<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996
REGISTRATION NO. 333-2897
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
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. / /
- -------
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....................................... $287,500,000(5) 100% $287,500,000(5) $99,137.93
</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.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Commission Registration Fee.......................................... $ 99,137.93
Accounting Fees...................................................... 30,000.00
Trustees', Unit Agent's, Collateral Agent's and Preferred Stock
Depositary's Fees and Expenses..................................... 16,000.00
Blue Sky Fees and Expenses........................................... 15,000.00
Printing and Engraving Fees.......................................... 175,000.00
Rating Agency Fees................................................... 40,000.00
NASD Fee............................................................. 29,250.00
NYSE Listing Fee..................................................... 32,650.00
Legal Fees and Expenses.............................................. 350,000.00
Miscellaneous........................................................ 0.00
-----------
Total Expenses.................................................. $787,037.93
-----------
-----------
</TABLE>
- ------------------
* All amounts are estimated except for the Commission registration fee and the
NASD fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article Fourteenth of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Company against certain
liabilities incurred as a result of their duties as such and Article Sixteenth
of the Company's Certificate of Incorporation provides for the elimination of
the monetary liability of directors for certain actions as such. The Company's
Certificate of Incorporation, as amended, is filed as Exhibit 4(a) to the
Registration Statement on Form S-3 (No. 2-84733) filed June 29, 1983, Exhibit 3
to the Quarterly Report on Form 10-Q for the quarter ended June 30, 1986,
Exhibit 3 to the Quarterly Report on Form 10-Q for the quarter ended June 30,
1987, Exhibit 4 to the Quarterly Report on Form 10-Q for the quarter ended
September 30, 1987, Exhibit A to Exhibit 1 to Registration Statement on Form 8-A
filed February 11, 1988, Exhibit 3 to Current Report on Form 8-K dated June 13,
1991, Exhibit 4(a) to Current Report on Form 8-K dated February 22, 1993, and
Exhibit 4(a) to Current Report on Form 8-K dated February 12, 1996.
The Company maintains insurance policies covering liabilities of directors
and officers to the extent not covered by indemnification from the Company,
subject to the conditions and exclusions of the policies, deductible provisions,
a maximum amount of coverage of $35 million and disputes with insurers about
availability of coverage.
For the undertaking with respect to indemnification, see Item 17 herein.
See the Form of Underwriting Agreement filed as Exhibit 1 for certain
indemnification provisions.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<S> <C> <C>
1 -- Form of Underwriting Agreement.+
4(a) -- Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibits 3 to
Quarterly Reports on Form 10-Q for the quarters ended June 30, 1987 and June 30, 1986, Exhibit 4(a) to
Registration Statement Number 2-84733 on Form S-3 filed June 30, 1983, Exhibit 4 to Quarterly Report
on Form 10-Q for the quarter ended September 30, 1987, Exhibit A to Exhibit 1 to Registration
Statement on Form 8-A filed February 11, 1988, Exhibit 3 to Current Report on Form 8-K dated June 13,
1991, Exhibit 4(a) to Current Report on Form 8-K dated February 22, 1993 and Exhibit 4(a) to Current
Report on Form 8-K dated February 12, 1996).
4(b) -- By-laws of the Company, as amended (incorporated by reference to Exhibit 3(b) to the Annual Report on
Form 10-K for the year ended December 31, 1995).
4(c) -- Certificate of Trust of SI Financing Trust I.**
4(d) -- Declaration of Trust of SI Financing Trust I between Salomon Inc, as Sponsor, and Nazareth A.
Festekjian, Philip U. Tremmel, Marwan A. Marshi, Chemical Bank and Chemical Bank Delaware, not in
their individual capacities but solely as Trustees.**
4(e) -- Indenture dated as of December 1, 1988 between Salomon Inc and Bankers Trust Company, as Trustee
(incorporated by reference from Exhibit 7 to the Company's Current Report on Form 8-K dated February
12, 1996).
