FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SALOMON INC
(Exact name of registrant as specified in its charter)
Delaware 22-1660266
(State of Incorporation or organization) (IRS Employer
Identification No.)
Seven World Trade Center, New York, New York 10048
(Address of principal executive offices) (Zip Code)
If this Form relates to the
registration of a class of debt
securities and is effective
upon filing pursuant to General
Instruction A(c)(1) please
check the following box / /
If this Form relates to the
registration of a class of
debt securities and is to
become effective
simultaneously with the
effectiveness of a concurrent
registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
Depositary Shares each The New York Stock Exchange, Inc.
representing a 1/20th
interest in a share of
8.40% Cumulative Preferred
Stock, Series E
8.40% Cumulative The New York Stock Exchange, Inc.
Preferred Stock,
Series E*
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
______________________________
* Application to be made for listing, not for trading, in connection
with the registration of the Depositary Shares.
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
For a description of the securities to be registered hereunder,
reference is made to the information under the headings
"Description of Preferred Stock" and "Description of Depositary
Shares" in the registrant's Prospectus dated June 12, 1992
(Registration No. 33-48199), as supplemented by the information
under the headings "Certain Terms of the Depositary Shares" and
"Certain Terms of the Series E Preferred Stock" in the
registrant's Prospectus Supplement dated February 6, 1996, filed
on February 8, 1996, which information is hereby incorporated
herein by reference and made part of this application in its
entirety.
Item 2. EXHIBITS
1(a) Proposed form of Depositary Receipt.
1(b) Proposed form of share certificate for the registrant's 8.40%
Cumulative Preferred Stock, Series E.
2(a) Certificate of Incorporation, as amended, of the registrant
(incorporated herein by reference to Exhibit 4(a) to Registration
Statement No. 33-40600).
2(b) By-laws, as amended, of the registrant (incorporated herein by
reference to Exhibit 3.b to the registrant's Annual Report on Form
10-K for the year ended December 31, 1994.
2(c) Proposed form of Certificate of Designations relating to the
registrant's 8.40% Cumulative Preferred Stock, Series E.
2(d) Proposed form of Deposit Agreement between the registrant and
First Chicago Trust Company of New York, as depositary
(incorporated herein by reference to Exhibit 4(d) to Registration
Statement No. 33-48199).
3 Prospectus Supplement dated February 6, 1996, to the Prospectus
dated June 12, 1992 (which supplement includes therein the
Prospectus dated June 12, 1992).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SALOMON INC
Dated: February 12, 1996
By:/s/ Richard J. Carbone
Richard J. Carbone
Principal Accounting
Officer and Controller
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
1(a) Proposed form of Depositary Receipt.
1(b) Proposed form of share certificate for
the registrant's 8.40% Cumulative
Preferred Stock, Series E.
2(a) Certificate of Incorporation, as amended,
of the registrant (incorporated herein by
reference to Exhibit 4(a) to Registration
Statement No. 33-40600).
2(b) By-laws, as amended, of the registrant
(incorporated herein by reference to
Exhibit 3.b to the registrant's Annual
Report on Form 10-K for the year ended
December 31, 1994).
2(c) Proposed form of Certificate of
Designations relating to the registrant's
8.40% Cumulative Preferred Stock,
Series E.
2(d) Proposed form of Deposit Agreement
between the registrant and First Chicago
Trust Company of New York, as depositary
(incorporated herein by reference to
Exhibit 4(d) to Registration Statement
No. 33-48199).
3 Prospectus Supplement dated February 6,
1996, to the Prospectus dated June 12,
1992 (which supplement includes therein
the Prospectus dated June 12, 1992).
Exhibit 1(a)
[FORM OF FACE OF DEPOSITARY RECEIPT]
DEPOSITARY SHARES
DEPOSITARY RECEIPT
FOR
DEPOSITARY SHARES,
EACH REPRESENTING A ONE-TWENTIETH (1/20) (EACH DEPOSITARY SHARE REPRESENTS A
INTEREST IN A SHARE OF 8.40% CUMULATIVE ONE-TWENTIETH INTEREST IN A SHARE OF
PREFERRED STOCK, SERIES E 8.40% CUMULATIVE PREFERRED STOCK,
(WITHOUT PAR VALUE) SERIES E (WITHOUT PAR VALUE))
OF
SALOMON INC
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
1. FIRST CHICAGO TRUST COMPANY OF NEW YORK, a corporation duly organized and
existing under the laws of the State of New York, as Depositary (the
"Depositary"), hereby certifies that
IS THE REGISTERED OWNER OF DEPOSITARY SHARES
("Depositary Shares"), each Depositary Share representing a one-twentieth
(1/20) interest in a share of 8.40% Cumulative Preferred Stock, Series E,
without par value (the "Preferred Stock"), of Salomon Inc. a corporation
duly organized and existing under the laws of the State of Delaware (the
"Company"). Subject to the terms of the Deposit Agreement (as defined
below), each owner of a Depositary Share is entitled, proportionately,
through the Depositary, to all the rights and preferences of the Preferred
Stock relating thereto, including dividend, voting, redemption and
liquidation rights contained in the Company's Certificate of Incorporation,
as amended (the "Certificate of Incorporation"), and the certificate of
designations adopted by the Company's Board of Directors and filed with the
Secretary of State of the State of Delaware establishing the Preferred Stock
as a series of preferred stock of the Company and setting forth the number,
terms, powers, designations, rights, preferences, qualifications,
restrictions and limitations of the Preferred Stock (the "Certificate of
Designations").
2. The Deposit Agreement. Depositary Receipts (the "Receipts"), of
which this Receipt is one, are made available upon the terms and conditions
set forth in the Deposit Agreement, dated as of February 13, 1996 (the
"Deposit Agreement"), among the Company, the Depositary and the holders from
time to time of Receipts. The Deposit Agreement (copies of which are on file
at the Depositary's Office) sets forth the rights of holders of Receipts and
the rights and duties of the Depositary and the Company in respect of the
Preferred Stock deposited, and any and all other property and cash deposited
from time to time, thereunder. The statements made on the face and the
reverse of this Receipt are summaries of certain provisions of the Deposit
Agreement and are subject to the detailed provisions thereof, to which
reference is hereby made. Unless otherwise expressly herein provided, all
capitalized terms used herein shall have the meanings ascribed thereto in
the Deposit Agreement.
3. Redemption. Whenever the Company shall be permitted and shall elect
to redeem shares of Preferred Stock in accordance with the provisions of the
Certificate of Incorporation and the Certificate of Designations, it shall
(unless otherwise agreed in writing with the Depositary) give the Depositary
not less than 30 nor more than 60 days' notice of the date of such proposed
redemption of Preferred Stock. The Depositary shall mail notice of such
redemption and the proposed simultaneous redemption of the number of
Depositary Shares representing the Preferred Stock to be redeemed, first-
class postage prepaid, not less than 20 and not more than 50 days prior to
the date fixed for redemption of such Preferred Stock and Depositary Shares
(the "Redemption Date") to the record holders of the Receipts evidencing the
Depositary Shares to be so redeemed. Each such notice shall state: (a) the
Redemption Date; (b) the number of Depositary Shares to be redeemed and, if
less than all the Depositary Shares held by any such holder are to be
redeemed, the number of Depositary Shares held by such holder to the
redeemed; (c) the redemption price (which shall include full cumulative
dividends thereon to the Redemption Date); (d) the place or places where
Receipts evidencing Depositary Shares are to be surrendered for payment of
the redemption price; and (e) that dividends in respect of the Preferred
Stock underlying the Depositary Shares to be redeemed will cease to
accumulate at the close of business on such Redemption Date. In case less
than all the outstanding Depositary Shares are to be redeemed, the
Depositary Shares to be so redeemed shall be selected by lot or pro rata as
may be determined by the Depositary to be equitable. Notice having been
mailed by the Depositary as aforesaid, from and after the Redemption Date
(unless the Company shall have failed to redeem the shares of Preferred
Stock to be redeemed by it on such date), all dividends in respect to the
shares of Preferred Stock so called for redemption shall cease to
accumulate, the Depositary Shares being redeemed from such proceeds shall be
deemed no longer to be outstanding, all rights to the holders of Receipts
evidencing such Depositary Shares (except the right to receive the
redemption price), shall to the extent of such Depositary Shares, cease and
terminate, and upon surrender in accordance with such notice of the Receipts
evidencing any such Depositary Shares (properly endorsed or assigned for
transfer, if the Depositary shall so require), such Depositary Shares shall
be redeemed by the Depositary as a redemption price per Depositary Share
equal to one-twentieth of the redemption price per share paid in respect of
the shares of Preferred Stock plus all money and other property, if any,
represented by such Depositary Shares, including all amounts paid by the
Company in respect of dividends which on the Redemption Date have
accumulated on the shares of Preferred Stock to be so redeemed and have not
theretofore been paid.
4. Transfer, Split-ups, Combinations. This Receipt is transferable on
the books of the Depositary upon surrender of this Receipt to the Depositary
by the holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer, and upon such
transfer the Depositary shall execute a new Receipt to or upon the order of
the person entitled thereto, as provided in the Deposit Agreement. This
Receipt may be split into other Receipts or combined with other Receipts
into one Receipt, subject to the terms and conditions of the Deposit
Agreement evidencing the same aggregate number of Depositary Shares as the
Receipt or Receipts surrendered.
