<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<TABLE>
<S> <C> <C>
SALOMON INC DELAWARE 22-1660266
SI FINANCING TRUST I DELAWARE TO BE APPLIED FOR
(EXACT NAME OF REGISTRANT (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
AS SPECIFIED IN ITS CHARTER) OF INCORPORATION OR ORGANIZATION)
</TABLE>
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)
------------------------
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)
------------------------
COPIES TO:
<TABLE>
<S> <C>
GREGORY M. SHAW, ESQ. ALLAN G. SPERLING, ESQ.
CRAVATH, SWAINE & MOORE CLEARY, GOTTLIEB, STEEN & HAMILTON
825 EIGHTH AVENUE ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10006
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable on or after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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 (the 'Securities Act'), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /x/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering. /x/
Registration Statement No. 333-2897.
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- -------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /x/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
AMOUNT TO BE PER OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) UNIT(1)(2)(3) PRICE(1)(2)(3) FEE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units...............................................
Preferred Securities................................
Guarantee of Preferred Securities by Salomon Inc and
certain back-up undertakings(4)...................
Subordinated Debt Securities........................
Purchase Contracts..................................
Cumulative Preferred Stock Series F (without par
value)............................................
Depositary Shares...................................
- ------------------------------------------------------------------------------------------------------------------------------------
Total....................................... $57,500,000(5) 100% $57,500,000(5) $19,827.59
</TABLE>
(1) Pursuant to Rule 457(o) under the Securities Act, which permits the
registration fee to be calculated on the basis of the maximum aggregate
offering price of all the securities listed, the table does not specify by
each class information as to the amount to be registered, proposed maximum
offering price per unit or proposed maximum aggregate offering price. The
proposed maximum aggregate offering price of all the securities listed
includes the consideration required to be paid in connection with the
settlement of the Purchase Contracts.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Exclusive of accrued interest and dividends, if any.
(4) No separate consideration will be received for the Guarantee. The Guarantee
includes the rights of holders of the Preferred Securities under the
Guarantee and certain back-up undertakings, comprised of obligations of
Salomon Inc under the Indenture and pursuant to the Declaration to provide
certain indemnities in respect of, and be responsible for certain costs,
expenses, debts and liabilities of SI Financing Trust I, as described in the
Registration Statement. All obligations under the Declaration, including the
indemnity obligation, are included in the back-up undertakings.
(5) There is also being registered an indeterminate amount of all the types of
securities being registered hereunder that may be offered and sold by
affiliates of the Company, including Salomon Brothers Inc, in market-making
transactions at negotiated prices relating to prevailing market prices at
the time of sale.
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This registration statement is being filed with respect to the registration of
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the earlier effective
registration statement (file no. 333-2897) are incorporated in this registration
statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, SALOMON INC AND SI
FINANCING TRUST I EACH HEREBY 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 27TH DAY OF JUNE, 1996.
SI FINANCING TRUST I
BY: SALOMON INC, as Sponsor
By: /s/ ARNOLD S. OLSHIN
(Arnold S. Olshin, Secretary)
SALOMON INC
By: /s/ ARNOLD S. OLSHIN
(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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ------------------------ -------------------------------------- --------------
<S> <C> <C>
* Chief Executive Officer, Chairman and June 27, 1996
(Robert E. Denham) Director
* Chief Financial Officer June 27, 1996
(Jerome H. Bailey)
/s/ RICHARD J. CARBONE Principal Accounting Officer and June 27, 1996
(Richard J. Carbone) Controller
* Director June 27, 1996
(Dwayne O. Andreas)
* Director June 27, 1996
(Warren E. Buffett)
* Director June 27, 1996
(Claire M. Fagin)
* Director June 27, 1996
(John L. Haseltine)
* Director June 27, 1996
(Gedale B. Horowitz)
* Director June 27, 1996
(Deryck C. Maughan)
* Director June 27, 1996
(David O. Maxwell)
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
* Director June 27, 1996
(William F. May)
* Director June 27, 1996
(Charles T. Munger)
* Director June 27, 1996
(Shigeru Myojin)
* Director June 27, 1996
(Louis A. Simpson)
* Director June 27, 1996
(Robert G. Zeller)
</TABLE>
- ------------------
* 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.
