SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 1, 1996
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(Date of earliest event reported)
SALOMON INC
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(Exact name of registrant as specified in its charter)
Delaware 1-4346 22-1660266
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(State of (Commission (I.R.S. Employer
incorporation File Number) Identification No.)
or organization
Seven World Trade Center
New York, New York 10048
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including
area code: (212) 783-7000
<PAGE>
Item 5. Other Events.
Reference is made to the Seventh Supplemental Indenture
entered into as of February 1, 1996 between Salomon Inc, a
Delaware corporation (the "Company") and Citibank, N.A., a
national banking association (the "Trustee"), as Trustee under
the Indenture dated as of December 1, 1988, as amended (the
"Indenture"), filed herewith as Exhibit 1, which is incorporated
herein by such reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
Exhibit 4. Seventh Supplemental Indenture between Salomon Inc
and Citibank, N.A., as Trustee, dated as of
February 1, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
SALOMON INC
(Registrant)
Date: March 5, 1996 By: /s/ Richard Carbone
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Richard Carbone
Controller
Exhibit Index
Exhibit No.
Exhibit 4 Seventh Supplemental Indenture between Salomon Inc
and Citibank, N.A., as Trustee, dated as of
February 1, 1996.
Exhibit 4
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SALOMON INC
TO
CITIBANK, N.A.
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SEVENTH SUPPLEMENTAL INDENTURE
Dated as of February 1, 1996
Supplemental to Indenture dated as of December 1, 1988
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<PAGE>
This Seventh Supplemental Indenture (the "Supplemental
Indenture") is made and entered into as of February 1, 1996
between Salomon Inc, a Delaware corporation (the "Company"), and
Citibank, N.A., a national banking association (the "Trustee"),
as Trustee under the Indenture dated as of December 1, 1988, as
amended as of September 7, 1990, June 12, 1991, July 1, 1992,
October 29, 1992, December 14, 1993 and December 29, 1994,
between the Company and the Trustee (as amended to the date
hereof, the "Indenture").
WHEREAS, the parties hereto previously entered into the
Indenture to provide for the issuance and sale by the Company
from time to time of its Senior Debt Securities (the "Debt
Securities");
WHEREAS, Sections 1101(5) and (11) of the Indenture
provide that the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter
into an indenture supplemental to the Indenture, in form
satisfactory to the Trustee, without the consent of any holder of
Debt Securities, (a) to change or eliminate any of the provisions
of the Indenture, provided that any such change or elimination
shall become effective only when there is no Outstanding Debt
Security or Coupon (as such terms are defined in the Indenture)
of any series created prior to the execution of such supplemental
indenture that is entitled to the benefit of such provision and
as to which such supplemental indenture would apply and (b) to
cure any ambiguity, to correct or supplement any provision in the
Indenture that may be defective or inconsistent with any other
provision in the Indenture, or to make any other provisions with
respect to matters or questions arising under the Indenture that
shall not be inconsistent with any provision of the Indenture,
provided such other provisions shall not adversely affect the
interests of the holders of Outstanding Debt Securities or
Coupons, if any, of any series in any material respect;
WHEREAS, all acts and things necessary to make this
Supplemental Indenture a valid and binding agreement for the
purposes herein expressed have been duly done and performed, and
the execution and delivery of this Supplemental Indenture have
been duly authorized by the Company; and
WHEREAS, the parties hereto now desire to amend the
Indenture:
NOW, THEREFORE, the parties agree as follows:
1. The Indenture is hereby amended as follows:
(a) By amending Section 301 of the Indenture by (i)
deleting the word "and" at the end of subsection (17); (ii)
adding as a new subsection (18) the following "(18) the terms and
conditions, if any, upon which the Debt Securities of the series
may or shall be convertible into or exchangeable or exercisable
for or payable in, among other things, other securities,
instruments, contracts, currencies, commodities or other forms of
property, rights or interests or any combination of the
foregoing; and"; and (iii) renumbering current subsection (18) of
Section 301 to subsection (19);
(b) By amending subsection (c) of Section 601 by (i)
deleting the word "and" at the end of clause (3); (ii) replacing
the period at the end of clause (4) with "; and"; and (iii)
adding as a new clause (5) the following:
"the Trustee shall not at any time be under any duty or
responsibility to any Holder of a Debt Security that may or
shall be convertible into or exchangeable or exercisable for
or payable in, among other things, other securities,
instruments, contracts, currencies, commodities or other
forms of property, rights or interests or any combination of
the foregoing, (A) to make or cause to be made any
adjustment of the amount of the, among other things,
securities, instruments, contracts, currencies, commodities
or other forms of property, rights or interests or any
combination of the foregoing that may be issued, transferred
or delivered to such Holder, or to determine whether any
facts exist which may require any such adjustment, or with
respect to the nature or extent of any such adjustment when
made, or with respect to any method employed in making the
same, (B) to account for the validity or value (or the kind
or amount) of the, among other things, securities,
instruments, contracts, currencies, commodities or other
forms of property, rights or interests or any combination of
the foregoing that may at any time be issued, transferred or
delivered to such Holder or (C) with respect to the failure
of the Company to issue, transfer or deliver any of the,
among other things, securities, instruments, contracts,
currencies, commodities or other forms of property, rights
or interests or any combination of the foregoing pursuant to
the terms of such Debt Security."; and
(c) By amending subsection (1) of Section 1102 by
placing a comma before the semicolon at the end of such
subsection and adding after such comma the following "or change
the terms or conditions of any Debt Securities so as to adversely
affect the terms or conditions upon which such Debt Securities
are convertible into or exchangeable or exercisable for or
payable in, among other things, other securities, instruments,
contracts, currencies, commodities or other forms of property,
rights or interests or any combination of the foregoing".
2. Except as amended as set forth above, the Indenture
is in all respects ratified and confirmed and the terms,
provisions and conditions thereof shall remain in full force and
effect. This Supplemental Indenture shall take effect on the
date hereof, and shall apply only to Debt Securities originally
issued on or after the date hereof, and shall have no effect on
any other Debt Securities originally issued prior to the date
hereof.
3. This Supplemental Indenture shall be deemed to be a
contract made and to be performed entirely in the State of New
York, and for all purposes shall be governed and construed in
accordance with the laws of the State of New York without regard
to the conflicts of laws rules of the State of New York. This
Supplemental Indenture may be executed in any number of
counterparts, all of which taken together constitute one and the
same instrument. This Supplemental Indenture is subject to the
terms and conditions in the Indenture including terms and
conditions limiting the liabilities of the Trustee. The Trustee
has no responsibility for the correctness of the statements of
fact herein contained which shall be taken as the statements of
the Company and makes no representations as to the validity or
sufficiency of the Seventh Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.
SALOMON INC
By: /s/ Michelle Turner
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Name: Michelle Turner
Title: Authorized Agent
Attest: Thomas Schwartz
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Name: Thomas Schwartz
Title: Assistant Treasurer
CITIBANK, N.A.,
as Trustee
By: /s/ Arthur W. Aslanian
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Name: Arthur W. Aslanian
Title: Vice President
Attest: /s/ P. DeFelice
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Name: P. DeFelice
Title: Vice President
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 1st day of February, 1996, before me personally
came Michelle Turner, to me known, who, being by me duly sworn,
did depose and say that she is the Authorized Agent of SALOMON
INC, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said corporation, and that he signed her name thereto by like
authority.
/s/ Alice Zimbler
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Notary Public
SEAL ALICE ZIMBLER
NOTARY PUBLIC, State of New York
No. 01Z14864212
Qualified in Richmond County
Commission Expires July 14, 1996
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 1st day of February, 1996, before me personally
came Arthur Aslanian, to me known, who, being by me duly sworn,
did depose and say that he is a Vice President of CITIBANK, N.A.,
one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like
authority.
/s/ Jeffry Berger
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Notary Public
SEAL JEFFRY BERGER
Notary Public, State of New York
No. 01BE5015814
Qualified in Kings County
Commission Expires July 26, 1997