5. Surrender of Receipts and Withdrawal of Preferred Stock. The holder
of this Receipt, if this Receipt (together with any other Receipts
surrendered by such holder) represents any number of whole shares of
Preferred Stock, may withdraw the Preferred Stock and all money and other
property, if any, represented by the Receipt or Receipts so surrendered for
withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock under the Deposit Agreement or to receive
Depositary Shares therefor. If a Receipt delivered by the holder to a
Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares in excess of the number of Depositary Shares represented
hereby by surrendering this Receipt (and such other Receipts) at the
Depositary's Office or at such other offices at the Depositary may designate
for such withdrawals. Upon such surrender, the Depositary shall deliver to
such holder, or upon the order of such other person or persons designated by
such holder as provided in the Deposit Agreement, the number of whole shares
of Stock and all money and other property, if any, representing the number
of whole shares of Preferred Stock to be so withdrawn, the Depositary shall
at the same time, in addition to such number of whole shares of Preferred
Stock and such money and other property, if any, to be so withdrawn, deliver
to such holder, or (subject to the provisions of the Deposit Agreement) upon
his order, a new Receipt evidencing such excess number of Depositary Shares.
Delivery of the Preferred Stock and money and other property being withdrawn
may be made by the delivery of such certificates, documents of title and
other instruments as the Depositary may deem appropriate, which, if required
by law, shall be properly endorsed or accompanied by proper instruments of
transfer.
If the Preferred Stock and the money and other property being withdrawn
are to be delivered to a person or persons other than the record holder of
this Receipt or such other Receipts being surrendered for withdrawal of
Preferred Stock, such holder shall execute and deliver to the Depositary a
written order so directing the Depositary, and the Depositary may require
that this Receipt or such other Receipts surrendered by such holder for
withdrawal of such shares of Preferred Stock be property endorsed in blank
or accompanied by a property executed instrument of transfer in blank.
6. Suspension of Delivery, Transfer, etc. The transfer or surrender of
this Receipt may be suspended during any period when the register of
stockholders of the Company is closed or if any such action is deemed
necessary or advisable by the Depositary, any agent of the Depositary or the
Company at any time or from time to time because of any requirement of law
of any government or governmental body or commission, or under any provision
of the Deposit Agreement.
7. Payment of Taxes or Other Governmental Charges. If any tax or other
governmental charge shall become payable by or on behalf of the Depositary
with respect to this Receipt, such tax (including transfer taxes, if any) or
governmental charge shall be payable by the holder hereof, subject to
certain exceptions in the Deposit Agreement. Transfer of this Receipt may be
refused until such payment is made, and any dividends, interest payments or
other distributions may be withheld or all or any part of the Preferred
Stock or other property represented by this Receipt and not theretofore sold
may be sold for the account of the holder thereof (after attempting by
reasonable means to notify such holder prior to such sale), and such
dividends, interest payments or other distributions or the proceeds of any
such sale may be applied to any payment of such charges or expenses, the
holder of this Receipt remaining liable for any deficiency.
8. Warranty by the Company. The Company has represented and warranted
that the Preferred Stock, when issued, will be validly issued, fully paid
and nonassessable.
9. Amendment. The form of the Receipts and any provisions of the
Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they
deem necessary or desirable; provided, however, that no such amendment which
shall materially and adversely alter the rights of the holders of Receipts
shall be effective unless such amendment shall have been approved by the
holders of at least a majority of the Depositary Shares then outstanding. A
holder of a Receipt at the time any such amendment so becomes effective
shall be deemed, by continuing to hold such Receipt, to consent and agree to
such amendment and to be bound by the Deposit Agreement as amended thereby.
In no event shall any amendment impair the right, subject to the provisions
of Sections 2.05 and 2.06 of the Deposit Agreement, of the owner of the
Depositary Shares evidenced by this Receipt to surrender this Receipt with
instructions to the Depositary to deliver to the holder the number of whole
shares of the Preferred Stock and all money and other property, if any,
represented thereby, except in order to comply with mandatory provisions of
applicable law.
FIRST CHICAGO TRUST COMPANY OF NEW YORK
DEPOSITARY, TRANSFER AGENT AND REGISTRAR
BY
DATED: AUTHORIZED OFFICER
FURTHER CONDITIONS AND AGREEMENTS FORMING PART OF THIS RECEIPT APPEAR ON THE
REVERSE SIDE
<PAGE>
[Form of Reverse of Depositary Receipt]
10. Charges of Depositary. The Company will pay all transfer and other
taxes and governmental charges arising solely from the existence of the
depositary arrangements and all charges of the Depositary in connection with
the initial deposit of the Preferred Stock and the initial issuance of the
Depositary Shares and any redemption of the Preferred Stock at the option of
the Company. All other transfer and other taxes and other governmental
charges shall be at the expense of holders of Depositary Shares.
11. Title to Receipts. This Receipt (and the Depositary Shares
evidenced hereby), when properly endorsed or accompanied by a properly
executed instrument of transfer, is transferable by delivery with the same
effect as in the case of a negotiable instrument; provided, however, that
until transfer of a Receipt shall be registered on the books of the
Depositary, the Depositary may, notwithstanding any notice to the contrary,
treat the record holder hereof at such time as the absolute owner hereof for
the purpose of determining the person entitled to distributions of dividends
or other distributions or to any notice provided for in the Deposit
Agreement, and for all other purposes.
12. Dividends and Distributions. Whenever the Depositary receives any
cash dividend or other cash distribution on the Preferred Stock, the
Depositary will, subject to the provisions of the Deposit Agreement, make
such distribution to the Receipt holders as nearly as practicable in
proportion to the number of Depositary Shares evidenced by the Receipts held
by them; provided, however, that the amount distributed will be reduced by
any amounts required to be withheld by the Company or the Depositary on
account of taxes. Other distributions received on the Preferred Stock may be
distributed to holders of Receipts as provided in the Deposit Agreement.
13. Fixing of Record Date. Whenever any cash dividend or other cash
distribution shall become payable or any distribution other than cash shall
be made, or if rights, preferences or privileges shall at any time be
offered, with respect to the Preferred Stock, or whenever the Depositary
shall receive notice of (a) any meeting at which holders of Preferred Stock
are entitled to vote or of which holders of Preferred Stock are entitled to
notice or (b) any election on the part of the Company to redeem any shares
of Preferred Stock, the Depositary shall in each instance fix a record date
(which shall be the record date fixed by the Company with respect to the
Preferred Stock), for the determination of the holders of Receipts who shall
be entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, or to give instructions
for the exercise of voting rights at any such meeting, or who shall be
entitled to notice of such meeting or redemption of Preferred Stock or for
any other appropriate reasons.
14. Voting Rights. Upon receipt of notice of any meeting at which
holders of Preferred Stock are entitled to vote, the Depositary shall, as
soon as practicable thereafter, mail to the record holders of Receipts a
notice which shall contain (i) such information as is contained in such
notice of meeting and (ii) a statement that the holders may, subject to any
applicable restrictions, instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of Preferred Stock relating to their
respective Depositary Shares (including an express indication that
instructions may be given to the Depositary to give a discretionary proxy to
a person designated by the Company) and a brief statement as to the manner
in which such instructions may be given. Upon the written request of the
holders of Receipts on such record date, the Depositary shall endeavor
insofar as practicable to vote or cause to be voted, in accordance with the
instructions set forth in such request, the maximum number of whole shares
of Preferred Stock underlying the Depositary Shares evidenced by all
Receipts as to which any particular voting instructions are received. In
the absence of specific instructions from the holder of a Receipt, the
Depositary will abstain from voting (but, at its discretion, not from
appearing at any meeting with respect to such Preferred Stock unless
directed to the contrary by the holders of all the Receipt(s) to the extent
of the Preferred Stock underlying the Depositary Shares evidenced by such
Receipt.
15. Changes Affecting Deposited Securities. Upon any change in par or
stated value, split-up, combination or any other reclassification of the
Preferred Stock or upon any recapitalization, reorganization, merger,
amalgamation or consolidation or sale of all or substantially all of the
Company's assets affecting the Company or to which it is a party, the
Depositary may in its discretion with the approval of, and shall upon the
instructions of, the Company, and (in either case) in such manner as the
Depositary may deem equitable, (i) make such adjustments in (a) the fraction
of an interest in one share of Preferred Stock underlying one Depositary
Share and (b) the ratio of the redemption price per Depositary Share to the
redemption price of a share of Preferred Stock, in each case as may be
necessary fully to reflect the effect of such change in par or stated value,
split-up, combination or other reclassification of Preferred Stock, or such
recapitalization, reorganization, merger, amalgamation or consolidation or
sale and (ii) treat any securities which shall be received by the Depositary
in exchange for or upon conversion or in respect of the Preferred Stock as
new deposited securities so received in exchange for or upon conversion or
in respect of such Preferred Stock. In any such case, the Depositary may in
its discretion, with the approval of the Company, execute and deliver
additional Receipts, or it may call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new
deposited securities. Anything to the contrary herein or in the Deposit
Agreement notwithstanding, holders of Receipts shall have the right from and
after the effective date of any such change in par or stated value, split-
up, combination or other reclassification of the Preferred Stock or any such
recapitalization, reorganization, merger, amalgamation, consolidation or
sale to surrender such Receipts to the Depositary with instructions to
convert, exchange or surrender the Preferred Stock represented thereby only
into or for, as the case may be, the kind and amount of shares of stock and
other securities and property and cash into which the Preferred Stock
represented by such Receipts was converted or for which such Preferred Stock
was exchanged or surrendered after giving effect to such transaction.