By: /s/ ARNOLD S. OLSHIN
(Arnold S. Olshin,
Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------- ------------------------------------------------------------------------------------- ------------
<S> <C>
5(a) -- Opinion of Cravath, Swaine & Moore.+
5(b) -- Opinion of Morris, Nichols, Arsht & Tunnell.+
8 -- Opinion re: Tax Matters.+
23(a) -- Consent of Arthur Andersen LLP.+
23(b) -- Consent of Cravath, Swaine & Moore (included in Exhibits 5(a) and 8).+
23(c) -- Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5(b)).+
24(a) -- Powers of Attorney with respect to the Company.+
24(b) -- Powers of Attorney with respect to SI Financing Trust I (incorporated by reference
to Exhibit 4(d)).
</TABLE>
- ------------------
+ Filed herewith.
II-6
Exhibit 5(a)
June 27, 1996
Registration Statement on Form S-3
Registration No. 333-02897
Ladies and Gentlemen:
We have acted as special counsel for Salomon Inc, a Delaware
corporation (the "Company"), and SI Financing Trust I, a statutory
business trust created under the Business Trust Act of the State of
Delaware (the "Trust"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-3 (Registration No. 333-02897), as amended, and a
Registration Statement on Form S-3 to which this opinion relates which is to be
filed pursuant to Rule 462(b) under the Act (the "Registration Statement") for
the registration under the Act of: (a) Trust Preferred Stock(sm) (TRUPS(sm))
Units (the "Units") consisting of (i) Trust Preferred Securities (the "Preferred
Securities") issued by the Trust and (ii) Purchase Contracts of the Company
requiring the purchase of depositary shares (the "Depositary Shares") evidenced
by depositary receipts (the "Depositary Receipts"), each representing a
one-twentieth interest in a share of Cumulative Preferred Stock, Series F (the
"Series F Preferred Stock"), of the Company; (b) a guarantee by the Company on a
subordinated basis of the payment of distributions on the Preferred Securities
out of money held by the Trust and payments upon redemption of the Preferred
Securities or liquidation of the Trust, to the extent set forth in the
Registration Statement, pursuant to the Preferred Securities Guarantee Agreement
(the "Guarantee") between the Company and Chemical Bank, as Guarantee Trustee;
and (c) Subordinated Debt Securities of the Company (the "Subordinated Debt
Securities") which will be issued under
<PAGE>
an Indenture, as supplemented from time to time and as supplemented by
a Third Supplemental Indenture in respect of the Subordinated Debt
Securities (the "Indenture") between the Company and Bankers Trust
Company, as Trustee. The Units will be issued pursuant to a Unit
Agreement (the "Unit Agreement") between the Company and Chemical
Bank, as Unit Agent. The Depositary Receipts evidencing the Depositary
Shares will be issued pursuant to a Deposit Agreement (the "Deposit
Agreement") between the Company and First Chicago Trust Company of New
York, as Depositary. The Series F Preferred Stock will be issued
pursuant to a Certificate of Designations (the "Certificate of
Designations") to be filed by the Company with the Secretary of State
of the State of Delaware. Capitalized terms not otherwise defined
herein have the meanings assigned to them in the Registration
Statement.
In connection with this opinion, 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 or appropriate for the purposes of this opinion.
Based on the foregoing, we are of opinion as follows:
1. When the Unit Agreement has been duly authorized,
executed and delivered by the Company and the Unit Agent, the Unit
Agreement will constitute a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms
(subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights
generally and subject as to enforceability to general principles of
equity, regardless of whether such enforceability is sought in a
proceeding in equity or at law); and when the Units are issued in
accordance with the terms of the Unit Agreement and delivered against
payment therefor, the Units will entitle the holders thereof to the
rights specified in the Unit Agreement (subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other laws affecting creditors' rights generally and
subject as to enforceability to general principles of equity,
regardless of whether such enforceability is sought in a proceeding in
equity or at law).
