SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
June 28, 1996
SALOMON INC
(Exact name of registrant as specified in its charter)
1-4346
Delaware 333-2897 22-1660266
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
Seven World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
(212) 783-7000
(Registrant's Telephone No.)
SI FINANCING TRUST I
(Exact name of registrant as specified in its charter)
1-4346
Delaware 333-2897 13-7093413
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
Seven World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
(212) 783-7000
(Registrant's Telephone No.)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits
7(a) Exhibit 4(n) Certificate of Designations relating to the Series
F Preferred Stock to File No. 333-2897
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
SI Financing Trust I
By: Salomon Inc, as sponsor
Date: June 28, 1996 By: /s/ Richard J. Carbone
-----------------------------
Richard J. Carbone
Principal Accounting
Officer and Controller
Salomon Inc
(Registrant)
Date: June 28, 1996 By: /s/ Richard J. Carbone
-----------------------------
Richard J. Carbone
Principal Accounting
Officer and Controller
Page 3
EXHIBIT INDEX
7(a) Exhibit 4(n) Certificate of Designations relating to the Series F
Preferred Stock
Page 4
<PAGE>
Exhibit 4(n)
CERTIFICATE OF DESIGNATIONS
9.50% CUMULATIVE PREFERRED STOCK, SERIES F
OF
SALOMON INC
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
Salomon Inc, a corporation organized and existing
under the General Corporation Law of the State of Delaware
(the "Corporation"), hereby certifies that the Board of
Directors of the Corporation (the "Board of Directors") and
the Preferred Stock Issuance Committee of the Board of
Directors, pursuant to authority conferred upon the Board of
Directors by the provisions of the Certificate of
Incorporation, as amended, of the Corporation and by Section
151 of the General Corporation Law of the State of Delaware,
and pursuant to authority conferred upon the Preferred Stock
Issuance Committee of the Board of Directors by Section
141(c) of the General Corporation law of the State of
Delaware, by Article IV, Section 4 of the By-Laws of the
Corporation and by the resolutions of the Board of Directors
set forth herein, have adopted the following resolutions
creating a series of preferred stock, without par value, of
the Corporation, designated as 9.50% Cumulative Preferred
Stock, Series F:
1. The Board of Directors on May 14, 1991, adopted
the following resolution:
"NOW, THEREFORE, BE IT RESOLVED, that in addition
to any voting rights provided in the Corporation's
Certificate of Incorporation, as it may be amended or
restated from time to time (the "Certificate of
Incorporation"), for all series of the Corporation's
preferred stock, and any voting rights provided by law, the
holders of shares of each series of preferred stock of the
Corporation created by the Preferred Stock Issuance
Committee of the Board of Directors pursuant to the
authority granted to such committee in the resolutions
adopted by the Board of Directors on March 7, 1990 (each
such series, the "Applicable Series") shall, unless
<PAGE>
otherwise determined by resolution of the Board of
Directors, have the following voting rights:
(a) So long as any shares of the Applicable Series
shall be outstanding and unless the consent or approval
of a greater number of shares shall then be required by
law, without first obtaining the consent or approval of
the holders of at least two-thirds of the number of
then-outstanding shares of the Applicable Series, and
all other series of the Corporation's preferred stock,
without par value (collectively with the Applicable
Series, the "Preferred Stock"), voting as a single
class, given in person or by proxy at a meeting at
which the holders of such shares shall be entitled to
vote separately as a class, the Corporation shall not:
(i) authorize shares of any class or series of stock
having any preference or priority as to dividends or
upon liquidation ("Senior Stock") over the Preferred
Stock; (ii) reclassify any shares of stock of the
Corporation into shares of Senior Stock; (iii)
authorize any security exchangeable for, convertible
into, or evidencing the right to purchase any shares of
Senior Stock; (iv) amend, alter or repeal the
Certificate of Incorporation to alter or change the
preferences, rights or powers of the Preferred Stock so
as to affect the Preferred Stock adversely; provided,
however, that if any such amendment, alteration or
repeal would alter or change the preferences, rights or
powers of one or more, but not all, of the series of
the Preferred Stock at the time outstanding, the
consent or approval of the holders of at least two-
thirds of the number of the outstanding shares of each
such series so affected, similarly given, shall be
required in lieu of (or if such consent is required by
law, in addition to) the consent or approval of the
holders of at least two-thirds of the number of
outstanding shares of Preferred Stock as a class; or
(v) effect the voluntary liquidation, dissolution or
winding up of the Corporation, or the sale, lease or
exchange of all or substantially all of the assets,
property or business of the Corporation, or the merger
or consolidation of the Corporation with or into any
other corporation (except a wholly owned subsidiary of
the Corporation); provided, however, that no separate
vote of the holders of the Preferred Stock as a class
shall be required in the case of a merger or
consolidation or a sale, exchange or conveyance of all
or substantially all of the assets, property or
<PAGE>
business of the Corporation (such transactions being
hereinafter in this proviso referred to as a
"reorganization") if (A) the resulting, surviving or
acquiring corporation will have after such
reorganization no stock either authorized or
outstanding (except such stock of the Corporation as
may have been authorized or outstanding immediately
preceding such reorganization, or such stock of the
resulting, surviving or acquiring corporation as may be
issued in exchange therefor) ranking prior to, or on a
parity with, the Preferred Stock or the stock of the
resulting, surviving or acquiring corporation issued in
exchange therefor and (B) each holder of shares of
Preferred Stock immediately preceding such
reorganization will receive in exchange therefor the
same number of shares of stock, with substantially the
same preferences, rights and powers, of the resulting,
surviving, or acquiring corporation.