16. Prevention of or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company. Neither the Depositary
nor any Depositary's Agent nor any Registrar nor the Company shall incur any
liability to any holder of any Receipt if by reason of any provision of any
present or future law or regulation thereunder of the United States of
America or any other governmental authority or, in the case of the
Depositary, the Depositary's Agent or any Registrar, by reason of any
provision, present or future, of the Certificates of Incorporation
(including the Certificate of Designations) or by reason of any act of God
or war or other circumstances beyond their control, the Depositary, the
Depositary's Agent, any Registrar or the Company shall be prevented or
forbidden from doing or performing any act or thing which the terms of the
Deposit Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent, any Registrar or the Company incur any
liability to any holder of a Receipt by reason of nonperformance or delay,
caused as aforesaid, in performance of any act or thing which by the terms
of the Deposit Agreement it is provided shall or may be done or performed,
or by reason of any exercise of, or failure to exercise, any discretion
provided for in the Deposit Agreement except, in the case of any exercise or
failure to exercise discretion not caused as aforesaid, if caused by the
negligence or willful misconduct of the party charged with such exercise or
failure to exercise.
17. Obligations of the Depositary, the Depositary's Agents, the
Registrar and the Company. Neither the Depositary nor any Depositary's Agent
nor any Registrar nor the Company assumes any obligation or shall be subject
to any liability under the Deposit Agreement to holders of Receipts other
than for its negligence or willful misconduct. Neither the Depositary nor
any Depositary's Agent nor any Registrar nor the Company shall be under any
obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of the Preferred Stock, the Depositary Shares or the
Receipts which in its opinion may involve it in expense or liability unless
indemnity satisfactory to it against all expense and liability be furnished
as often as may be required. Neither the Depositary nor any Depositary's
Agent nor any Registrar nor the Company shall be liable for any action or
any failure to act by it in reliance upon the written advice of legal
counsel or accountants, or information from any person presenting Preferred
Stock for deposit, any holder of a Receipt or, any other person believed by
it in good faith to be competent to give such information. The Depositary,
any Depositary's Agent, any Registrar and the Company may each rely and
shall each be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been
signed or presented by the proper party or parties. The Depositary shall not
be responsible for any failure to carry out any instruction to vote any of
the shares of Preferred Stock or for the manner or effect of any such vote,
as long as any such action or nonaction is in good faith. The Depositary
undertakes, and any Registrar shall be required to undertake, to perform
such duties and only such duties as are specifically set forth in the
Deposit Agreement, and no implied covenants or obligations shall be read
into the Deposit Agreement against he Depositary or any Registrar. The
Depositary will indemnify the Company against any liability which may arise
out of acts performed or omitted by the Depositary or its agents due to its
or their negligence or bad faith. The Depositary, the Depositary's Agent and
any Registrar may own and deal in any class of securities of the Company and
its affiliates and in Receipts. The Depositary may also act as transfer
agent or registrar of any of the securities of the Company and its
affiliates.
18. Resignation and Removal of Depositary. The Depositary may at any
time (i) resign by written notice of its election to do so delivered to the
Company, such resignation to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment, or (ii) be removed by the
Company by notice of such removal delivered to the Depositary, such removal
to take effect upon the appointment of a successor Depositary and its
acceptance of such appointment, all as provided in the Deposit Agreement.
19. Termination of Deposit Agreement. The Deposit Agreement may be
terminated by the Company or the Depositary only after (i) all outstanding
Depositary Shares shall have been redeemed or (ii) there shall have been
made a final distribution in respect of the Preferred Stock in connection
with any liquidation, dissolution or winding up of the Company and such
distribution shall have been distributed to the holders of Receipts. Upon
the termination of the Deposit Agreement, the Company shall be discharged
from all obligations thereunder except for its obligations to the
Depositary, any Depositary's Agent and any Registrar with respect or
indemnification, charges and expenses, in either case in accordance with the
terms of the Deposit Agreement.
20. Governing Law. THIS RECEIPT AND DEPOSIT AGREEMENT AND ALL RIGHTS
HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this Receipt
shall have been authenticated, manually or, if a Registrar for the Receipts
(other than the Depositary) shall have been appointed, by facsimile
signature of a duly authorized officer of the Depositary and, if
authenticated by facsimile signature of the Depositary, shall have been
countersigned manually by such Registrar by the signature of a duly
authorized officer.
A COPY OF THE DEPOSIT AGREEMENT AND A FULL STATEMENT OF THE
DESIGNATION, RELATIVE RIGHTS, INTERESTS, PREFERENCES AND RESTRICTIONS OF THE
PREFERRED STOCK REPRESENTED BY THIS RECEIPT AND OF EACH CLASS OF SHARES OR
SERIES THEREOF THAT THE COMPANY IS AUTHORIZED TO ISSUE WILL BE FURNISHED BY
THE COMPANY WITHOUT CHARGE, TO EACH HOLDER OF A RECEIPT UPON WRITTEN REQUEST
TO THE SECRETARY OF THE COMPANY AT SEVEN WORLD TRADE CENTER, NEW YORK, NEW
YORK 10048.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OR ASSIGNEE
_________________________
___________________________________________________________________________
Please price or typewrite name and address of assignee
___________________________________________________________________________
the within Receipt and all rights and interests represented thereby, and
hereby irrevocably constitutes and appoints
__________________________________________________________________ attorney,
to transfer the same on the books of the within named Depositary, with full
power of substitution in the premises.
___________________________________________________________________________
Dated ____________________ Signature ______________________________
ASSIGNMENT AND TRANSFER SIGNATURE LINES
NOTE: The signature to any endorsement hereon must correspond with the name
as written upon the face of this Receipt in every particular, without
alteration or enlargement or any change whatever. If the endorsement be
executed by an attorney, executor, administrator, trustee or guardian, the
person execution the endorsement must give his full title in such capacity,
and proper evidence of authority to act in such capacity, if not on file
with the Depositary, must be forwarded with this Receipt. All endorsements
or assignments of Receipts must be guaranteed by a commercial bank, trust
company, securities broker or dealer, credit union, savings association or
other eligible institution which is a member of or participant in a
signature guarantee program acceptable to the Depositary.
Exhibit 1(b)
[Form of Face of Preferred Stock Certificate]
NUMBER SHARES
E
8.40% Cumulative 8.40% Cumulative
Preferred Stock, Preferred Stock,
Series E Series E
SALOMON INC SEE REVERSE FOR
CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE
CUSIP 79549B 70 1
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY-PAID AND NON-ASSESSABLE SHARES OF 8.40% CUMULATIVE PREFERRED STOCK,
SERIES E, OF NO PAR VALUE PER SHARE OF
SALOMON INC
transferable on the books of the Corporation by the holder hereof in person,
or by duly authorized attorney, upon surrender of this certificate properly
endorsed. This certificate and the shares represented thereby are issued
and shall be subject to all of the provisions of the Certificate of
Incorporation of the Corporation as now or hereafter amended to all of which
the holder hereof by acceptance hereby assents. This certificate is not
valid unless countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated
/s/ Robert E. Denham COUNTERSIGNED AND REGISTERED:
CHAIRMAN AND CHIEF EXECUTIVE OFFICER FIRST CHICAGO TRUST COMPANY
OF NEW YORK
/s/ Arnold S. Olshin TRANSFER AGENT
SECRETARY AND REGISTRAR
[SEAL]
BY
AUTHORIZED OFFICER
<PAGE>
[Form of Reverse of Preferred Stock Certificate]
SALOMON INC
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF
THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT _______ Custodian
TEN ENT - as tenants by the _____ (Cust) (Minor)
entireties under Uniform Gifts to
JT TEN - as joint tenants with Minors Act __________
right of survivorship and (State)
not as tenants in common
Additional abbreviations may also be used though not in the above list.
For value received, ________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE
_____________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_____________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint_______________________________________
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated _____________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Exhibit 2(c)
CERTIFICATE OF DESIGNATIONS
8.40% CUMULATIVE PREFERRED STOCK, SERIES E
OF
SALOMON INC
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
Salomon Inc, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that the Board of Directors of the Corporation (the "Board of
Directors") and the Preferred Stock Issuance Committee of the Board of
Directors, pursuant to authority conferred upon the Board of Directors by
the provisions of the Certificate of Incorporation, as amended, of the
Corporation and by Section 151 of the General Corporation Law of the State
of Delaware, and pursuant to authority conferred upon the Preferred Stock
Issuance Committee of the Board of Directors by Section 141(c) of the
General Corporation law of the State of Delaware, by Article IV, Section 4
of the By-Laws of the Corporation and by the resolutions of the Board of
Directors set forth herein, have adopted the following resolutions creating
a series of preferred stock, without par value, of the Corporation,
designated as 8.40% Cumulative Preferred Stock, Series E:
1. The Board of Directors on March 7, 1990, adopted the following
resolutions authorizing the issuance and sale of up to 1,800,000 shares of
preferred stock, without par value, of the Corporation (defined therein as
the "Preferred Shares"), designating a Preferred Stock Issuance Committee of
the Board of Directors and authorizing such committee to act on behalf of
the Board of Directors in connection with the issuance and sale of such
preferred stock:
"NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby
authorized to obtain equity financing, which may be domestic or foreign
financing or a combination thereof, through the issuance and sale of
Preferred Shares; that . . . [the Preferred Stock Issuance] Committee shall
have all the powers and authority of the Board of Directors in connection
with the issuance of Preferred Shares except as otherwise required by
law . . .
