Pricing Supplement
(To Prospectus Dated October 12, 1994 and
Prospectus Supplement dated October 12, 1994)
$150,000,000
Salomon Inc
Senior Floating Interest Rate Notes Due 1999
(Medium-Term Notes, Series D)
The Senior Floating Interest Rate Notes (the "Floating Rate
Notes") Due 1999 of Salomon Inc (the "Company") being offered
hereby are a part of the Company's Medium Term Notes, Series D,
described in the Company's Prospectus dated October 12, 1994 and
its Prospectus Supplement dated October 12, 1994. The Floating
Rate Notes will mature on February 8, 1999. Interest on the
Floating Rate Notes is payable quarterly in arrears on the eighth
day of February, May, August and November of each year, beginning
May 8, 1996. The interest rate on the Floating Rate Notes for
each Interest Period will be a floating rate per annum equal to
LIBOR determined as described herein plus .875%.
The Floating Rate Notes may be redeemed by the Company, at its
option, in whole, but not in part, at the Redemption Price
thereof, on any Interest Payment Date, beginning February 8,
1998. The Floating Rate Notes may also be redeemed in whole, but
not in part, at the Redemption Price thereof, if certain events
occur involving United States withholding taxes or information
reporting requirements. See "Tax Redemption" and "Special Tax
Redemption" under "Description of Bearer Notes" in the
accompanying Prospectus Supplement.
The Floating Rate Notes are in bearer form. Each Floating Rate
Note will not, in connection with its original issuance, or
during the period of 40 days after its Original Issue Date, be
offered, sold, or delivered, directly or indirectly, within the
United States or to U.S. Persons, except to the extent permitted
under U.S. Treasury regulations. See "Plan of Distribution".
The Floating Rate Notes offered hereby will be represented
initially in a Temporary Global Note to be delivered to a common
depositary outside the United States for Euroclear and Cedel.
Beneficial interests in the Temporary Global Note will be
exchangeable for beneficial interests in a Permanent Global Note
or for individual Bearer Notes only in the manner and upon
compliance with the procedures described under "Description of
Bearer Notes-Denomination, Form and Transfer" in the accompanying
Prospectus Supplement.
Application has been made to list the Floating Rate Notes on the
Luxembourg Stock Exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PRICING SUPPLEMENT, THE PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- ---------------------------------------------------------------
Price to Underwriting Proceeds to
Public (1) Discount (2) Company (1)(2)
Per Floating
Rate Note 99.656% .20% 99.456%
Total $149,484,000 $300,000 $149,184,000
- ---------------------------------------------------------------
(1) Plus accrued interest, if any, from February 8, 1996 to the
date of delivery.
(2) Before deducting expenses payable by the Company estimated
to be $30,000.
The Floating Rate Notes are being offered on by the Company
through the agents listed herein (the "Agents"). The Company
reserves the right to withdraw, cancel or modify the offer made
hereby without notice. The Company or an Agent may reject any
order to purchase Floating Rate Notes, whether or not solicited,
in whole or in part. See "Plan of Distribution".
The Company or one or more of its affiliates may from time to
time purchase or acquire a position in the Floating Rate Notes
and may, at its option, hold or resell such Floating Rate Notes.
Salomon Brothers International Limited, an indirect wholly-owned
subsidiary of the Company, expects to offer and sell previously
issued Floating Rate Notes in the course of its business as a
broker-dealer. This Pricing Supplement, the accompanying
Prospectus Supplement and the accompanying Prospectus may be used
by the Company, certain of the Agents (including Salomon Brothers
International Limited) which are wholly-owned subsidiaries of the
Company, or other affiliates of the Company in connection with
offers and sales related to secondary market transactions in the
Floating Rate Notes offered hereby. Such Agents or other Company
affiliates may act as principal or agent in such transactions.
Such sales will be made at varying prices related to prevailing
market prices at the time of sale.