<PAGE>
2. When the Purchase Contracts have been duly authorized,
executed and delivered by the Company, the Purchase Contracts will
constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms
(subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights
generally and subject as to enforceability to general principles of
equity, regardless of whether such enforceability is sought in a
proceeding in equity or at law).
3. When the Deposit Agreement has been duly authorized,
executed and delivered by the Company and the Depositary, the Deposit
Agreement will constitute a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms
(subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights
generally and subject as to enforceability to general principles of
equity, regardless of whether such enforceability is sought in a
proceeding in equity or at law); and when the Depositary Receipts are
issued in accordance with the provisions of the Deposit Agreement
against the deposit of validly issued, fully paid and nonassessable
shares of Series F Preferred Stock, such Depositary Receipts will
entitle the holders thereof to the rights specified in such Depositary
Receipts and in the Deposit Agreement (subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other laws affecting creditors' rights generally and
subject as to enforceability to general principles of equity,
regardless of whether such enforceability is sought in a proceeding in
equity or at law).
4. When the shares of the Series F Preferred Stock have been
duly and validly authorized by the Company, the Certificate of
Designations has been duly filed with the Secretary of State of the
State of Delaware and the shares of the Series F Preferred Stock have
been duly issued and delivered against payment therefor, such shares
will be validly issued, fully paid and nonassessable.
5. When the Guarantee has been duly authorized, executed and
delivered by the Company, the Guarantee will constitute a legal, valid
and binding obligation of the Company, enforceable against the Company
in accordance with its terms (subject to applicable bankruptcy,
insolvency,
<PAGE>
fraudulent transfer, reorganization, moratorium or other laws
affecting creditors' rights generally and subject as to enforceability
to general principles of equity, regardless of whether such
enforceability is sought in a proceeding in equity or at law).
6. When (a) The Subordinated Debt Securities have been duly
authorized by the Company, (b) the Third Supplemental Indenture in
respect of the Subordinated Debt Securities has been duly executed and
delivered by the Company and the Indenture Trustee and (c) the
Subordinated Debt Securities have been duly executed by the Company
and authenticated by the Indenture Trustee in accordance with the
terms of the Indenture and delivered against payment therefor, the
Subordinated Debt Securities will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other
laws affecting creditors' rights generally and subject as to
enforceability to general principles of equity, regardless of whether
such enforceability is sought in a proceeding in equity or at law).
We are members of the bar of the State of New York and
express no opinion as to any matters governed by any laws other than
the laws of the State of New York, the General Corporation Law of the
State of Delaware and the Federal laws of the United States of
America.
We know that we are referred to under the heading "LEGAL
OPINIONS" in the form of Prospectus forming a part of the Registration
Statement, and we hereby consent to the use of our name therein and to
the filing of this opinion with the Commission as Exhibit 5(a) to the
Registration Statement.
Very truly yours,
/s/ CRAVATH, SWAINE & MOORE
Salomon Inc
SI Financing Trust I
Seven World Trade Center
New York, NY 10048
Exhibit 5(b)
[Letterhead of]
MORRIS, NICHOLS, ARSHT & TUNNELL
June 27, 1996
Salomon Inc
Seven World Trade Center
New York, New York 10048
Re: SI Financing Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel to SI Financing
Trust I, a Delaware statutory business trust (the "Trust"), in
connection with certain matters relating to the organization of the
Trust and the proposed issuance of Preferred Securities to beneficial
owners pursuant to and as described in Registration Statement No.
333-2897 (and the Prospectus forming a part thereof) on Form S-3 filed
with the Securities and Exchange Commission on April 26, 1996, as
amended by Pre-Effective Amendment Nos. 1,2,3,4, and 5 thereto and the
Registration Statement on Form S-3 to which this opinion relates which is to be
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Registration Statement"). Capitalized terms used herein
and not otherwise herein defined are used as defined in the Amended and
Restated Declaration of Trust of the Trust in the form attached as an
exhibit to the Registration Statement (the "Governing Instrument").