So long as any shares of Preferred Stock shall be
outstanding and unless the consent or approval of a
greater number of shares shall then be required by law,
without first obtaining the consent or approval of the
holders of a majority of the number of such shares at
the time outstanding, given in person or by proxy at a
meeting at which the holders of such shares shall be
entitled to vote separately as a class, the Corporation
shall not amend the provisions of its Certificate of
Incorporation so as to increase the amount of the
authorized Preferred Stock or so as to authorize any
other stock ranking on a parity with the Preferred
Stock either as to payment of dividends or upon
liquidation.
(b) If on any date a total of six quarterly
dividends on the Applicable Series have fully accrued
but have not been paid in full, the holders of shares
of the Applicable Series, together with the holders of
all other then-outstanding shares of any series of the
Preferred Stock (or any other series or class of the
Corporation's preferred stock) as to which series or
class a total of six quarterly dividends have fully
accrued but have not been paid in full and which such
series or class shall be entitled to the rights
described in this paragraph (b) (collectively,
"Defaulted Preferred Stock"), shall have the right,
voting together as a single class, to elect two
directors. Such right of the holders of Defaulted
<PAGE>
Preferred Stock to vote for the election of such two
directors may be exercised at any annual meeting or at
any special meeting called for such purpose as
hereinafter provided or at any adjournment thereof, or
by the written consent, delivered to the Secretary of
the Corporation, of the holders of a majority of all
outstanding shares of Defaulted Preferred Stock, until
dividends in default on the outstanding shares of
Defaulted Preferred Stock shall have been paid in full
(or such dividends shall have been declared and funds
sufficient therefor set apart for payment), at which
time the term of office of the two directors so elected
shall terminate automatically. So long as such right to
vote continues (and unless such right has been
exercised by written consent of the holders of a
majority of the outstanding shares of Defaulted
Preferred Stock as hereinabove authorized), the
Secretary of the Corporation may call, and upon the
written request of the holders of record of a majority
of the outstanding shares of Defaulted Preferred Stock
addressed to him at the principal office of the
Corporation shall call, a special meeting of the
holders of such shares for the election of such two
directors as provided herein. Such meeting shall be
held within 30 days after delivery of such request to
the Secretary, at the place and upon the notice
provided by law and in the By-laws for the holding of
meetings of stockholders. No such special meeting or
adjournment thereof shall be held on a date less than
30 days before an annual meeting of stockholders or any
special meeting in lieu thereof. If at any such annual
or special meeting or any adjournment thereof the
holders of a majority of the then outstanding shares of
Defaulted Preferred Stock entitled to vote in such
election shall be present or represented by proxy, or
if the holders of a majority of the outstanding shares
of Defaulted Preferred Stock shall have acted by
written consent in lieu of a meeting with respect
thereto, then the authorized number of directors shall
be increased by two, and the holders of the Defaulted
Preferred Stock shall be entitled to elect the two
additional directors. Directors so elected shall serve
until the next annual meeting or until their successors
shall be elected and shall qualify, unless the term of
office of the persons so elected as directors shall
have terminated under the circumstances set forth in
the second sentence of this paragraph (b). In case of
any vacancy occurring among the directors elected by
<PAGE>
the holders of the Defaulted Preferred Stock as a
class, the remaining director who shall have been so
elected may appoint a successor to hold office for the
unexpired term of the directors whose places shall be
vacant. If both directors so elected by the holders of
Defaulted Preferred Stock as a class shall cease to
serve as directors before their terms shall expire, the
holders of the Defaulted Preferred Stock then
outstanding and entitled to vote for such directors
may, by written consent as hereinabove provided, or at
a special meeting of such holders called as provided
above, elect successors to hold office for the
unexpired terms of the directors whose places shall be
vacant.
