SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
November 26, 1996
SALOMON INC
(Exact name of registrant as specified in its charter)
Delaware I-4346 22-1660266
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
Seven World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
(212) 783-7000
(Registrant's Telephone No.)
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Item 5. Other Events
On November 26, 1996, the Registrant issued a press release regarding
the initial offering of Genesis Energy, L.P. shares, a copy of which is
filed herewith as Exhibit 99(a) and incorporated herein by reference in
its entirety. The offering generated a pretax gain of approximately $50
million (approximately $60 million if the underwriters' over-allotment
option is exercised in whole) to be recorded in the fourth quarter.
On November 27, 1996, the Registrant issued a press release "SB Motel
Sells 12 Hotels to Hudson Hotels for $60.2 million," a copy of which is
filed herewith as Exhibit 99(b) and incorporated herein by reference in
its entirety.
On September 12, 1996, Salomon Inc reported that Berkshire Hathaway Inc
had advised Salomon that Berkshire was considering the sale of
$400,000,000 of notes exchangeable for Salomon common stock. On
November 25 and November 26, 1996, the Securities and Exchange
Commission declared effective Salomon's Form S-3 registration
statements (Nos. 333-11881 and 333-16775) in connection with an
offering of $440,000,000 aggregate principal amount of Berkshire's
1.00% Senior Exchangeable Notes due December 2, 2001 (the "Notes").
Such Notes may be exchanged, at Berkshire's option, at maturity or upon
redemption, or, at the holder's option, during certain periods, for up
to an aggregate of 7,766,000 shares of Salomon common stock (subject to
certain anti-dilution adjustments), representing an initial exchange
price of $51.43 per share of Salomon common stock. Berkshire has
granted the underwriters of the Notes a 30-day option to purchase up to
an additional $60,000,000 aggregate principal amount of the Notes,
which may be exchangeable for up to an additional 1,059,000 shares of
Salomon common stock. Assuming that Berkshire were to deliver the
maximum number of shares of Salomon common stock deliverable upon
exchange of the Notes, Berkshire would beneficially own approximately
13,604,437 shares (12,545,437 shares if the underwriters'
over-allotment option is exercised in full) of Salomon common stock,
representing approximately 11.3% (10.4% if the underwriters'
over-allotment option is exercised in full) of the outstanding voting
power of Salomon. Berkshire has advised Salomon that its current
intention is to deliver Salomon common stock in exchange for the Notes
on those occasions when the terms of the Notes allow it to do so.
However, such intention is subject to change at any time based on a
variety of factors. The offering of the Notes closed on December 2,
1996.
Exhibits:
99(a) Press release dated November 26, 1996 regarding the
initial offering of Genesis Energy, L.P. shares.
99(b) Press release dated November 27, 1996 -
"SB Motel Sells 12 Hotels to Hudson Hotels
for $60.2 million"
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Salomon Inc
(Registrant)
Date: December 9, 1996 By: /s/ Richard J. Carbone
Controller
SALOMON INC
Seven World Trade Center, New York, New York 10048 212 783-7000
Press Contact: Robert F. Baker Jr.
(212) 783-6299
For Immediate Release
NEW YORK, NOVEMBER 26, 1996 - Salomon Inc, in a partnership with Howell
Corporation, announced today an initial offering of 7.5 million shares of
Genesis Energy MLP (GEL), an oil gathering and pipeline company based in
Houston, Texas.
Genesis has been formed to acquire, own and operate the crude oil gathering and
distribution businesses of Howell Corporation and Basis Petroleum, a subsidiary
of Salomon Inc.
The offering was co-led by Smith Barney and Salomon Brothers.
SALOMON INC
Seven World Trade Center, New York, New York 10048 212 783-7000
Press Contact: Robert F. Baker Jr.
(212) 783-6299
SB MOTEL SELLS 12 HOTELS TO HUDSON HOTELS FOR $60.2 MILLION
For Immediate Release
NEW YORK, November 27, 1996 - SB Motel Corp., an indirect wholly-owned
subsidiary of Salomon Inc, has completed the sale of twelve limited service
hotel properties to Hudson Hotels Corporation for $60.2 million. The proceeds
included $54.9 million in cash, a $2.9 million one-year note and $2.4 million of
Hudson's common stock (NASDAQ: HUDS).
The sale, which closed today, will result in Salomon Inc recording a pre-tax
gain of approximately $30 million in the 1996 fourth quarter. As a result of
this transaction, SB Motel now owns approximately 7.7% of Hudson's common stock
and will be represented on Hudson's Board of Directors.
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