FURTHER RESOLVED, that the Committee be and it hereby is
authorized to negotiate and determine . . . the terms and provisions of each
series of Preferred Shares to be issued and sold (including, but not limited
to, the aggregate purchase price for Preferred Shares of such series,
regardless of amounts due and payable upon redemption or liquidation of the
Company, the designation of such series of Preferred Shares, the number of
shares constituting such series, the dividend rate, whether dividends are
cumulative, the currency or currency unit in which such series of Preferred
Shares will be denominated or payable, the redemption provisions, including
limitations on prepayment and prepayment penalties, the provisions for a
sinking fund, the liquidation provisions, convertibility into shares of
common stock, par value $1, of the Company ("Common Shares"),
<PAGE>
2
exchangeability for other equity or debt securities, and priority in
relation to all other equity securities of the Company) . . ."
2. The Board of Directors on May 14, 1991, adopted the following
resolution:
"NOW, THEREFORE, BE IT RESOLVED, that in addition to any voting
rights provided in the Corporation's Certificate of Incorporation, as it
may be amended or restated from time to time (the "Certificate of
Incorporation"), for all series of the Corporation's preferred stock,
and any voting rights provided by law, the holders of shares of each
series of preferred stock of the Corporation created by the Preferred
Stock Issuance Committee of the Board of Directors pursuant to the
authority granted to such committee in the resolutions adopted by the
Board of Directors on March 7, 1990 (each such series, the "Applicable
Series") shall, unless otherwise determined by resolution of the Board
of Directors, have the following voting rights:
(a) So long as any shares of the Applicable Series shall be
outstanding and unless the consent or approval of a greater number of
shares shall then be required by law, without first obtaining the
consent or approval of the holders of at least two-thirds of the number
of then-outstanding shares of the Applicable Series, and all other
series of the Corporation's preferred stock, without par value
(collectively with the Applicable Series, the "Preferred Stock"),
voting as a single class, given in person or by proxy at a meeting at
which the holders of such shares shall be entitled to vote separately
as a class, the Corporation shall not: (i) authorize shares of any
class or series of stock having any preference or priority as to
dividends or upon liquidation ("Senior Stock") over the Preferred
Stock; (ii) reclassify any shares of stock of the Corporation into
shares of Senior Stock; (iii) authorize any security exchangeable for,
convertible into, or evidencing the right to purchase any shares of
Senior Stock; (iv) amend, alter or repeal the Certificate of
Incorporation to alter or change the preferences, rights or powers of
the Preferred Stock so as to affect the Preferred Stock adversely;
provided, however, that if any such amendment, alteration or repeal
would alter or change the preferences, rights or powers of one or more,
but not all, of the series of the Preferred Stock at the time
outstanding, the consent or approval of the holders of at least two-
thirds of the number of the outstanding shares of each such series so
affected, similarly given, shall be required in lieu of (or if such
consent is required by law, in addition to) the consent or approval of
the holders of at least two-thirds of the number of outstanding shares
of Preferred Stock as a class; or (v) effect the voluntary liquidation,
dissolution or winding up of the Corporation, or the sale, lease or
exchange of all or substantially all of the assets, property or
business of the Corporation, or the merger or consolidation of the
Corporation with or into any other corporation (except a wholly owned
subsidiary of the Corporation); provided, however, that no separate
vote of the holders of the Preferred Stock as a class shall be required
in the case of a merger or consolidation or a sale, exchange or
conveyance of all or substantially all of the assets, property or
business of the Corporation (such transactions being hereinafter in
this proviso referred to as a "reorganization") if (A) the resulting,
surviving or
<PAGE>
3
acquiring corporation will have after such reorganization no stock
either authorized or outstanding (except such stock of the Corporation
as may have been authorized or outstanding immediately preceding such
reorganization, or such stock of the resulting, surviving or acquiring
corporation as may be issued in exchange therefor) ranking prior to, or
on a parity with, the Preferred Stock or the stock of the resulting,
surviving or acquiring corporation issued in exchange therefor and (B)
each holder of shares of Preferred Stock immediately preceding such
reorganization will receive in exchange therefor the same number of
shares of stock, with substantially the same preferences, rights and
powers, of the resulting, surviving, or acquiring corporation.
So long as any shares of Preferred Stock shall be outstanding and
unless the consent or approval of a greater number of shares shall then
be required by law, without first obtaining the consent or approval of
the holders of a majority of the number of such shares at the time
outstanding, given in person or by proxy at a meeting at which the
holders of such shares shall be entitled to vote separately as a class,
the Corporation shall not amend the provisions of its Certificate of
Incorporation so as to increase the amount of the authorized Preferred
Stock or so as to authorize any other stock ranking on a parity with
the Preferred Stock either as to payment of dividends or upon
liquidation.
(b) If on any date a total of six quarterly dividends on the
Applicable Series have fully accrued but have not been paid in full, the
holders of shares of the Applicable Series, together with the holders of
all other then-outstanding shares of any series of the Preferred Stock
(or any other series or class of the Corporation's preferred stock) as
to which series or class a total of six quarterly dividends have fully
accrued but have not been paid in full and which such series or class
shall be entitled to the rights described in this paragraph (b)
(collectively, "Defaulted Preferred Stock"), shall have the right,
voting together as a single class, to elect two directors. Such right
of the holders of Defaulted Preferred Stock to vote for the election of
such two directors may be exercised at any annual meeting or at any
special meeting called for such purpose as hereinafter provided or at
any adjournment thereof, or by the written consent, delivered to the
Secretary of the Corporation, of the holders of a majority of all
outstanding shares of Defaulted Preferred Stock, until dividends in
default on the outstanding shares of Defaulted Preferred Stock shall
have been paid in full (or such dividends shall have been declared and
funds sufficient therefor set apart for payment), at which time the
term of office of the two directors so elected shall terminate
automatically. So long as such right to vote continues (and unless
such right has been exercised by written consent of the holders of a
majority of the outstanding shares of Defaulted Preferred Stock as
hereinabove authorized), the Secretary of the Corporation may call, and
upon the written request of the holders of record of a majority of the
outstanding shares of Defaulted Preferred Stock addressed to him at the
principal office of the Corporation shall call, a special meeting of
the holders of such shares for the election of such two directors as
provided herein. Such meeting shall be held within 30 days after
delivery of such
<PAGE>
4
request to the Secretary, at the place and upon the notice provided by
law and in the By-laws for the holding of meetings of stockholders. No
such special meeting or adjournment thereof shall be held on a date less
than 30 days before an annual meeting of stockholders or any special
meeting in lieu thereof. If at any such annual or special meeting or
any adjournment thereof the holders of a majority of the then
outstanding shares of Defaulted Preferred Stock entitled to vote in such
election shall be present or represented by proxy, or if the holders of
a majority of the outstanding shares of Defaulted Preferred Stock shall
have acted by written consent in lieu of a meeting with respect thereto,
then the authorized number of directors shall be increased by two, and
the holders of the Defaulted Preferred Stock shall be entitled to elect
the two additional directors. Directors so elected shall serve until
the next annual meeting or until their successors shall be elected and
shall qualify, unless the term of office of the persons so elected as
directors shall have terminated under the circumstances set forth in the
second sentence of this paragraph (b). In case of any vacancy occurring
among the directors elected by the holders of the Defaulted Preferred
Stock as a class, the remaining director who shall have been so elected
may appoint a successor to hold office for the unexpired term of the
directors whose places shall be vacant. If both directors so elected by
the holders of Defaulted Preferred Stock as a class shall cease to serve
as directors before their terms shall expire, the holders of the
Defaulted Preferred Stock then outstanding and entitled to vote for such
directors may, by written consent as hereinabove provided, or at a
special meeting of such holders called as provided above, elect
successors to hold office for the unexpired terms of the directors whose
places shall be vacant.
(c) Except as provided herein or in the Certificate of
Incorporation, or as required by law, the holders of shares of the
Applicable Series shall have no voting rights and their consent shall
not be required for the taking of any corporate action."
3. The Board of Directors on May 3, 1995, adopted the following
resolution designating members of the Preferred Stock Issuance Committee of
the Board of Directors:
"RESOLVED, that Warren E. Buffett be, and he hereby is, designated
Chairman and the following Directors are hereby designated as members
of the Preferred Stock Issuance Committee, to serve at the pleasure of
the Board: Warren E. Buffett, Chairman, Robert E. Denham, Deryck C.
Maughan."
4. The Preferred Stock Issuance Committee of the Board of
Directors on February 6, 1996, adopted the following resolution:
"RESOLVED, that a series of the class of authorized Preferred
Stock, without par value, of the Corporation be hereby created, and that the
designation and amount thereof and the preferences and relative,
participating, optional and other
<PAGE>
5
special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:
SECTION 1. Designation and Amount. The shares of such series
shall be designated as the "8.40% Cumulative Preferred Stock, Series E" (the
"Series E Preferred Stock") and the number of shares constituting such
series shall be 500,000, which number may be increased or decreased by the
Board of Directors or a committee so authorized by the Board of Directors
without a vote of stockholders; provided, however, that such number may not
be decreased below the number of then currently outstanding shares of
Series E Preferred Stock.