In rendering this opinion, we have examined copies of the
following documents in the forms provided to us: the Certificate of
Trust of the Trust as filed in the Office of the Secretary of State of
the State of Delaware (the "State Office") on April 25, 1996 (the
"Certificate"); a Declaration of Trust of the Trust dated as of April
25, 1996 (the "Original Governing Instrument"); the Governing
Instrument; the Indenture dated as of December 1, 1988 between Salomon
Inc and Bankers Trust Company, as Trustee (the "Indenture"); the
Preferred Securities Guarantee by Salomon Inc; the Common Securities
Guarantee by Salomon Inc; the Third Supplemental Indenture under the
Indenture between Salomon Inc and Bankers Trust Company, as Trustee; the
Underwriting Agreement relating to the Preferred Securities between
Salomon Inc and the Trust as confirmed and accepted
<PAGE>
by Salomon Brothers Inc for itself and the other several Underwriters named
on Schedule I thereto (the "Underwriting Agreement"); the Registration
Statement; and a certificate of good standing of the Trust obtained as of a
recent date from the State Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as drafts or copies or forms of documents to be
executed and the legal capacity of natural persons to complete the execution
of documents. We have further assumed for purposes of this opinion: (i) the
due formation or organization, valid existence and good standing of each
entity (other than the Trust) that is a party to any of the documents
reviewed by us under the laws of the jurisdiction of its respective formation
or organization; (ii) the due authorization, execution and delivery by, or on
behalf of, each of the parties thereto of the above-referenced documents
(including, without limitation, the due authorization, execution and delivery
of the Governing Instrument and the Underwriting Agreement prior to the first
issuance of Preferred Securities); (iii) that no event has occurred
subsequent to the filing of the Certificate that would cause a dissolution or
liquidation of the Trust under the Original Governing Instrument or the
Governing Instrument, as applicable; (iv) that the activities of the Trust
have been and will be conducted in accordance with the Original Governing
Instrument or the Governing Instrument, as applicable, and the Delaware
Business Trust Act, 12 Del. C. ss. 3801 et seq. (the "Delaware Act"); (v)
that each Holder of Preferred Securities has made payment of the required
consideration therefor and received a Preferred Securities Certificate in
consideration thereof in accordance with the terms and conditions of the
Governing Instrument, Registration Statement and Underwriting Agreement; (vi)
that the Preferred Securities are issued and sold to the Preferred Securities
Holders in accordance with the terms, conditions, requirements and procedures
set forth in the Governing Instrument, Registration Statement and
Underwriting Agreement; and (vii) that the documents examined by us are in
full force and effect, express the entire understanding of the parties
thereto with respect to the subject matter thereof and have not been
modified, supplemented or otherwise amended, except as herein referenced. No
opinion is expressed with respect to the requirements of, or compliance with,
federal or state securities or blue sky laws. We have not participated in the
preparation of the Registration Statement or any other offering materials
relating to the Preferred Securities and we assume no responsibility for
their contents. As to any fact material to our opinion, other than those
assumed, we have relied without independent investigation on the
above-referenced documents and on the accuracy, as of the date hereof, of the
matters therein contained.
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
<PAGE>
1. The Trust is a duly organized and validly existing business
trust in good standing under the laws of the State of Delaware.