4(f) -- First Supplemental Indenture dated as of September 7, 1990 to Indenture dated as of December 1, 1988
betweeen Salomon Inc and Bankers Trust Company, as Trustee (incorporated by reference from Exhibit
4(b) to Registration Statement No. 33-39502).
4(g) -- Second Supplemental Indenture dated as of December 14, 1993 to Indenture dated as of December 1, 1988
between Salomon Inc and Bankers Trust Company, as Trustee (incorporated by reference from Exhibit 4(m)
to Registration Statement No. 33-48199).
4(h) -- Form of Third Supplemental Indenture dated as of 1996 to Indenture dated as of December 1, 1988
between Salomon Inc and Bankers Trust Company, as Trustee.+
4(i) -- Form of Amended and Restated Declaration of Trust of SI Financing Trust I (including as an exhibit
thereto the Form of Preferred Security).+
4(j) -- Form of Subordinated Debt Security (included in exhibit 4(h).+
4(k) -- Form of Pledge Agreement between Salomon Inc, The Bank of New York, as Collateral Agent, and Chemical
Bank, as Unit Agent.+
4(l) -- Form of Unit Agreement between Salomon Inc and Chemical Bank, as Unit Agent (including as an exhibit
thereto the Form of Unit Certificate).+
4(m) -- Form of Guarantee with respect to Preferred Securities.+
4(n) -- Form of Certificate of Designations relating to the Series F Preferred Stock.+
4(o) -- Form of Certificate of Series F Preferred Stock, without par value, of the Company.+
4(p) -- Form of Deposit Agreement (including as an exhibit thereto the Form of Depositary Receipt).+
5(a) -- Opinion of Cravath, Swaine & Moore.+
5(b) -- Opinion of Morris, Nichols, Arsht & Tunnell.+
8 -- Opinion re: Tax Matters.+
12 -- Calculation of Ratios of Earnings to Fixed Charges (incorporated by reference to Exhibit 12(a) to the
Company's Annual Report on Form 10-K for the year ended December 31, 1995).
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)).+
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
24(a) -- Powers of Attorney with respect to the Company.+
24(b) -- Powers of Attorney with respect to SI Financing Trust I (included in Exhibit 4(d)).+
25(a) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bankers Trust Company, as
Trustee under the Indenture.+
25(b) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chemical Bank, as Property
Trustee under the Amended and Restated Declaration of Trust of SI Financing Trust I.+
25(c) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chemical Bank, as Guarantee
Trustee under the Guarantee of Salomon Inc for the benefit of the holders of Preferred Securities of
SI Financing Trust I.+
</TABLE>
- ------------------
** Previously filed.
+ Filed herewith.
ITEM 17. UNDERTAKINGS
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in clauses (i) and (ii) above
do not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934, as amended, that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Company's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as
amended, that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described under Item 15 above,
or otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a
II-3
<PAGE>
director, officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered hereby,
the Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.
(6) That, for purposes of determining any liability under the Securities
Act of 1933, as amended, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(7) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
<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 25TH 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 25, 1996
(Robert E. Denham) Director
* Chief Financial Officer June 25, 1996
(Jerome H. Bailey)
/s/ RICHARD J. CARBONE Principal Accounting Officer and June 25, 1996
(Richard J. Carbone) Controller
* Director June 25, 1996
(Dwayne O. Andreas)
* Director June 25, 1996
(Warren E. Buffett)
* Director June 25, 1996
(Claire M. Fagin)
* Director June 25, 1996
(John L. Haseltine)
* Director June 25, 1996
(Gedale B. Horowitz)
* Director June 25, 1996
(Deryck C. Maughan)
* Director June 25, 1996
(David O. Maxwell)
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
* Director June 25, 1996
(William F. May)
* Director June 25, 1996
(Charles T. Munger)
* Director June 25, 1996
(Shigeru Myojin)
* Director June 25, 1996
(Louis A. Simpson)
* Director June 25, 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> <C> <C>
1 -- Form of Underwriting Agreement.+
4(a) -- Certificate of Incorporation of the Company, as amended (incorporated by reference to
Exhibits 3 to Quarterly Reports on Form 10-Q for the quarters ended June 30, 1987 and
June 30, 1986, Exhibit 4(a) to Registration Statement Number 2-84733 on Form S-3
filed June 30, 1983, Exhibit 4 to Quarterly Report on Form 10-Q for the quarter ended
September 30, 1987, Exhibit A to Exhibit 1 to Registration Statement on Form 8-A
filed February 11, 1988, Exhibit 3 to Current Report on Form 8-K dated June 13, 1991,
Exhibit 4(a) to Current Report on Form 8-K dated February 22, 1993 and Exhibit 4(a)
to Current Report on Form 8-K dated February 12, 1996).