SECTION 2. Dividend and Distributions. (a) The holders of
shares of Series E Preferred Stock, in preference to the holders of shares
of the Common Stock, par value $1 per share (the "Common Stock"), of the
Corporation and of any other capital stock of the Corporation ranking junior
to the Series E Preferred Stock as to payment of dividends, shall be
entitled to receive, when and as declared by the Board of Directors out of
net profits or net assets of the Corporation legally available for the
payment of dividends, cumulative cash dividends in the amount of $42.00 per
share, and no more, in equal quarterly payments on March 31, June 30,
September 30 and December 31 in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date which is at least 10 days after the date of
original issue of the Series E Preferred Stock; provided, however, that with
respect to such first Quarterly Dividend Payment Date, the holders of shares
of Series E Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors out of net profits or net assets of the
Corporation legally available for the payment of dividends, a cumulative
cash dividend in the amount of $5.60 per share (as to each holder of
shares, such dividend payment with respect to the aggregate number of shares
of Series E Preferred Stock held by such holder to be rounded down to the
nearest full cent), and no more.
(b) Dividends payable pursuant to paragraph (a) of this Section 2
shall begin to accrue and be cumulative from the date of original issue of
the Series E Preferred Stock. The amount of dividends so payable shall be
determined on the basis of twelve 30-day months and a 360-day year. Accrued
but unpaid dividends shall not bear interest. Dividends paid on the shares
of Series E Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding. The record date for the determination of holders of shares of
Series E Preferred Stock entitled to receive payment of a dividend declared
thereon shall be the close of business on the fifteenth day (whether or not
a business day) next preceding the Quarterly Dividend Payment Date or such
other date, no more than 60 days prior to the date fixed for the payment
thereof, as may be determined by the Board of Directors or a duly authorized
committee thereof.
SECTION 3. Certain Restrictions. (a) Whenever quarterly
dividends payable on shares of Series E Preferred Stock as provided in
Section 2 hereof are in arrears, thereafter and until all accrued and unpaid
dividends, whether or not declared, on the outstanding shares of Series E
Preferred Stock shall have been paid in full or declared and set apart for
payment, the
<PAGE>
6
Corporation shall not: (i) declare or pay dividends, or make any other
distributions, on any shares of Common Stock or other capital stock ranking
junior (either as to payment of dividends or distribution of assets upon
liquidation, dissolution or winding up) to the Series E Preferred Stock
("Junior Stock"), other than dividends or distributions payable in Junior
Stock; (ii) declare or pay dividends, or make any other distributions, on any
shares of capital stock ranking on a parity (either as to payment of
dividends or distribution of assets upon liquidation, dissolution or winding
up) with the Series E Preferred Stock ("Parity Stock"), other than dividends
or distributions payable in Junior Stock, except dividends paid ratably on
the Series E Preferred Stock and all Parity Stock on which dividends are
payable or in arrears, in proportion to the total amounts to which the
holders of all such shares are then entitled; (iii) redeem or purchase or
otherwise acquire for consideration any shares of Junior Stock; provided,
that the Corporation may at any time redeem, purchase or otherwise acquire
any shares of Junior Stock in exchange for shares of Junior Stock; or (iv)
redeem or purchase or otherwise acquire for consideration any shares of
Series E Preferred Stock or Parity Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment
among the respective series or classes.
(b) The Corporation shall not permit any Subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
capital stock of the Corporation unless the Corporation could, pursuant to
paragraph (a) of this Section 3, purchase or otherwise acquire such shares
at such time and in such manner.
SECTION 4. Redemption. (a) The shares of Series E Preferred
Stock shall not be redeemed by the Corporation prior to March 31, 2001. The
Corporation at its option, may redeem shares of Series E Preferred Stock, as
a whole or in part, at any time or from time to time on or after March 31,
2001, at a price of $500 per share, plus an amount per share equal to all
accrued but unpaid dividends thereon, whether or not declared, to the date
fixed for redemption (hereinafter called the "redemption price"). The
Corporation's election to redeem shares of Series E Preferred Stock shall be
expressed by resolution of the Board of Directors. Any such redemption
shall be made upon not less than 30, nor more than 60, days' previous notice
to holders of record of the shares of Series E Preferred Stock to be
redeemed, given as hereinafter provided.
(b) If less than all shares of Series E Preferred Stock at the
time outstanding are to be redeemed, the shares to be redeemed shall be
selected pro rata or by lot, in such manner as may be prescribed by
resolution of the Board of Directors.
(c) Notice of any redemption of shares of Series E Preferred
Stock shall be given by publication in a newspaper of general circulation in
the Borough of Manhattan, The City of New York, such publication to be made
not less than 30 nor more than 60 days prior to the redemption date fixed by
the Board of Directors and specified therein. A similar notice shall be
mailed by the Corporation, postage prepaid, not less than 30 nor
<PAGE>
7
more than 60 days prior to such redemption date, addressed to the
respective holders of record of shares of Series E Preferred Stock to be
redeemed at their respective addresses as the same shall appear on the stock
transfer records of the Corporation, but the mailing of such notice shall not
be a condition of such redemption. In order to facilitate the redemption of
shares of Series E Preferred Stock, the Board of Directors may fix a record
date for the determination of shares of Series E Preferred Stock to be
redeemed, not more than 60 days nor less than 30 days prior to the date fixed
for such redemption.
(d) Notice having been given pursuant to paragraph (c) of this Section 4,
from and after the date specified therein as the date of redemption, unless
default shall be made by the Corporation in providing moneys for the payment
of the redemption price pursuant to such notice, all dividends on the Series
E Preferred Stock thereby called for redemption shall cease to accrue, and
from and after the date of redemption so specified, unless default shall be
made by the Corporation as aforesaid, or from and after the date (if prior to
the date of redemption so specified) on which the Corporation shall provide
the moneys for the payment of the redemption price by depositing the amount
thereof with a bank or trust company doing business in the Borough of
Manhattan, The City of New York, and having a capital and surplus of at least
$10,000,000, provided that the notice of redemption shall state the intention
of the Corporation to deposit such amount on a date prior to the date of
redemption so specified in such notice, all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price (but without interest), shall cease. Any interest allowed on moneys so
deposited shall be paid to the Corporation. Any moneys so deposited which
shall remain unclaimed by the holders of such Series E Preferred Stock at the
end of six years after the redemption date shall become the property of, and
be paid by such bank or trust company to, the Corporation.
SECTION 5. Reacquired Shares. Any shares of Series E Preferred
Stock redeemed, purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock, without par value, of the
Corporation and may be reissued as part of another series of Preferred
Stock, without par value, of the Corporation, subject to the conditions or
restrictions on issuance set forth herein, in the Certificate of
Incorporation, in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.
SECTION 6. Liquidation, Dissolution or Winding Up. (a) Upon any
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (i) to the holders of shares of Junior Stock, unless, prior
thereto, the holders of shares of Series E Preferred Stock shall have
received $500 per share, plus an amount per share equal to all accrued but
unpaid dividends thereon, whether or not declared, to the date of such
payment or (ii) to the holders of shares of Parity Stock, except
distributions made ratably on the Series E Preferred Stock and all such
Parity Stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.
<PAGE>
8
(b) Neither the consolidation, merger or other business
combination of the Corporation with or into any other Person or Persons, nor
the sale, lease, exchange or conveyance of all or any part of the property,
assets or business of the Corporation, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Section 6.
SECTION 7. Voting Rights. The holders of shares of Series E
Preferred Stock shall have the voting rights provided for in the resolution
adopted by the Board of Directors on May 14, 1991.
SECTION 8. Definitions. For the purposes of the Certificate of
Designations of the Series E Preferred Stock which embodies this resolution:
"Persons" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such
entity.
"Subsidiary" of any Person means any corporation or other entity
of which a majority of the voting power of the voting equity securities or
equity interest is owned, directly or indirectly, by such Person.
SECTION 9. Rank. The Series E Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, equally
with all shares of the Series A Cumulative Convertible Preferred Stock of
the Corporation, the 9.50% Cumulative Preferred Stock, Series C of the
Corporation and the 8.08% Cumulative Preferred Stock, Series D of the
Corporation and prior to all shares of the Series B Junior Participating
Preferred Stock of the Corporation."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations of 8.40% Cumulative Preferred Stock, Series E to be duly
executed by its Senior Vice President and attested to by its Secretary and
has caused its corporate seal to be affixed hereto, this 6th day of February,
1996.
SALOMON INC
by
--------------------------
[Seal]
Attest:
---------------------------
Secretary
<PAGE>
Rule 424(b)(2)
Registration No. 33-48199
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 12, 1992)
10,000,000 SHARES
SALOMON INC
DEPOSITARY SHARES
EACH REPRESENTING A ONE-TWENTIETH INTEREST IN A SHARE OF
8.40% CUMULATIVE PREFERRED STOCK, SERIES E
Each of the 10,000,000 Depositary Shares offered hereby (the 'Depositary
Shares') represents a one-twentieth interest in a share of 8.40% Cumulative
Preferred Stock, Series E, liquidation preference $500 per share (the 'Series E
Preferred Stock'), of Salomon Inc (the 'Company') deposited with the Depositary
(as defined herein) and entitles the holder to all proportional rights and
preferences of the Series E Preferred Stock (including dividend, voting,
redemption and liquidation rights). The proportionate liquidation preference of
each Depositary Share is $25. See 'Certain Terms of the Depositary Shares'.
Dividends on the Series E Preferred Stock are cumulative from the date of issue
and are payable quarterly, commencing March 31, 1996 at the rate of 8.40% per
annum (equivalent to $2.10 per annum per Depositary Share). See 'Certain Terms
of the Series E Preferred Stock--Dividends and Distributions'.
The Series E Preferred Stock may not be redeemed prior to March 31, 2001. The
Series E Preferred Stock will be redeemable as provided herein at the option of
the Company at any time on or after March 31, 2001, in whole or in part, at a
redemption price of $500 per share (equivalent to $25 per Depositary Share),
plus accrued and unpaid dividends to the redemption date.
