<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SALOMON INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 22-1660266
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</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>
JOHN W. WHITE, ESQ. ALAN L. BELLER, 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:
At such time (from time to time) after the effective date of this Registration
Statement as agreed upon by Berkshire Hathaway Inc. ("Berkshire") and the
Underwriters in light of market conditions.
------------------------
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, 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] 333-11881
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. [ ]
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<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE REGISTRATION FEE
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Common Stock, par value $1.00 per
share................................. (1) (1)(2) $53,890,000(2) $16,330.30(2)
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</TABLE>
(1) This registration statement relates to an indeterminate number of shares of
Common Stock of Salomon Inc (the "Common Stock") that may be deliverable by
Berkshire upon exchange of exchangeable debt securities having an aggregate
public offering price of up to $53,890,000 (the "Berkshire Exchangeable Debt
Securities") that may be offered by Berkshire under a separate registration
statement or registration statements of Berkshire, plus an indeterminate
number of shares, if any, that may be deliverable upon the occurrence of
certain events to be described in the anti-dilution provisions of any
Berkshire Exchangeable Debt Securities.
(2) Because the Common Stock being registered hereunder is deliverable only upon
exchange of the Berkshire Exchangeable Debt Securities, the registration fee
has been calculated pursuant to Rule 457 based on the proposed maximum
aggregate offering price of the Berkshire Exchangeable Debt Securities.
------------------------
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.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Salomon Inc (the
"Company") with the Securities and Exchange Commission (the "Commission") (File
No. 333-11881) pursuant to the Securities Act of 1933, as amended, is
incorporated by reference into this Registration Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Exhibits.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-11881 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following which are filed
herewith:
<TABLE>
<C> <C> <S>
5 -- Opinion of Cravath, Swaine & Moore
23(a) -- Consent of Arthur Andersen LLP
23(b) -- Consent of Cravath, Swaine & Moore (included in Exhibit 5)
</TABLE>
II-1
<PAGE> 4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, SALOMON INC
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 NOVEMBER, 1996.
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
- ----------------------------------- -------------------------------- ------------------
<C> <S> <C>
* Chief Executive Officer, November 25, 1996
- ----------------------------------- Chairman and Director
(Robert E. Denham)
* Chief Financial Officer November 25, 1996
- -----------------------------------
(Jerome H. Bailey)
/s/ RICHARD J. CARBONE Principal Accounting Officer November 25, 1996
- ----------------------------------- and Controller
(Richard J. Carbone)
* Director November 25, 1996
- -----------------------------------
(Dwayne O. Andreas)
* Director November 25, 1996
- -----------------------------------
(Warren E. Buffett)
* Director November 25, 1996
- -----------------------------------
(Claire M. Fagin)
* Director November 25, 1996
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(John L. Haseltine)
* Director November 25, 1996
- -----------------------------------
(Gedale B. Horowitz)
* Director November 25, 1996
- -----------------------------------
(Deryck C. Maughan)
* Director November 25, 1996
- -----------------------------------
(David O. Maxwell)
* Director November 25, 1996
- -----------------------------------
(William F. May)
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ----------------------------------- -------------------------------- ------------------
<C> <S> <C>
* Director November 25, 1996
- -----------------------------------
(Charles T. Munger)
* Director November 25, 1996
- -----------------------------------
(Shigeru Myojin)
* Director November 25, 1996
- -----------------------------------
(Louis A. Simpson)
* Director November 25, 1996
- -----------------------------------
(Robert G. Zeller)
</TABLE>
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* 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)
II-3
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <C> <S>
5 -- Opinion of Cravath, Swaine & Moore
23(a) -- Consent of Arthur Andersen LLP
23(b) -- Consent of Cravath, Swaine & Moore (included in Exhibit 5)
</TABLE>
<PAGE> 1
[Letterhead of Cravath, Swaine & Moore]
Exhibit 5
November 25, 1996
SALOMON INC
REGISTRATION STATEMENT ON FORM S-3
Dear Ladies and Gentlemen:
We have acted as special counsel for Salomon Inc, a Delaware corporation
(the "Company"), in connection with the filing by the Company with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement") relating to an
indeterminate number of shares (the "Shares") of Common Stock, par value $1.00
per share (the "Common Stock"), of the Company, that may be deliverable by
Berkshire Hathaway Inc. ("Berkshire") upon exchange of exchangeable debt
securities in an aggregate principal amount of up to $100,000,000 (the
"Berkshire Exchangeable Debt Securities") to be offered by Berkshire. The Shares
being registered under the Registration Statement will be offered on a continued
or delayed basis pursuant to the provisions of Rule 415 under the Securities Act
of 1933 (the "Act").
In connection with the foregoing, 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 for the
purposes of this opinion, including without limitation the following: (a) the
Certificate of Incorporation, as amended, of the Company (including the
Certificate of Designation (the "Certificate of Designation") relating to the
9.00% Series A Cumulative Preferred Stock of the Company (the "Convertible
Preferred Stock")); (b) the By-laws, as amended, of the Company; (c) resolutions
of the Board of
<PAGE> 2
Directors of the Company; (d) resolutions of the stockholders of the Company;
(e) specimen certificates for the Shares; and (f) certificates of public
officials and officers and representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that:
(1) the Shares that are issued and outstanding on the date hereof have
been duly and validly authorized and issued and are fully paid and
nonassessable; and
(2) the Shares that are issuable upon conversion of the Convertible
Preferred Stock, when issued and delivered to the holder thereof in
accordance with the terms of the Certificate of Designation, will be
duly and validly authorized and issued and fully paid and
nonassessable.
We are aware that we are referred to under the heading "Legal
Opinions" in the Prospectus forming a part of the Registration Statement, and we
hereby consent to such use of our name therein and to the use of this opinion
for filing with the Registration Statement as Exhibit 5 thereto. In giving this
consent, we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act or the Rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
Salomon Inc
Seven World Trade Center
New York, NY 10048
<PAGE> 1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALOMON INC
FORM S-3 REGISTRATION STATEMENT Exhibit 23(a)
SALOMON INC
COMMON STOCK
Par Value $1.00 per share
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 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.
ARTHUR ANDERSEN LLP
New York, New York
November 25, 1996