4(b) -- By-laws of the Company, as amended (incorporated by reference to Exhibit 3(b) to the
Annual Report on Form 10-K for the year ended December 31, 1995).
4(c) -- Certificate of Trust of SI Financing Trust I.**
4(d) -- Declaration of Trust of SI Financing Trust I between Salomon Inc, as Sponsor, and
Nazareth A. Festekjian, Philip U. Tremmel, Marwan A. Marshi, Chemical Bank and
Chemical Bank Delaware, not in their individual capacities but solely as Trustees.**
4(e) -- Indenture dated as of December 1, 1988 between Salomon Inc and Bankers Trust Company,
as Trustee (incorporated by reference from Exhibit 7 to the Company's Current Report
on Form 8-K dated February 12, 1996).
4(f) -- First Supplemental Indenture dated as of September 7, 1990 to Indenture dated as of
December 1, 1988 between Salomon Inc and Bankers Trust Company, as Trustee
(incorporated by reference from Exhibit 4(b) to Registration Statement No. 33-39502).
4(g) -- Second Supplemental Indenture dated as of December 14, 1993 to Indenture dated as of
December 1, 1988 between Salomon Inc and Bankers Trust Company, as Trustee
(incorporated by reference from Exhibit 4(m) to Registration Statement No. 33-48199).
4(h) -- Form of third Supplemental Indenture dated as of , 1996 to Indenture dated as
of December 1, 1988 between Salomon Inc and Bankers Trust Company, as Trustee.+
4(i) -- Form of Amended and Restated Declaration of Trust of SI Financing Trust I (including
as an exhibit thereto the Form of Preferred Security).+
4(j) -- Form of Subordinated Debt Security (included in exhibit 4(h)).+
4(k) -- Form of Pledge Agreement between Salomon Inc, The Bank of New York, as Collateral
Agent, and Chemical Bank, as Unit Agent.+
4(l) -- Form of Unit Agreement between Salomon Inc and Chemical Bank, as Unit Agent
(including as an exhibit thereto the Form of Unit Certificate).+
4(m) -- Form of Guarantee with respect to Preferred Securities.+
4(n) -- Form of Certificate of Designations relating to the Series F Preferred Stock.+
4(o) -- Form of Certificate of Series F Preferred Stock, without par value, of the Company.+
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT PAGE
NUMBER EXHIBIT -
- ------- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
4(p) -- Form of Deposit Agreement (including as an exhibit thereto the Form of Depositary Receipt).+
5(a) -- Opinion of Cravath, Swaine & Moore.+
5(b) -- Opinion of Morris, Nichols, Arsht & Tunnell.+
8 -- Opinion re: Tax Matters.
12 -- Calculation of Ratios of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12(a) to the Company's Annual Report on Form 10-K for the year ended December
31, 1995).
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 (included in Exhibit 4(d)).+
25(a) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Bankers
Trust Company, as Trustee under the Indenture.+
25(b) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chemical
Bank, as Property Trustee under the Amended and Restated Declaration of Trust of SI
Financing Trust I.+
25(c) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Chemical
Bank, as Guarantee Trustee under the Guarantee of Salomon Inc for the benefit of the
holders of Preferred Securities of SI Financing Trust I.+
</TABLE>
- ------------------
** Previously filed.
+ Filed herewith.
II-6
<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 day of 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 day of 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 day of 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 day of 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 day of 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 day of 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 day of 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