Application will be made to list the Depositary Shares on the New York Stock
Exchange (the 'NYSE'). The Series E Preferred Stock will not be listed and the
Company does not expect that there will be any trading market for the Series E
Preferred Stock except as represented by the Depositary Shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(2)(3)
<S> <C> <C> <C>
Per Depositary Share.............................................. $25.0000 $.7875 $24.2125
Total............................................................. $250,000,000 $7,875,000 $242,125,000
</TABLE>
- --------------------------------------------------------------------------------
(1) Plus accrued dividends, if any, from the date of issue.
(2) The Underwriting Discount will be $.5875 for each Depositary Share sold to
certain institutions. Therefore, to the extent that Depositary Shares are
sold to such institutions, the actual Total Underwriting Discount will be
less than, and the actual Total Proceeds to Company will be greater than,
the amounts shown.
(3) Before deducting expenses payable by the Company estimated at $300,000.
The Depositary Shares are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the Depositary Receipts (as defined herein)
evidencing the Depositary Shares will be made in certificated form at the
offices of Salomon Brothers Inc, Seven World Trade Center, New York, New York,
or through the facilities of The Depository Trust Company, on or about February
13, 1996.
Following the initial offering of the Depositary Shares and subject to obtaining
the approval of the NYSE, the Company or one or more of its subsidiaries may
from time to time purchase or acquire a position in the Depositary Shares and
may, at its option, hold or resell such Depositary Shares. Salomon Brothers Inc,
an indirect wholly owned subsidiary of the Company, expects to offer and sell
previously issued Depositary Shares in the course of its business as a
broker-dealer. Salomon Brothers Inc may act as principal or agent in such
transactions. The accompanying Prospectus and this Prospectus Supplement may be
used by the Company or any of its subsidiaries, including Salomon Brothers Inc,
in connection with such transactions. Such sales, if any, will be made at
varying prices related to prevailing market prices at the time of sale.
SALOMON BROTHERS INC
DEAN WITTER REYNOLDS INC.
A.G. EDWARDS & SONS, INC.
MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.
The date of this Prospectus Supplement is February 6, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEPOSITARY
SHARES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE,
IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Securities and
Exchange Commission (the 'Commission') pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (File No. 1-4346), are incorporated herein by
reference: (i) the Annual Report on Form 10-K for the year ended December 31,
1994; (ii) the Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995; and (iii) the Current Reports on
Form 8-K dated February 2, 1995, February 27, 1995, April 25, 1995, July 11,
1995, July 20, 1995, October 19, 1995, December 4, 1995, December 8, 1995 and
January 23, 1996. See 'Incorporation of Certain Documents by Reference' in the
Prospectus.
RECENT DEVELOPMENTS
On January 23, 1996, the Company announced fourth quarter 1995 net income
of $168 million. For the year ended December 31, 1995, the Company recorded net
income of $457 million, compared to a net loss of $399 million in the same
period a year ago. Fully diluted earnings per share were $1.32 and $3.50 for the
three and twelve month periods ended December 31, 1995, respectively. Book value
per common share was $35.84 at December 31, 1995.
USE OF PROCEEDS
The proceeds to be received by the Company from the sale of the Depositary
Shares representing the Series E Preferred Stock will be used for general
corporate purposes, to fund investments in, or extensions of credit to, its
subsidiaries, as well as to supplement capital needs.
CERTAIN TERMS OF THE DEPOSITARY SHARES
The following summary description of the Depositary Shares offered hereby
supplements the description of the terms of the Depositary Shares set forth
under the heading 'Description of Depositary Shares' in the accompanying
Prospectus, to which description reference is hereby made. The summary
description of the Depositary Shares set forth below does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Deposit Agreement referred to below, the form of which (including the form of
Depositary Receipt (as defined below)) is filed as an exhibit or incorporated by
reference in the Registration Statement of which this Prospectus Supplement
forms a part.
Each Depositary Share represents a one-twentieth interest in a share of
Series E Preferred Stock. The shares of Series E Preferred Stock underlying the
Depositary Shares will be deposited with First Chicago Trust Company of New
York, as Depositary (the 'Depositary'), under a Deposit Agreement (the 'Deposit
Agreement') among the Company, the Depositary and the holders from time to time
of the depositary receipts issued by the Depositary thereunder (the 'Depositary
Receipts'). The Depositary Receipts so issued will evidence the Depositary
Shares. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled through the Depositary, in proportion to the
one-twentieth interest in a share of Series E Preferred Stock underlying such
Depositary Share, to all rights and preferences of a share of Series E Preferred
Stock (including dividend, voting, redemption and liquidation rights). Since
each share of Series E Preferred Stock entitles the holder thereof to one vote
on matters on which the Series E Preferred Stock is entitled to vote, each
Depositary Share will, in effect, entitle the holder thereof to one-twentieth of
a vote thereon, rather than one full vote. The principal office of the
Depositary is currently located at 14 Wall Street, New York, New York. See
'Certain Terms of the Series E Preferred Stock--Voting Rights' below and
'Description of Preferred Stock--Voting Rights' and 'Description of Depositary
Shares' in the accompanying Prospectus.
S-2
<PAGE>
First Chicago Trust Company of New York will be the transfer agent and
registrar for the Depositary Shares.
CERTAIN TERMS OF THE SERIES E PREFERRED STOCK
The following description of certain terms of the Series E Preferred Stock
supplements the description of the general terms and provisions of the preferred
stock of the Company set forth under the heading 'Description of Preferred
Stock' in the accompanying Prospectus. The Series E Preferred Stock is a series
of the preferred stock, without par value, of the Company, which preferred stock
may be issued from time to time in one or more series with such rights,
preferences and limitations as are determined by the Company's Board of
Directors (the 'Board of Directors') or a duly authorized committee thereof. The
description of certain provisions of the Series E Preferred Stock set forth
below does not purport to be complete and is subject to and qualified in its
entirety by reference to the Certificate of Designations relating to the Series
E Preferred Stock, which is filed as an exhibit or incorporated by reference in
the Registration Statement of which this Prospectus Supplement forms a part.
GENERAL
The Series E Preferred Stock will on the date of original issue rank on a
parity as to payment of dividends and distribution of assets upon dissolution,
liquidation or winding up of the Company with each other outstanding series of
preferred stock of the Company. See 'Description of Preferred Stock' in the
accompanying Prospectus. The Series E Preferred Stock will rank prior to the
Common Stock, $1.00 par value, of the Company (the 'Common Stock') and, when and
if issued, to shares of Series B Junior Participating Preferred Stock as to the
payment of dividends and distribution of assets upon dissolution, liquidation or
winding up of the Company.
As of the date of this Prospectus Supplement, the Company is authorized by
its Certificate of Incorporation (as amended), to issue 5,000,000 shares of
preferred stock, without par value. On February 2, 1996, there were 560,000
shares of the Company's Series A Cumulative Convertible Preferred Stock, 225,000
shares of the Company's 9.50% Cumulative Preferred Stock, Series C and 400,000
shares of the Company's 8.08% Cumulative Preferred Stock, Series D outstanding.
The 8.08% Cumulative Preferred Stock, Series D, the 9.50% Cumulative Preferred
Stock, Series C and the Series A Cumulative Convertible Preferred Stock rank on
a parity as to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up. There are currently reserved for
issuance up to 2,500,000 shares of Series B Junior Participating Preferred Stock
of the Company, which shares are issuable upon the exercise of certain preferred
share purchase rights. See 'Description of Preferred Stock--General' in the
accompanying Prospectus.
DIVIDENDS AND DISTRIBUTIONS
The holders of shares of Series E Preferred Stock will be entitled to
receive, when and as declared by the Board of Directors out of net profits or
net assets of the Company legally available for the payment of dividends,
cumulative cash dividends at the annual rate of 8.40% of the liquidation
preference per share of Series E Preferred Stock (equivalent to $42.00 per annum
per share of Series E Preferred Stock and $2.10 per annum per Depositary Share),
and no more, in equal quarterly payments (rounded down to the nearest cent) on
March 31, June 30, September 30 and December 31 in each year, commencing on
March 31, 1996, except that with respect to the first dividend payment date on
March 31, 1996, the holders will be entitled to receive, when and as declared by
the Board of Directors as provided above, a dividend of $5.60 per share of
Series E Preferred Stock (equivalent to $.28 per Depositary Share). See
'Description of Depositary Shares--Dividends and Other Distributions' in the
accompanying Prospectus regarding the deferral of distributions of amounts that
are fractions of one cent. Dividends will be payable to the holders of record at
the close of business on the fifteenth day (whether or not a business day) next
preceding a dividend payment date or such other date, no more than 60 days prior
to a dividend payment date, as may be determined by the Board of Directors or a
duly authorized committee thereof. The record date for the first dividend
payable on March 31, 1996 will be March 18, 1996.
S-3
<PAGE>
Dividends payable on the Series E Preferred Stock will begin to accrue and
be cumulative from the date of original issue. The amount of dividends payable
for any period shorter than a full quarterly dividend period will be determined
on the basis of twelve 30-day months and a 360-day year. Accrued but unpaid
dividends will not bear interest. Dividends paid on the shares of Series E
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable will be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.