Salomon Brothers International Limited
Bank of Tokyo Capital Markets Limited
Barclays de Zoete Wedd Limited
Bear, Stearns International Limited
Citibank International plc
CS First Boston
HSBC Markets
Lehman Brothers
Nomura International
PaineWebber International
Paribas Capital Markets
UBS Limited
The date of this Pricing Supplement is February 6, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, SALOMON BROTHERS INTERNATIONAL
LIMITED MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE FLOATING RATE NOTES OFFERED
HEREBY AT A LEVEL WHICH MIGHT NOT OTHERWISE PREVAIL. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF THE FLOATING RATE NOTES
General
The following description of the particular terms of the Floating
Rate Notes described herein supplements, and to the extent
inconsistent therewith replaces, the descriptions of the general
terms and provisions of the Company's Medium-Term Notes, Series
D, set forth in the accompanying Prospectus Supplement and the
Debt Securities set forth in the accompanying Prospectus, to
which descriptions reference is hereby made. Capitalized terms
used but not defined herein have the meanings assigned in the
accompanying Prospectus Supplement and Prospectus.
The Floating Rate Notes are part of the Company's Medium-Term
Notes, Series D, which are a series of Debt Securities issued and
to be issued under the Senior Debt Indenture with Citibank, N.A.,
as Trustee, described in the accompanying Prospectus and
Prospectus Supplement. The Company may issue additional Floating
Rate Notes in the future.
Interest
The Floating Rate Notes will bear interest from February 8, 1996,
payable quarterly in arrears on the eighth day of February, May,
August and November (each an "Interest Payment Date"), commencing
May 8, 1996. If an Interest Payment Date with respect to a
Floating Rate Note would otherwise be a day that is not a
Business Day, such Interest Payment Date shall be postponed to
the next succeeding Business Day, provided, however, that if such
Business Day is in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding Business
Day. Payments will be made in accordance with the procedures
described under "Payments and Paying Agents" in the accompanying
Prospectus Supplement.
The "Initial Interest Period" for each Floating Rate Note will be
the period from and including February 8, 1996 to but excluding
May 8, 1996. The "Interest Period" with respect to each Floating
Rate Note is the Initial Interest Period and each successive
period from and including an Interest Payment Date to but
excluding the next succeeding Interest Payment Date. The
Interest Reset Date for the Floating Rate Notes will be the
eighth day of February, May, August and November of each year.
If an Interest Reset Date for any Floating Rate Note would
otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding Business
Day, provided, however, that if such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be
the immediately preceding Business Day. The rate of interest
that goes into effect on any Interest Reset Date shall be
determined on a date (the "Rate Determination Date") preceding
such Interest Reset Date, as further described below.
Accrued interest shall be calculated by multiplying the principal
amount of each Floating Rate Note by an accrued interest factor.
Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which
accrued interest is being calculated. The interest factor
(expressed as a decimal calculated to seven decimal places
without rounding) for the interest rate in effect on such day by
360 ("Actual over 360"). For purposes of making the foregoing
calculation, the interest rate in effect on any Interest Reset
Date will be the applicable rate as reset on such date. All
percentages resulting from any calculation of the rate of
interest on a Floating Rate Note will be rounded, if necessary,
to the nearest 1/100,00 of 1% (.0000001) with five one-millionths
of a percentage point rounded upward, and all currency amounts
used in or resulting from such calculation on a Floating Rate
Note will be rounded to the nearest one-hundredth of a unit (with
.005 of a unit being rounded upward).
Upon the request of the Holder of any Floating Rate Note, the
Calculation Agent for such Note will provide the interest rate
then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date with respect to
such Floating Rate Note. In addition, such information will be
communicated to the Luxembourg Stock Exchange and will be made
available at the offices of the Paying Agents in Luxembourg and
at the Luxembourg Stock Exchange.
The interest rate for the Floating Rate Notes for each Interest
Period will be a floating rate per annum equal to LIBOR
(determined as described below) plus .875% (the "Spread").
