrant and Global Certificate issued
hereunder and of the respective terms and provisions hereof and thereof shall be
governed by the laws of the State of New York.
SECTION 6.07. Obtaining of Governmental Approvals. The Company will
-----------------------------------
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and the Designated Exchange and securities acts filings under
United States federal and state laws, which may be or become requisite in
connection with the issuance, sale, trading, transfer or delivery of the
Warrants and the Global Certificates and the exercise of the Warrants.
SECTION 6.08. Persons Having Rights Under Agreement. Nothing in this
-------------------------------------
Agreement, expressed or implied, nor anything that may be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Determination
Agent, the Warrant Agent and the Holders any right, remedy or claim under or by
reason of this Agreement or any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the Company, the Determination Agent the Warrant Agent, each of their
respective successors and assigns and the Holders.
SECTION 6.09. Headings. The descriptive headings of the several
--------
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
herein.
14
<PAGE>
SECTION 6.10. Counterparts. This Agreement may be executed in any
------------
number of counterparts, each of which when so executed shall be deemed to be an
original; and such counterparts shall together constitute but one and the same
instrument.
SECTION 6.11. Inspection of Agreement. A copy of this Agreement shall
-----------------------
be available at all reasonable times at the Warrant Agent's Office for
inspection by the Holders.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.
SALOMON INC
By _____________________
Name:
Title:
[WARRANT AGENT]
By _____________________
Name:
Title:
SALOMON BROTHERS INC
By _____________________
Name:
Title:
15
<PAGE>
EXHIBIT A
[FORM OF GLOBAL CERTIFICATE]
No. CUSIP No. [ ]
SALOMON INC
Global Certificate Representing
Constant Maturity U.S. Treasury Yield Increase Warrants
Expiring April __, 1996
This certifies that The Depository Trust Company (the "DTC"), or
registered assigns is the registered owner of [X,000,000] Constant Maturity U.S.
Treasury Yield Increase Warrants (the "Warrants") Expiring April __, 1996 (the
"Expiration Date"). Each Warrant entitles the registered owner thereof (a
"Holder") to receive, subject to the conditions set forth herein and in the
Warrant Agreement, from Salomon Inc (the "Company") a cash settlement value in
U.S. Dollars (the "Cash Settlement Value") equal to the product of $100 x 2.5 x
(the excess of the Spot Yield over [ ]%) on the Expiration Date or, upon the
occurrence of certain events defined below, the Early Expiration Date, for such
Warrant; provided, however, that if such amount is less than or equal to zero,
-------- -------
then the Cash Settlement Value will be zero. In no event shall a Holder be
entitled to any interest on any Cash Settlement Value.
The "Spot Yield" will be determined as of the Exercise Date or Early
Exercise Date, as the case may be, by Salomon Brothers Inc (the "Determination
Agent"). The determination of the Spot Yield by the Determination Agent shall
be, in the absence of manifest error, binding on Holders of Warrants and the
Company. The Spot Yield means, with respect to the Exercise Date, in the
following order of priority:
(i) the one-week average yield on 5-year U.S. Treasury securities at
"constant maturity" as estimated from the U.S. Department of the Treasury's
weekly yield curve, as published in the latest H.15(519) (as defined below)
available with respect to such Exercise Date under the column "Week Ending"
for the week most recently ended opposite the heading "U.S. government
securities-Treasury Constant Maturities, 5-year", provided that such
H.15(519) was first available not earlier than 10 calendar days before such
Exercise Date;
(ii) if the latest H.15(519) is not available as specified in clause
(i) above, the Spot Yield will be such 5-year United States Treasury
constant maturity rate (or other 5-year United States Treasury rate) for
such Exercise
<PAGE>
Date as may then be published by either the Board of Governors of the
Federal Reserve System (the "Board") or the U.S. Department of the Treasury
that the Determination Agent determines to be most comparable to the rate
formerly published in H.15(519), provided that such comparable rate was
first available not earlier than 10 calendar days before such Exercise
Date;
(iii) if the Spot Yield as described in clause (ii) is not
available as specified in clause (ii) above, the Spot Yield will be a yield
to maturity for direct noncallable fixed rate obligations of U.S. Treasury
securities most recently issued with an original maturity of approximately
5 years and a remaining term to maturity of not less than 4 years, based on
the yield (which yield is based on asked prices) for such issue of U.S.
Treasury securities for such Exercise Date, as published by 3:00 p.m. (New
York City time) on the Exercise Date, by the Federal Reserve Bank of New
York in its daily statistical release entitled "Composite 3:30 P.M.