2. The Preferred Securities, upon issuance, will constitute
validly issued and, subject to the qualifications set forth in paragraph
3 below, fully paid and nonassessable beneficial interests in the Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Preferred Security Holder of the Trust, in such
capacity, will be entitled to the same limitation of personal liability
as that extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware;
provided, however, we express no opinion with respect to the liability
of any Preferred Security Holder who is, was or may become a named
Trustee of the Trust. Notwithstanding the foregoing, we note that
pursuant to Section 11.4 of the Governing Instrument, the Trust may
withhold amounts otherwise distributable to a Holder and pay over such
amounts to the applicable jurisdictions in accordance with federal,
state and local law and any amount withheld will be deemed to have been
distributed to such Holder and that, pursuant to the Governing
Instrument, Preferred Security Holders may be obligated to make payments
or provide indemnity or security under the circumstances set forth
therein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the
heading "Legal Opinions" in the Prospectus forming a part thereof. In
giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. This opinion speaks only
as of the date hereof and is based on our understandings and assumptions
as to present facts, and on our review of the above referenced documents
and the application of Delaware law as the same exist as of the date
hereof, and we undertake no obligation to update or supplement this
opinion after the date hereof for the benefit of any person or entity
with respect to any facts or circumstances that may hereafter come to
our attention or any changes in facts or law that may hereafter occur or
take effect. This opinion is intended solely for the benefit of the
addressee hereof in connection with the matters contemplated hereby and
may not be relied on by any other person or entity or for any other
purpose without our prior written consent.
Very truly yours,
/s/ MORRIS, NICHOLS, ARSHT & TUNNEL
<PAGE>
EXHIBIT 8
June 27, 1996
SALOMON INC
SI FINANCING TRUST I
TRUST PREFERRED STOCK(SERVICE MARK) UNITS
Dear Sirs:
We have acted as special federal tax counsel for Salomon Inc, a Delaware
corporation (the 'Company'), and SI Financing Trust I, a statutory business
trust created under the Business Trust Act of the State of Delaware (the
'Trust'), in connection with the preparation and filing with the Securities and
Exchange Commission (the 'Commission') under the Securities Act of 1933, as
amended (the 'Act'), of a Registration Statement on Form S-3 (No. 333-02987), as
amended and the Registration Statement on Form S-3 to which this opinion relates
which is to be filed pursuant to Rule 462(b) under the Act (the 'Registration
Statement'), for the Registration under the Act of (a) Trust Preferred
Stock(Service Mark) Units (the 'Units') consisting of Preferred Securities
issued by the Trust (the 'Preferred Securities') and Purchase Contracts of the
Company (the 'Purchase Contracts') requiring the purchase of depositary shares
(the 'Depositary Shares') each representing a one-twentieth interest in a share
of the Company's Cumulative Preferred Stock, Series F (the 'Series F Preferred
Stock'), (b) Subordinated Debt Securities (the 'Subordinated Debt Securities')
issued by the Company, and (c) the Company's Guarantee of the Preferred
Securities. Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Registration Statement.
In that connection, 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 or appropriate for the
purposes of this opinion. We assume that all transactions relating to the Trust
and the securities described in the preceding paragraph will be carried out in
accordance with the terms of the governing documents without any amendments
thereto or waiver of any terms thereof, that such documents represent the entire
agreement of the parties thereto, and that all representations and warranties
contained in such documents are true.
In addition, we have been informed by the Company of the following facts,
which we have assumed to be true and upon which we have relied, without
independent investigation, in expressing the opinions set forth below:
1. A Unit will be issued to the public for the Stated Amount of the
Preferred Securities.
2. The Preferred Securities would (if rated) be treated by one or more
major rating agencies as subordinated debt for ratings purposes. At the
time of the issuance, the Company's subordinated debt carries an investment
grade rating and therefore, the Preferred Securities would also carry an
investment grade rating, if rated. To avoid confusion by the market, the
rating agencies will most likely not rate the Preferred Securities unless
and until they are separated from the Units.
3. The interest rate on the Subordinated Debt Securities is a market
rate for subordinated debt of the Company with a 30-year term issued at par
and callable after 5 years.
4. The dividend rate on the Series F Preferred Stock represented by
the Depositary Shares is slightly above a market rate for preferred stock
of the Company issued at par and having the terms of the Series F Preferred
Stock that the Company would be required to pay if the Company were to
issue directly such preferred stock in lieu of issuance of the Units.
5. The annual fee payable under the Purchase Contracts is a market
rate.
6. Under current market conditions, if the Company accelerated the
exercise of the Purchase Contracts immediately after issuance of the Units,
immediately following such exercise the Preferred Securities standing alone
would, if traded, trade at at last $105 (due to the 5-year put
feature that first becomes effective upon acceleration of the Purchase
Contracts).