Whenever quarterly dividends payable on shares of Series E Preferred Stock
are in arrears, thereafter and until all accrued and unpaid dividends, whether
or not declared, on the outstanding shares of Series E Preferred Stock have been
paid in full or declared and set apart for payment, the Company will not: (i)
declare or pay dividends, or make any other distributions, on any shares of
Common Stock or other capital stock ranking junior (either as to payment of
dividends or distribution of assets upon liquidation, dissolution or winding up)
to the Series E Preferred Stock ('Junior Stock'), other than dividends or
distributions payable in Junior Stock; (ii) declare or pay dividends, or make
any other distributions, on any shares of capital stock ranking on a parity
(either as to payment of dividends or distribution of assets upon liquidation,
dissolution or winding up) with the Series E Preferred Stock ('Parity Stock'),
other than dividends or distributions payable in Junior Stock, and other than
dividends paid ratably on the Series E Preferred Stock and all Parity Stock on
which dividends are payable or in arrears, in proportion to the total amounts to
which the holders of all such shares are then entitled; (iii) redeem or purchase
or otherwise acquire for consideration any shares of Junior Stock, provided that
the Company may at any time redeem, purchase or otherwise acquire any shares of
Junior Stock in exchange for shares of Junior Stock; or (iv) redeem or purchase
or otherwise acquire for consideration any shares of Series E Preferred Stock or
Parity Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes. See
'Description of Preferred Stock--Dividends' in the accompanying Prospectus.
LIQUIDATION RIGHTS
Upon any liquidation, dissolution or winding up of the Company, no
distribution will be made (i) to the holders of shares of Junior Stock, unless,
prior thereto, the holders of shares of Series E Preferred Stock shall have
received $500 per share (equivalent to $25 per Depositary Share), plus an amount
per share equal to all accrued but unpaid dividends thereon, whether or not
declared, to the date of such payment or (ii) to the holders of shares of Parity
Stock, except distributions made ratably on the Series E Preferred Stock and all
such Parity Stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up. After
payment of the full amount of the liquidating distribution to which holders of
the Series E Preferred Stock are entitled, such holders will have no right or
claim to any of the remaining assets of the Company. See 'Description of
Preferred Stock--Liquidation Rights' in the accompanying Prospectus.
REDEMPTION
The shares of the Series E Preferred Stock may not be redeemed by the
Company prior to March 31, 2001. The Company, at its option, may redeem shares
of Series E Preferred Stock, as a whole or in part, at any time or from time to
time on or after March 31, 2001, at a price of $500 per share, plus an amount
per share equal to all accrued but unpaid dividends thereon, whether or not
declared, to the date fixed for redemption. See 'Description of Preferred
Stock--Redemption' in the accompanying Prospectus.
VOTING RIGHTS
Holders of the Series E Preferred Stock will have no voting rights except
as set forth below or as otherwise from time to time required by law.
If on any date a total of six quarterly dividends on the Series E Preferred
Stock have fully accrued but have not been paid in full, the holders of shares
of the Series E Preferred Stock, together with the
S-4
<PAGE>
holders of all other then-outstanding shares of any series or class of preferred
stock of the Company as to which series or class a total of six quarterly
dividends have fully accrued but have not been paid in full and which series or
class is entitled to the rights described in this paragraph (collectively,
'Defaulted Preferred Stock'), will have the right, voting together as a class,
to elect two directors to the Board of Directors. Such right of the holders of
Defaulted Preferred Stock to vote for the election of such two directors may be
exercised at any annual meeting or at any special meeting called for such
purpose as hereinafter provided or at any adjournment thereof, or by the written
consent, delivered to the Secretary of the Company, of the holders of a majority
of all outstanding shares of Defaulted Preferred Stock, until dividends in
default on the outstanding shares of Defaulted Preferred Stock have been paid in
full (or such dividends have been declared and funds sufficient therefor set
apart for payment), at which time the term of office of the two directors so
elected will terminate automatically. So long as such right to elect two
directors continues (and unless such right has been exercised by written consent
of the holders of a majority of the outstanding shares of Defaulted Preferred
Stock), the Secretary of the Company may call, and upon the written request of
the holders of record of a majority of the outstanding shares of Defaulted
Preferred Stock addressed to him at the principal office of the Company will be
required to call, a special meeting of the holders of such shares for election
of such two directors. Such meeting will be held within 30 days after delivery
of such request to the Secretary, at the place and upon the notice provided by
law and in the Company's By-laws for the holding of meetings of stockholders. No
such special meeting or adjournment thereof shall be held on a date less than 30
days before an annual meeting of stockholders or any special meeting in lieu
thereof. If at any such annual or special meeting or any adjournment thereof the
holders of a majority of the then outstanding shares of Defaulted Preferred
Stock entitled to vote in such election are present or represented by proxy, or
if the holders of a majority of the outstanding shares of Defaulted Preferred
Stock have acted by written consent in lieu of a meeting, then the authorized
number of directors will be increased by two, and the holders of the Defaulted
Preferred Stock will be entitled to elect the two additional directors.
Directors so elected will serve until the next annual meeting or until their
successors are elected and qualify, unless the term of office of the persons so
elected as directors has terminated under the circumstances described in the
second sentence of this paragraph. In case of any vacancy occurring among the
directors elected by the holders of the Defaulted Preferred Stock as a class,
the remaining director who has been so elected may appoint a successor to hold
office for the unexpired term of the director whose place is vacant. If both
directors so elected by the holders of Defaulted Preferred Stock as a class
cease to serve as directors before their terms expire, the holders of the
Defaulted Preferred Stock then outstanding and entitled to vote for such
directors may, by written consent as described above, or at a special meeting of
such holders called as described above, elect successors to hold office for the
unexpired terms of the directors whose places are vacant. See 'Description of
Preferred Stock--Voting Rights' in the accompanying Prospectus.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the Depositary Shares will be treated for Federal income tax
purposes as if they were owners of the Series E Preferred Stock represented by
such Depositary Shares.
On December 7, 1995, the Clinton Administration released a budget plan that
includes certain tax proposals (the 'Proposals') that may affect holders of the
Series E Preferred Stock. The Proposals have not yet been introduced as
legislation and there can be no certainty that they will be enacted into law.
Under the Proposals, the dividend-received deduction that is currently
available to U.S. corporate shareholders for certain dividends received from the
Issuer would be reduced from 70% to 50% for dividends paid after January 31,
1996. Additionally, under current law, the dividend-received deduction is
allowed to a U.S. corporate shareholder only if the shareholder satisfies a
46-day holding period for the dividend-paying stock (or a 91-day period for
certain dividends on preferred stock); for this purpose, days on which the
market risk of owning said stock is reduced through certain hedging transactions
may not be counted. The Proposals would amend this requirement by effectively
requiring that such holding period requirements be satisfied immediately before
or after each dividend payment, rather than only once by a shareholder. This
provision would be effective for dividends paid after January 31, 1996.
S-5
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the 'Underwriting Agreement') among the Company and the Underwriters named
below (the 'Underwriters'), the Company has agreed to sell to each of the
Underwriters, and each of the Underwriters has severally agreed to purchase from
the Company, the number of Depositary Shares, each one representing a one-
twentieth interest in a share of Series E Preferred Stock, set forth opposite
its name below.
<TABLE>
<CAPTION>
NUMBER OF
DEPOSITARY
UNDERWRITER SHARES
- ----------------------------------------------------------------- ----------
<S> <C>
Salomon Brothers Inc............................................. 865,000
Dean Witter Reynolds Inc......................................... 855,000
A.G. Edwards & Sons, Inc......................................... 855,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated............... 855,000
PaineWebber Incorporated......................................... 855,000
Prudential Securities Incorporated............................... 855,000
Smith Barney Inc................................................. 855,000
Bear, Stearns & Co. Inc.......................................... 250,000
Alex. Brown & Sons Incorporated.................................. 250,000
CS First Boston Corporation...................................... 250,000
Dillon, Read & Co. Inc........................................... 250,000
Donaldson, Lufkin & Jenrette Securities Corporation.............. 250,000
Goldman, Sachs & Co.............................................. 250,000
Lehman Brothers Inc.............................................. 250,000
J.P. Morgan Securities Inc....................................... 250,000
Oppenheimer & Co., Inc........................................... 250,000
ABN AMRO Securities (USA) Inc.................................... 65,000
Robert W. Baird & Co. Incorporated............................... 65,000
J.C. Bradford & Co............................................... 65,000
Chase Securities, Inc............................................ 65,000
Chemical Securities Inc.......................................... 65,000
Cowen & Company.................................................. 65,000
Craigie Incorporated............................................. 65,000
Dain Bosworth Incorporated....................................... 65,000
Everen Securities, Inc........................................... 65,000
Fahnestock & Co. Inc............................................. 65,000
First Albany Corporation......................................... 65,000
Furman Selz LLC.................................................. 65,000
Gruntal & Co., Incorporated...................................... 65,000
Interstate/Johnson Lane Corporation.............................. 65,000
Janney Montgomery Scott Inc...................................... 65,000
Edward D. Jones & Co............................................. 65,000
Josephthal Lyon & Ross Incorporated.............................. 65,000
Kennedy, Cabot & Co.............................................. 65,000
Legg Mason Wood Walker, Incorporated............................. 65,000
McDonald & Company Securities, Inc............................... 65,000
Morgan Keegan & Company, Inc..................................... 65,000
NationsBanc Capital Markets, Inc................................. 65,000
Piper Jaffray Inc................................................ 65,000
Rauscher Pierce Refsnes, Inc..................................... 65,000
Raymond James & Associates, Inc.................................. 65,000
Tucker Anthony Incorporated...................................... 65,000
Wheat First Butcher Singer....................................... 65,000
----------
Total.................................................. 10,000,000
----------
----------
</TABLE>
S-6
<PAGE>
The Company has been advised by the Underwriters that the Underwriters
propose initially to offer the Depositary Shares to the public at the public
offering price set forth on the cover page of this Prospectus Supplement and to
certain dealers at such price less a concession not in excess of $.50 per share.