(c) Except as provided herein or in the
Certificate of Incorporation, or as required by law,
the holders of shares of the Applicable Series shall
have no voting rights and their consent shall not be
required for the taking of any corporate action."
2. The Board of Directors on April 22, 1996,
adopted the following resolution:
"NOW, THEREFORE, BE IT RESOLVED, that the Company
is hereby authorized to obtain financing in the aggregate
amount of up to $815,000,000 of proceeds received
(regardless of the stated liquidation amounts or principal
amounts due and payable at stated maturity of the securities
to be issued) through the public or private offering,
issuance and sale of units (the "Units") consisting of (i)
Preferred Securities (the "Trust-Issued Preferred
Securities") of a Delaware business trust (the "Trust") and
(ii) Purchase Contracts (the "Purchase Contracts") requiring
the purchase of Depositary Shares (the "Depositary Shares")
each representing a fractional interest in a share of a
series of Cumulative Preferred Stock (the "Company Preferred
Stock") of the Company, . . . [and that] the Preferred Stock
Issuance Committee be and hereby is authorized to negotiate
and determine the form, terms and provisions of the Company
Preferred Stock, including, without limitation, the
aggregate purchase price for shares of the Company Preferred
Stock, regardless of amounts due and payable upon redemption
or liquidation of the Company, the designation of the
Company Preferred Stock, the number of shares constituting
such series, the dividend rate, whether dividends are
cumulative, the currency or currency unit in which the
Company Preferred Stock will be denominated or payable, the
<PAGE>
redemption provisions, including limitations on prepayment
and prepayment penalties, the provisions for a sinking fund,
the liquidation provisions, convertibility into shares of
Common Stock of the Company, exchangeability for other
equity or debt securities and priority in relation to all
other equity securities of the Company."
3. The Board of Directors on May 1, 1996, adopted
the following resolution designating members of the
Preferred Stock Issuance Committee of the Board of
Directors:
"RESOLVED, that Warren E. Buffett be, and he
hereby is, designated Chairman and the following
Directors are hereby designated as members of the
Preferred Stock Issuance Committee, to serve at the
pleasure of the Board: Warren E. Buffett, Chairman,
Robert E. Denham, Deryck C. Maughan."
4. The Preferred Stock Issuance Committee of the
Board of Directors on June 28, 1996, adopted the following
resolution:
"RESOLVED, that a series of the class of
authorized Preferred Stock, without par value, of the
Corporation be hereby created, and that the designation and
amount thereof and the preferences and relative,
participating, optional and other special rights of the
shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:
SECTION 1. Designation and Amount. The shares of
such series shall be designated as the "9.50% Cumulative
Preferred Stock, Series F" (the "Series F Preferred Stock")
and the number of shares constituting such series shall be
690,000, which number may be increased or decreased by the
Board of Directors or a committee so authorized by the Board
of Directors without a vote of stockholders; provided,
however, that such number may not be decreased below the
number of then currently outstanding shares of Series F
Preferred Stock plus the number of shares reserved for
issuance pursuant to any outstanding Purchase Contracts
entered into by the Corporation.
SECTION 2. Dividend and Distributions. (a) The
holders of shares of Series F Preferred Stock, in preference
to the holders of shares of the Common Stock, par value $1
per share (the "Common Stock"), of the Corporation and of
<PAGE>
any other capital stock of the Corporation ranking junior
to the Series F Preferred Stock as to payment of
dividends, shall be entitled to receive, when and as
declared by the Board of Directors out of net profits or
net assets of the Corporation legally available for the
payment of dividends, cumulative cash dividends at the
annual rate of 9.50% of the liquidation preference per
share of the Series F Preferred Stock (equivalent to
$47.50 per annum per share ), and no more, in equal
quarterly payments (rounded down to the nearest cent) on
March 31, June 30, September 30 and December 31 in each
year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date which is at least 10
days after the date of original issue of the Series F
Preferred Stock.