LIBOR for each Interest Reset Period will be determined by the
Calculation Agent as follows:
(i) On the second London Banking Day prior to the Interest
Reset Date for such Interest Reset Period (a "LIBOR
Determination Date") the Calculation Agent will
determine the offered rates for deposits in United
States Dollars for a period of three months, commencing
on such Interest Reset Date, which appear on the
Designated LIBOR Page at approximately 11:00 a.m.,
London time, on such LIBOR Determination Date.
"Designated LIBOR Page" means the display designated as
page "3750" on the Dow Jones Telerate Service (or such
other page as may replace page "3750" on such service
or such other service as may be nominated by the
British Bankers' Association for the purpose of
displaying the London interbank offered rates of major
banks), LIBOR for the Interest Reset Period will be the
relevant offered rate as determined by the Calculation
Agent.
(ii) If LIBOR cannot be determined as above on such LIBOR
Determination Date because the Designated LIBOR Page is
no longer available, the Calculation Agent will request
the principal London offices of each of four major
banks in the London interbank market selected by such
Calculation Agent to provide such Calculation Agent
with its offered quotations for deposits in United
States Dollars for a period of three months, commencing
on such Interest Rest Date, to prime banks in the
London interbank market at approximately 11:00 a.m.,
London time, on such LIBOR Determination Date and in a
principal amount equal to an amount not less than U.S.$
1,000,000 that is representative of a single
transaction in such market at such time. If at least
two such quotations are provided, "LIBOR" for such
Interest Reset Period will be the arithmetic mean of
such quotations. If fewer than two such quotations are
provided, "LIBOR": for such Interest Reset Period will
be the arithmetic mean of rates quoted by three major
banks in The City of New York selected by the
Calculation Agent at approximately 11:00 a.m., New York
City time, on such LIBOR Determination Date for loans
in United States Dollars to leading European banks for
a period of three months, commencing on such Interest
Reset Date and in a principal amount equal to an amount
not less than U.S.$ 1,000,000 that is representative of
a single transaction in such market at such time,
provided, however, that if fewer than three banks
selected as aforesaid by such Calculation Agent are
quoting rates as mentioned in this sentence, "LIBOR"
for such Interest Reset Period will be the same as for
the immediately preceding Interest Reset Period.
Optional Redemption, Repayment and Repurchase
The Floating Rate Notes will be redeemable at the option of the
Company, in whole but not in any part thereof, at a Redemption
Price equal to 100% of the Issue Price set forth on the face of
this Pricing Supplement (such redemption an "Optional
Redemption"), on any Interest Payment Date occurring on or after
February 8, 1996 (such date an "Optional Redemption Date"). The
Company may exercise its right of Optional Redemption by
notifying the Trustee of its exercise of such option at least 30
calendar days prior to the Optional Redemption Date. At least 30
calendar days but not more than 60 calendar days prior to such
Optional Redemption Date, the Trustee shall provide notice of
such redemption to the Holder of such Floating Rate Note in
accordance with "Notices" below.
Notices
All notices to Holders of Floating Rate Notes will be deemed to
have been duly given if published on two separate Business Days
in a leading London daily newspaper (which is expected to be the
Financial Times) and, so long as the Floating Rate Notes are
listed on the Luxembourg Stock Exchange and the rules of such
exchange so require, in Luxembourg, in a newspaper of general
circulation in Luxembourg (which is expected to be the
Luxemburger Wort). Such notices shall be deemed to have been
given on the date of the first such publication.