<PAGE>
7. There is a significant possibility (taking into account interest
rate levels and the credit quality of the Company) that, upon the Company's
acceleration of the Purchase Contracts, it would be in the interest of
Unitholders to pay cash for the Depositary Shares and retain the Preferred
Securities, and that in such case a market would develop for the Preferred
Securities so that a significant number of Unitholders would do so.
The question of whether a security is debt or equity for Federal income tax
purposes is inherently factual, and there is no authority concerning the tax
characterization of securities having terms similar to the Subordinated Debt
Securities. Nevertheless, based on the accuracy of the foregoing and on our
analysis of the law and the facts, in our opinion, under current law, for
Federal income tax purposes the Subordinated Debt Securities will be classified
as indebtedness of the Company. Moreover, in our opinion, and without regard to
the numbered factual statements above, the Trust will be classified as a grantor
trust for Federal income tax purposes and not as a partnership or an association
taxable as a corporation. Accordingly, each holder of a Preferred Security will
be considered the owner of an undivided interest in the Subordinated Debt
Securities and will take into account a pro rata share of all items of income,
expense or deduction of the Trust.
We express no opinion as to the possible effects on the foregoing opinions
of future changes in the law, which may be retroactive, including changes
proposed by the Clinton Administration on March 20, 1996. We assume no
obligation to modify or update this opinion to reflect future changes in the
law.
Based on the foregoing, and subject to the assumptions, qualifications and
limitations contained herein, we hereby confirm that the statements set forth in
the form of Prospectus included in the Registration Statement under the heading
'UNITED STATES FEDERAL INCOME TAXATION' accurately describe under current law
the material United States Federal income tax consequences of the purchase,
ownership and disposition of Units, Subordinated Debt Securities, Preferred
Securities, Purchase Contracts, Series F Preferred Stock and Depositary Shares
to holders who purchase Units upon their original issuance for an amount equal
to the Stated Amount of the Preferred Securities and who hold such securities as
capital assets.
We know that we are referred to under the heading 'LEGAL OPINIONS' in the
form of Prospectus forming a part of the Registration Statement, and we hereby
consent to the use of our name therein and to the filing of this opinion as
Exhibit 8 to the Registration Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
Salomon Inc
Seven World Trade Center
New York, NY 10048
2
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALOMON INC.
FORM S-3 REGISTRATION STATEMENT
File No. 333-
SI Financing Trust I
Preferred Securities
and Salomon Inc Purchase Contracts
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 (which incorporates by
reference the contents of an earlier effective Registration Statement on Form
S-3 (File No. 333-2897)) of our report dated February 6, 1996 incorporated by
reference in Salomon Inc's Form 10-K for the year ended December 31, 1995 and to
all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
June 27, 1996
<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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 21st day of April, 1996.
/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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 22nd day of April 1996.
/s/ JEROME H. BAILEY
-------------------------------
Jerome H. Bailey
<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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 22nd day of April 1996.
/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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 22nd day of April 1996.
/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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 19th day of April, 1996.
/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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 22nd day of April 1996.
/s/ JOHN L. HASELTINE
-------------------------------
John L. Haseltine
<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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 22nd day of April, 1996.
/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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 22nd day of April 1996.
/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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 19th day of April, 1996.
/s/ DAVID O. MAXWELL
-------------------------------
David O. Maxwell
<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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 19th day of April, 1996.
/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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 22nd day of April, 1996.
/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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 22nd day of April 1996.
/s/ SHIGERU MYOJIN
-------------------------------
Shigeru Myojin
<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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 22nd day of April 1996.
/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 securities, including,
without limitation, debt securities, preferred stock, preferred
stock purchase contracts, depositary shares, a guarantee and
trust issued preferred securities.
NOW, THEREFORE, I, in my capacity as a director of
Salomon Inc hereby appoint Richard J. Carbone 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 THEREOF, I have executed this instrument
this 19th day of April, 1996.
/s/ ROBERT G. ZELLER
-------------------------------
Robert G. Zeller