Quotations for U.S. Government Securities" (or any successor or similar
publication selected by the Determination Agent published by the Board, the
Federal Reserve Bank of New York or any other Federal Reserve Bank or
affiliated entity), provided that such published rate relates to the New
York Banking Day before the Exercise Date or, if such rate is not
available, the second New York Banking Day before the Exercise Date;
(iv) if the Spot Yield as described in clause (iii) is not published
by 3:00 p.m. (New York City time) on the Exercise Date, the Spot Yield will
be calculated by the Determination Agent and will be a yield to maturity
(expressed as a bond equivalent and as a decimal rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point with five one-
millionths of a percentage point rounded up, on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) based on the
arithmetic mean of secondary market offer prices as of approximately 3:30
p.m. (New York City time) on such Exercise Date, based on thee written
records of three leading primary United States government securities
dealers in The City of New York selected by the Determination Agent (from
five such dealers and eliminating the highest quotation (or, in the event
of equality, one of the highest) and the lowest quotation (or, in the event
of equality, one of the lowest)) for U.S. Treasury securities most recently
issued with an original maturity of approximately 5 years and a remaining
term to maturity of not less than 4 years. If three or four (and not five)
of such dealers are quoting as described in this clause (iv), then the Spot
Yield will be based on the arithmetic mean of the offer prices obtained
2
<PAGE>
and neither the highest nor lowest of such quotations will be eliminated.
(v) if fewer than three dealers selected by the Determination Agent
are quoting as described in clause (iv), the Spot Yield will be calculated
by the Determination Agent and will be a yield to maturity (expressed as a
bond equivalent and as a decimal rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point with five one-millionths of a
percentage point rounded up, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) based on the arithmetic mean of
the secondary market offer prices as of approximately 3:30 p.m. (New York
City time) on the Exercise Date, based on the written records, of three
leading primary United States government securities dealers in The City of
New York selected by the Determination Agent (from five such dealers and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)) for U.S. Treasury securities with an original maturity of
approximately ten years and a remaining term of maturity closest to five
years. If three or four (and not five) of such dealers are quoting as
described in this clause (v), then the Spot Yield will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor
lowest of such quotations will be eliminated. In the case of clause (v),
if two U.S. Treasury securities with an original maturity of approximately
ten years have remaining terms to maturity equally close to five years, the
quotes for the Treasury security with the shorter remaining term to
maturity will be used.
This Global Certificate will not be valid unless countersigned by the
Warrant Agent.
The Warrants evidenced by this Global Certificate are part of a duly
authorized series of Warrants issued by the Company pursuant to a Warrant
Agreement, dated [date of Agreement], among the Company, [name of warrant agent]
(the "Warrant Agent), and the Determination Agent, and are subject to the terms
and provisions contained in the Warrant Agreement, to all of which terms and
provisions the beneficial owners of the Warrants, the entities through which
such beneficial owners hold their beneficial interests in the Warrants (each, a
"DTC Participant") and the registered owner of this Global Certificate consent
by acceptance of this Global Certificate by DTC and which Warrant Agreement is
hereby incorporated by reference in and made a part of this Global Certificate.
A copy of the Warrant Agreement is on file at the Warrant Agent's Office, which
is located at [address of warrant agent].
3
<PAGE>
The Warrants constitute direct, unconditional and unsecured
obligations of the Company and rank on a parity with the Company's other
unsecured contractual obligations and with the Company's unsecured and
unsubordinated debt. The Company reserves the right to issue additional
Warrants under this series.
All Warrants will be deemed automatically exercised on the fifth New
York Business Day immediately preceding the Expiration Date (such date of
exercise, the "Exercise Date"); provided, however, that upon the occurrence of
-------- -------
any of the following earlier events, the Warrants will be exercised on the New
York Business Day immediately preceding the date of such event (such date of
exercise, the "Early Exercise Date"):
(a) the delisting or permanent suspension of trading of the Warrants
from the American Stock Exchange (the "Designated Exchange") (unless the
Warrants are simultaneously accepted for trading pursuant to the rules of
another national securities exchange or securities association); or
(b) the entry of a decree or order for relief in respect of the
Company by a court having jurisdiction in the premises in an involuntary
case under the Federal bankruptcy laws, as now or hereafter constituted, or
any other applicable Federal or state bankruptcy, insolvency or other
similar law, or the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Company
or of any substantial part of its property, or the order of the winding up
or liquidation of its affairs, and the continuance of any such decree or
order unstayed and in effect for a period of 90 consecutive days; or
(c) the commencement by the Company of a voluntary case under the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or state bankruptcy, insolvency or other similar law, or
the consent by it to the entry of an order for relief in an involuntary
case under such law or to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or other similar official) of
the Company or of any substantial part of its property, or the making by it
of an assignment for the benefit of its creditors, or the admission by it
in writing of its inability to pay its debts generally as they become due,
or the taking of corporate action by the Company in furtherance of any
action.