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Global
Selling Agency Agreement between the Company and the Agents (the
"Global Selling Agency Agreement"), the Company has agreed to
sell to the Agents, and the Agents have agreed to purchase, the
Floating Rate Notes in the principal amounts specified below:
Principal
Amount of
of Floating
Agent Rate Notes
Salomon Brothers International Limited . . . $117,000,000
Bank of Tokyo Capital Markets Limited. . . . $ 3,000,000
Banque Paribas . . . . . . . . . . . . . . . $ 3,000,000
Barclays de Zoete Wedd Limited . . . . . . . $ 3,000,000
Bear, Stearns International Limited. . . . . $ 3,000,000
Citibank International plc . . . . . . . . . $ 3,000,000
CS First Boston Limited. . . . . . . . . . . $ 3,000,000
Lehman Brothers International (Europe) . . . $ 3,000,000
Midland Bank plc . . . . . . . . . . . . . . $ 3,000,000
Nomura International plc . . . . . . . . . . $ 3,000,000
PaineWebber International (UK) . . . . . . . $ 3,000,000
UBS Limited. . . . . . . . . . . . . . . . . $ 3,000,000
------------
Total. . . . . . . . . . . . . . . . . . $150,000,000
============
The Company has been advised by the Agents that the Agents
propose initially to offer the Floating Rate Notes to the public
at the public offering price set forth on the cover page of this
Pricing Supplement. After the initial public offering, the
public offering price may be changed from time to time. Out of
the commission indicated on the cover page of this Pricing
Supplement, each Agent will receive a selling concession of 0.10%
of the principal amount of Floating Rate Notes sold through it.
In compliance with United States Federal income tax laws and
regulations, the Company and each Agent have agreed that in
connection with the original issuance of any Floating Rate Note
and during the period ending 40 days after the Original Issue
Date of such Note they will not offer, sell or deliver such Note,
directly or indirectly, to a U.S. Person or to any person within
the United States and its possessions, except to the extent
permitted under U.S. Treasury regulations. Under those
regulations, Floating Rate Notes may be offered and sold during
that period to international organizations, to foreign central
banks and to foreign branches of U.S. financial institutions that
satisfy requirements prescribed by the regulations.
Confirmations sent by an Agent in connection with sales of
Floating Rate Notes need not contain certain purchaser
representations.
Each Agent has agreed that:
(i) it has not offered or sold and will not offer or sell
prior to the date six months after their date of issue any
Floating Rate Notes, having a maturity of one year of
greater, to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal
or agent) for the purposes of their business or otherwise in
circumstances which have not resulted in an offer to the
public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995:
(ii) it has complied with and will comply with all
applicable provisions of the Financial Services Act 1986
with respect to anything done by it in relation to the
Floating Rate Notes in, from or otherwise involving the
United Kingdom; and
(iii) it has only issued or passed on and will only issue
or pass on to any person in the United Kingdom any document
received by it in connection with the issue of the Floating
Rate Notes if that person is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 or is a person to
whom such document may otherwise lawfully be issued or
passed on.
There can be no assurance as to the existence of a secondary
market for any Floating Rate Notes, or that the Floating Rate
Notes will be sold.
An Agent, whether acting as agent or principal, may be deemed to
be an "underwriter" within the meaning of the Securities Act.
The Company has agreed to indemnify the Agents against certain
liabilities, including liabilities under the Securities Act, or
to contribute to payments that the Agent may be required to make
in respect thereof.
In addition to the Floating Rate Notes being offered through the
Agents as described herein, Registered Notes that may have terms
identical to the terms of the Floating Rate Notes may be
concurrently offered by the Company on a continuous basis in the
United States by Salomon Brothers Inc, as U.S. Agent pursuant to
the Global Selling Agency Agreement between the Company, Salomon
Brothers International Limited, Salomon Brothers AG, Salomon
Brothers Hong Kong Limited and Salomon Brothers Inc (the "Selling
Agency Agreement"). Pursuant to the Selling Agency Agreement,
Salomon Brothers Inc may also purchase Registered Notes as
principal for its own account or for resale.
GENERAL INFORMATION
The International Securities Identification Number and the Common
Code of the Floating Rate Notes is XS0063565674 and 6356567,
respectively. The Floating Rate Notes will be issued in
denominations of $10,000 and $100,000.