(b) Dividends payable pursuant to paragraph (a)
of this Section 2 shall begin to accrue and be cumulative
from the date of original issue of the Series F Preferred
Stock. The amount of dividends so payable shall be
determined on the basis of twelve 30-day months and a
360-day year. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series F
Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding. The
record date for the determination of holders of shares of
Series F Preferred Stock entitled to receive payment of a
dividend declared thereon shall be the close of business
on the fifteenth day (whether or not a business day)
immediately preceding the Quarterly Dividend Payment Date
or such other date, no more than 60 days prior to the date
fixed for the payment thereof, as may be determined by the
Board of Directors or a duly authorized committee thereof.
SECTION 3. Certain Restrictions. (a) Whenever
quarterly dividends payable on shares of Series F Preferred
Stock as provided in Section 2 hereof are in arrears, thereafter
and until all accrued and unpaid dividends, whether or not
declared, on the outstanding shares of Series F Preferred Stock
shall have been paid in full or declared and set apart for
payment, the Corporation shall not: (i) declare or pay
dividends, or make any other distributions, on any shares of
Common Stock or other capital stock ranking junior (either as to
payment of dividends or distribution of assets upon liquidation,
dissolution or winding up) to the Series F Preferred Stock
("Junior Stock"), other than dividends or distributions
payable in Junior Stock; (ii) declare or pay dividends, or
make any other distributions, on any shares of capital stock
ranking on a parity (either as to payment of dividends or
distribution of assets upon liquidation, dissolution or
winding up) with the Series F Preferred Stock ("Parity
Stock"), other than dividends or distributions payable in
Junior Stock, except dividends paid ratably on the Series F
Preferred Stock and all Parity Stock on which dividends are
payable or in arrears, in proportion to the total amounts to
which the holders of all such shares are then entitled; (iii)
redeem or purchase or otherwise acquire for consideration any
shares of Junior Stock; provided, that the Corporation may at
any time redeem, purchase or otherwise acquire any shares of
Junior Stock in exchange for shares of Junior Stock; or (iv)
redeem or purchase or otherwise acquire for consideration any
shares of Series F Preferred Stock or Parity Stock, except in
accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the
respective series or classes.
(b) The Corporation shall not permit any Subsidiary
of the Corporation to purchase or otherwise acquire for
consideration any shares of capital stock of the Corporation
unless the Corporation could, pursuant to paragraph (a) of
this Section 3, purchase or otherwise acquire such shares at
such time and in such manner.
SECTION 4. Redemption. (a) The shares of Series F
Preferred Stock shall not be redeemed by the Corporation
prior to the later of June 30, 2001, and the date of issue
of the Series F Preferred Stock. The Corporation at its
option, may redeem shares of Series F Preferred Stock, as a
whole or in part, at any time or from time to time on or
after the later of June 30, 2001, and the date of issue of
the Series F Preferred Stock, at a price of $500 per share,
plus an amount per share equal to all accrued but unpaid
dividends thereon, whether or not declared, to the date
fixed for redemption (hereinafter called the "redemption
price"). The Corporation's election to redeem shares of
Series F Preferred Stock shall be expressed by resolution of
the Board of Directors. Any such redemption shall be made
upon not less than 30, nor more than 60, days notice prior
<PAGE>
to the redemption date fixed by the Board of Directors and
specified therein to holders of record of the shares of
Series F Preferred Stock to be redeemed, given as
hereinafter provided.
(b) If less than all shares of Series F Preferred
Stock at the time outstanding are to be redeemed, the shares
to be redeemed shall be selected pro rata or by lot, in such
manner as may be prescribed by resolution of the Board of
Directors.
(c) Notice of any redemption of shares of Series F
Preferred Stock shall be given by publication in a newspaper
of general circulation in the Borough of Manhattan, The City
of New York, such publication to be made not less than 30
nor more than 60 days prior to the redemption date fixed by
the Board of Directors and specified therein. A similar
notice shall be mailed by the Corporation, or its agent,
postage prepaid, not less than 30 nor more than 60 days
prior to such redemption date, addressed to the respective
holders of record of shares of Series F Preferred Stock to
be redeemed at their respective addresses as the same shall
appear on the stock transfer records of the Corporation, but
the mailing of such notice shall not be a condition of such
redemption. In order to facilitate the redemption of shares
of Series F Preferred Stock, the Board of Directors may fix
a record date for the determination of shares of Series F
Preferred Stock to be redeemed, not more than 60 days nor
less than 30 days prior to the date fixed for such
redemption.