The Warrants may not be exercised at the option of the Holders.
4
<PAGE>
Provided that the Company has made adequate funds available to the
Warrant Agent in a timely manner that will, in no event, be later than [3:00
P.M.], New York City time, on the Expiration Date or Early Expiration Date, as
the case may be, for such Warrants (or, if such date is not a New York Business
Day, on the next New York Business Day after such date), the Warrant Agent will
make payment available in the form of wire transfer to the DTC. Payment will be
made available prior to the close of business on the Expiration Date or prior to
the close of business on the fifth New York Business Day following the Early
Expiration Date, as the case may be. Such payment will be in the amount of the
aggregate Cash Settlement Value in respect of Warrants. The Warrant Agent will
promptly cancel this Global Certificate representing the Warrants and deliver it
to the Company. The DTC will be responsible for crediting the amount of the
payment to the accounts of the DTC Participants. Each DTC Participant will be
responsible for crediting the Cash Settlement Value of the Warrants to the
appropriate Holders.
Prior to due presentment for registration of the transfer, the
Company, the Warrant Agent and any agent of the Company or the Warrant Agent may
deem and treat the registered owner hereof as the absolute owner of the Warrants
evidenced hereby (notwithstanding any notation of ownership or other writing
hereon) for any purpose whatsoever, and as the person entitled to exercise the
rights represented by the Warrants evidenced hereby, and neither the Company nor
the Warrant Agent will be affected by any notice to the contrary.
The Warrant Agent shall, in accordance with the Warrant Agreement,
from time to time register the transfer of this Global Certificate in its
records (which may be maintained electronically) to be maintained by it for that
purpose at the Warrant Agent's Office upon surrender hereof, duly endorsed, or
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Warrant Agent, duly executed by the registered holder hereof
or by the duly appointed legal representative or duly authorized attorney
thereof, such signature to be guaranteed by a bank or trust company with a
correspondent office in The City of New York or by a member of a national
securities exchange. Upon any such registration of transfer, a new Global
Certificate will be issued to the transferee or transferees.
Capitalized terms included herein but not defined herein have the
meanings assigned thereto in the Warrant Agreement.
References herein to "U.S. Dollars" or "$" are to the lawful currency
of the United States of America. As used herein, a "New York Business Day"
means any day other than a Saturday, Sunday or a day on which commercial banks
in The City of New York
5
<PAGE>
are required or authorized by law or executive order to be closed. References
herein to a "yield" of any U.S. Treasury securities are to the yield to maturity
of such securities.
The Warrant Agreement and the terms of the Warrants are subject to
amendment, as provided by the Warrant Agreement.
THIS GLOBAL CERTIFICATE SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, Salomon Inc has caused this instrument to be duly
executed.
Dated: ___________________ SALOMON INC
by____________________________
[name]
[title]
[SEAL]
Attest:
by_________________________
[name]
Secretary
Countersigned as of the
date above written:
[name of warrant agent]
as Warrant Agent
by_______________________
Authorized officer
6
<PAGE>
EXHIBIT 5
LETTERHEAD OF
Cravath, Swaine & Moore
November 14, 1994
Salomon Inc
-----------
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel for Salomon Inc, a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement") relating to Index Warrants
of the Company (the "Warrants"). The Warrants being registered under the
Registration Statement will have an aggregate initial offering price of up to
$150,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies and will be offered on a continued or delayed basis
pursuant to the provisions of Rule 415 under the Securities Act of 1933 (the
"Act"). The Warrants will be issued under one or more warrant agreements (each,a
"Warrant Agreement"), each to be entered into between the Company and one or
more institutions as identified in the applicable Warrant Agreement.
In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including the following: (a) the Certificate of
Incorporation, as amended, of the Company; (b) the By-laws of the Company; (c)
the form of the proposed Warrant Agreement; (d) the form of Warrant Certificate;
(e) the form of the Underwriting Agreement; and (f) resolutions of the Board of
Directors of the Company.