(d) Notice having been given pursuant to paragraph
(c) of this Section 4, from and after the date specified
therein as the date of redemption, unless default shall be
made by the Corporation in providing moneys for the payment
of the redemption price pursuant to such notice, all
dividends on the Series F Preferred Stock thereby called for
redemption shall cease to accrue, and from and after the
date of redemption so specified, unless default shall be
made by the Corporation as aforesaid, or from and after the
date (if prior to the date of redemption so specified) on
which the Corporation shall provide the moneys for the
payment of the redemption price by depositing the amount
thereof with a bank or trust company doing business in the
Borough of Manhattan, The City of New York, and having a
capital and surplus of at least $10,000,000, provided that
the notice of redemption shall state the intention of the
Corporation to deposit such amount on a date prior to the
<PAGE>
date of redemption so specified in such notice, all rights
of the holders thereof as stockholders of the Corporation,
except the right to receive the redemption price (but
without interest), shall cease. Any interest allowed on
moneys so deposited shall be paid to the Corporation. Any
moneys so deposited which shall remain unclaimed by the
holders of such Series F Preferred Stock at the end of six
years after the redemption date shall become the property
of, and be paid by such bank or trust company to, the
Corporation.
SECTION 5. Reacquired Shares. Any shares of
Series F Preferred Stock redeemed, purchased or otherwise
acquired by the Corporation in any manner whatsoever shall
be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock,
without par value, of the Corporation and may be reissued
as part of another series of Preferred Stock, without par
value, of the Corporation, subject to the conditions or
restrictions on issuance set forth herein, in the
Certificate of Incorporation, in any other Certificate of
Designations creating a series of Preferred Stock or any
similar stock or as otherwise required by law.
SECTION 6. Liquidation, Dissolution or Winding
Up. (a) Upon any liquidation, dissolution or winding up of
the Corporation, no distribution shall be made (i) to the
holders of shares of Junior Stock, unless, prior thereto,
the holders of shares of Series F Preferred Stock shall
have received $500 per share, plus an amount per share
equal to all accrued but unpaid dividends thereon, whether
or not declared, to the date of such payment or (ii) to
the holders of shares of Parity Stock, except
distributions made ratably on the Series F Preferred Stock
and all such Parity Stock in proportion to the total
amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.
After payment of the full amount of the liquidating
distribution to which holders of the Series F Preferred
Stock are entitled, such holders shall have no right or
claim to any of the remaining assets of the Company.
(b) Neither the consolidation, merger or other
business combination of the Corporation with or into any
other Person or Persons, nor the sale, lease, exchange or
conveyance of all or any part of the property, assets or
business of the Corporation, shall be deemed to be a
<PAGE>
liquidation, dissolution or winding up of the Corporation
for purposes of this Section 6.
SECTION 7. Voting Rights. The holders of shares
of Series F Preferred Stock shall have the voting rights
provided for in the resolution adopted by the Board of
Directors on May 14, 1991.
SECTION 8. Definitions. For the purposes of the
Certificate of Designations of the Series F Preferred
Stock which embodies this resolution:
"Persons" shall mean any individual, firm,
corporation or other entity, and shall include any
successor (by merger or otherwise) of such entity.
"Subsidiary" of any Person means any corporation
or other entity of which a majority of the voting power of
the voting equity securities or equity interest is owned,
directly or indirectly, by such Person.
SECTION 9. Rank. The Series F Preferred Stock
shall rank, with respect to the payment of dividends and
the distribution of assets, equally with all shares of the
Series A Cumulative Convertible Preferred Stock of the
Corporation, the 9.50% Cumulative Preferred Stock, Series
C of the Corporation, the 8.08% Cumulative Preferred
Stock, Series D of the Corporation, and the 8.40%
Cumulative Preferred Stock, Series E of the Corporation
and prior to all shares of the Series B Junior
Participating Preferred Stock of the Corporation."
IN WITNESS WHEREOF, the Corporation has caused
this Certificate of Designations of 9.50% Cumulative
Preferred Stock, Series F to be duly executed by its Senior
Vice President and attested to by its Secretary and has
<PAGE>
caused its corporate seal to be affixed hereto, this 28th
day of June, 1996.
SALOMON INC
by
/s/ William J. Jennings
Name: William J. Jennings
Title: Senior Vice President
[Seal]
Attest:
/s/ Arnold S. Olshin
Secretary