<PAGE>
2
Based on the foregoing and subject to (i) proposed additional actions
and proceedings being taken as now contemplated prior to the issuance of the
Warrants, (ii) the due execution and delivery of the Underwriting Agreement and
the applicable Warrant Agreement and of any other necessary agreements and (iii)
the effectiveness of the Registration Statement under the Act, we are of opinion
as follows:
1. The Company is duly incorporated and is a validly existing
corporation under the laws of the State of Delaware.
2. The Warrants, when duly authorized, executed, authenticated and
delivered in accordance with the provisions of the Warrant Agreement, will be
validly issued and will constitute valid and binding obligations of the Company
entitled to the benefits of the Warrant Agreement, enforceable against the
Company in accordance with their terms, subject to applicable bankruptcy,
reorganization, insolvency, fraudulent transfer, moratorium and similar laws
affecting creditors' rights generally from time to time in effect and, as to
enforceability, to general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law, exept that we
express no opinion as to whether a court in the United States would render a
judgment with respect to the Warrants in any currency other than U.S. dollars.
We are aware that we are referred to under the heading "Legal
Opinions" in the prospectus forming a part of the Registration Statement, and we
hereby consent to such use of our name therein and to the use of this opinion
for filing with the Registration Statement as Exhibit 5 thereto. In giving this
consent, we do not hereby admit that we are within the category of persons whose
consent is required
<PAGE>
3
under Section 7 of the Securities Act or the Rules and Regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
Salomon Inc
Seven World Trade Center
New York, NY 10048
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALOMON INC FORM S-3 REGISTRATION STATEMENT
DATED NOVEMBER 15, 1994
$150,000,000 Index Warrants
As independent public accountants, we hereby consent to the incorporation by
reference in the above mentioned Registration Statement of our report dated
February 10, 1994 incorporated by reference in Salomon Inc's Form 10-K for the
year ended December 31, 1993 and to all references to our Firm included in the
above mentioned Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
November 11, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Dwayne O. Andreas
---------------------
Dwayne O. Andreas
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Warren E. Buffett
---------------------
Warren E. Buffett
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as Chairman and Chief Executive
Officer and a Director of Salomon Inc, hereby appoint David C. Fisher and Arnold
S. Olshin and each of them severally, my true and lawful attorney or attorneys
with power to act with or without the other and with full power of substitution
and resubstitution, to execute in my name, place and stead, in my capacity as
Chairman and Chief Executive Officer and a Director of Salomon Inc, said
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file same with the Securities and
Exchange Commission, all as fully to all intents and purposes as I might or
could do in person, and I hereby ratify and approve the acts of said attorneys
and each of them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Robert E. Denham
--------------------
Robert E. Denham
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Claire M. Fagin
-------------------
Claire M. Fagin
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Andrew J. Hall
------------------
Andrew J. Hall
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Gedale B. Horowitz
----------------------
Gedale B. Horowitz
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Deryck C. Maughan
---------------------
Deryck C. Maughan
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ William F. May
------------------
William F. May
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Charles T. Munger
---------------------
Charles T. Munger
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Louis A. Simpson
--------------------
Louis A. Simpson
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby
appoint David C. Fisher and Arnold S. Olshin and each of them severally, my true
and lawful attorney or attorneys with power to act with or without the other and
with full power of substitution and resubstitution, to execute in my name, place
and stead, in my capacity as a director of Salomon Inc, said Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file same with the Securities and Exchange
Commission, all as fully to all intents and purposes as I might or could do in
person, and I hereby ratify and approve the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Robert G. Zeller
--------------------
Robert G. Zeller
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, Salomon Inc proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, a Registration Statement to
register warrants which, upon exercise, will entitle the holders thereof to an
amount of cash or securities determined by reference to any specified objective
measure linked to any security, currency, security or currency index or a
combination thereof.
NOW, THEREFORE, I, in my capacity as Chief Financial Officer of Salomon
Inc, hereby appoint David C. Fisher and Arnold S. Olshin and each of them
severally, my true and lawful attorney or attorneys with power to act with or
without the other and with full power of substitution and resubstitution, to
execute in my name, place and stead, in my capacity as Chief Financial Officer
of Salomon Inc, said Registration Statement and any amendments thereto and all
instruments necessary or incidental in connection therewith, and to file same
with the Securities and Exchange Commission, all as fully to all intents and
purposes as I might or could do in person, and I hereby ratify and approve the
acts of said attorneys and each of them.
IN WITNESS WHEREOF, I have executed this instrument this 26th day of
October, 1994.
/s/ Jerome H. Bailey
--------------------
Jerome H. Bailey