The Underwriters may allow, and such dealers may reallow, a concession to
certain other dealers not in excess of $.30 per share. After the initial public
offering, the public offering price and such concessions may be changed from
time to time.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all of the Depositary Shares if any are purchased.
Salomon Brothers Inc is an indirect wholly owned subsidiary of the Company.
The participation of Salomon Brothers Inc in the offer and sale of the
Depositary Shares in respect of which this Prospectus Supplement is delivered
complies with the requirements of Schedule E of the By-laws of the National
Association of Securities Dealers, Inc. (the 'NASD') regarding underwriting
securities of an affiliate of an NASD member.
In the ordinary course of their respective businesses, certain of the
Underwriters and their respective affiliates have engaged in and may in the
future engage in commercial and investment banking transactions with the Company
and its affiliates.
See 'Plan of Distribution' in the accompanying Prospectus.
S-7
<PAGE>
[This page intentionally left blank]
<PAGE>
PROSPECTUS
SALOMON INC
PREFERRED STOCK
(WITHOUT PAR VALUE)
Salomon Inc (the 'Company') may issue from time to time in one or more series
its Preferred Stock, without par value, with an aggregate initial public
offering price not to exceed $500,000,000 (the 'Preferred Stock'). The Preferred
Stock may be issued in amounts, at prices and on other terms to be determined in
light of market conditions at the time of sale. The specific number of shares,
title, stated value and liquidation preference of each share, issuance price,
dividend rate or method of calculation, dividend periods, dividend payment
dates, any redemption or sinking fund provisions, exchange provisions, whether
fractional interests in shares of Preferred Stock will be offered through
depositary arrangements, any national securities exchange or other trading
market on which the Preferred Stock may be listed or registered and other
specific terms of each series of Preferred Stock in respect of which this
Prospectus is being delivered shall be set forth in an accompanying Prospectus
Supplement (the 'Prospectus Supplement').
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The Preferred Stock may be sold by the Company directly to purchasers, through
agents designated from time to time, through underwriting syndicates led by one
or more managing underwriters or through one or more underwriters. Any such
managing underwriters, underwriters or agents will include Salomon Brothers Inc,
a wholly owned subsidiary of the Company. If underwriters or agents are involved
in any offering of the Preferred Stock, the names of such underwriters or
agents, and the underwriter's discount or agent's commission, will be set forth
in, or may be calculated from the information set forth in, the applicable
Prospectus Supplement, and the net proceeds to the Company from such offering
will be the public offering price of such Preferred Stock less such discount in
the case of an offering through an underwriter, or the purchase price of such
Preferred Stock less such commission in the case of an offering through an
agent, and less, in each case, the other expenses of the Company associated with
the issuance and distribution of such Preferred Stock.
The Company or one of its subsidiaries may from time to time purchase or acquire
a position in the Preferred Stock and may at its option hold or resell such
Preferred Stock. Salomon Brothers Inc expects to offer and sell previously
issued Preferred Stock in the course of its business as a broker-dealer. Salomon
Brothers Inc may act as principal or agent in such transactions. This Prospectus
and the related Prospectus Supplements may be used by the Company or any of its
subsidiaries, including Salomon Brothers Inc, in connection with such
transactions. Such sales, if any, will be made at varying prices related to
prevailing market prices at the time of sale. See 'Plan of Distribution' herein.
SALOMON BROTHERS INC
The date of this Prospectus is June 12, 1992.
<PAGE>
AVAILABLE INFORMATION
Salomon Inc (the 'Company') is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the 'Commission'). Reports, proxy
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Seven World Trade Center, 13th Floor, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
'Registration Statement') under the Securities Act of 1933, as amended (the
'Securities Act'), relating to the Preferred Stock. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission pursuant
to Section 13 of the Exchange Act (File No. 1-4346), are incorporated herein by
reference: (i) the Annual Report on Form 10-K for the year ended December 31,
1991, as amended by the report on Form 8 dated May 28, 1992 (as amended, the
'1991 10-K'); (ii) the Quarterly Report on Form 10-Q for the quarter ended March
31, 1992; (iii) the Current Report on Form 8-K dated January 17, 1992; (iv) the
Current Report on Form 8-K dated February 6, 1992; (v) the Current Report on
Form 8-K dated March 27, 1992; (vi) the Current Report on Form 8-K dated May 6,
1992; and (vii) the Current Report on Form 8-K dated May 20, 1992.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Preferred Stock shall be deemed to be
incorporated by reference in this Prospectus.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
or oral request of any such person, a copy of any or all of the documents
incorporated herein by reference, except the exhibits to such documents (unless
such exhibits are specifically incorporated by reference in such documents).
Written requests for such copies should be directed to the Corporate Secretary,
Salomon Inc, Seven World Trade Center, New York, New York 10048. Telephone
requests for such copies should be directed to the Corporate Secretary at (212)
783-7000.
2
<PAGE>
SALOMON INC
Salomon Inc was incorporated in 1960 under the laws of the State of
Delaware. Its two major operating units are engaged principally in securities
and energy-related activities. The securities business is conducted by Salomon
Brothers Holding Company Inc and its subsidiaries ('Salomon Brothers'). Salomon
Brothers is a trader and market-maker in financial instruments in selected
markets around the world and provides investment banking advisory, capital
raising and related services. Energy activities are conducted by Phibro Energy,
Inc. and its subsidiaries ('Phibro Energy'). Phibro Energy is a leading global
trader of crude oil and energy-related products and is a major participant in
spot and forward crude oil markets throughout the world. Phibro Energy is one of
the largest independent oil refiners in the United States. Its four oil
refineries in the U.S. Gulf Coast area have a combined capacity of approximately
330,000 barrels per day. At December 31, 1991, the Company employed 8,989
people.
The Company's principal executive offices are located at Seven World Trade
Center, New York, New York 10048 (telephone (212) 783-7000). Its registered
office in Delaware is c/o Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.
USE OF PROCEEDS
Except as otherwise described in the applicable Prospectus Supplement, the
proceeds to be received by the Company from the sale of the Preferred Stock will
be used for general corporate purposes, principally to fund investments in, or
extensions of credit to, its subsidiaries.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
The ratio of earnings to combined fixed charges and preferred dividends was
1.14, 1.06, 1.10, 1.15 and 1.05 for the years 1991, 1990, 1989, 1988 and 1987,
respectively, and 1.28 for the three months ended March 31, 1992. Such ratios
were calculated by dividing the sum of fixed charges and tax equivalent
preferred dividends into the sum of earnings before taxes and fixed charges.
Fixed charges consist of interest expense, including capitalized interest, and a
portion of rental expense representative of the interest factor. Tax equivalent
preferred dividends represent the pretax earnings necessary to cover preferred
stock dividend requirements, assuming such earnings are taxed at the Company's
consolidated effective income tax rate.
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. The particular terms of the Preferred Stock
offered by any Prospectus Supplement and the extent, if any, to which such
general terms do not apply to such Preferred Stock will be described in such
Prospectus Supplement. The description of the terms of the Preferred Stock set
forth below and in any Prospectus Supplement does not purport to be complete and
is subject to and qualified in its entirety by reference to the Company's
Certificate of Incorporation, as amended (the 'Certificate of Incorporation'),
including the Certificate of Designations (the 'Certificate of Designations')
relating to the applicable series of Preferred Stock. The Certificate of
Incorporation and any such Certificate of Designations are filed as an exhibit
to or will be incorporated by reference in the Registration Statement of which
this Prospectus forms a part.
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GENERAL
The Company is authorized by its Certificate of Incorporation to issue
(unless otherwise indicated in the Prospectus Supplement) 5,000,000 shares of
preferred stock, without par value, which may be issued from time to time in one
or more series and, subject to the provisions of the Certificate of
Incorporation applicable to all series of preferred stock, shall have such
designations, voting powers, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, as shall be stated in the resolution or resolutions providing for the
issue thereof adopted by the Company's Board of Directors (the 'Board of
Directors') or a duly authorized committee thereof.
As of the date of this Prospectus, there are 700,000 shares of Series A
Cumulative Convertible Preferred Stock and 225,000 shares of 9.50% Cumulative
Preferred Stock, Series C of the Company currently outstanding. The 9.50%
Cumulative Preferred Stock, Series C ranks on a parity with the Series A
Cumulative Convertible Preferred Stock as to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up. There are
currently reserved for issuance up to 2,500,000 shares of Series B Junior
Participating Preferred Stock of the Company, which shares are issuable upon the
exercise of certain preferred share purchase rights (collectively, the
'Rights'). The Rights will become exercisable only if a person or group acquires
or (unless exercisability is delayed by the Board of Directors) announces an
offer to acquire 20% or more (which percentage may be reduced to not less than
10% by the Board of Directors prior to the time the Rights become exercisable)
of the outstanding shares of Common Stock (as defined below) of the Company.
Shares of Series B Junior Participating Preferred Stock issued upon the exercise
of the Rights will rank junior to all shares of any other class of the Company's
preferred stock, including the Preferred Stock offered hereby, with respect to
the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up.
The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise specified in the applicable
Prospectus Supplement. Reference is made to the Prospectus Supplement relating
to the particular series of Preferred Stock offered thereby for specific terms,
including: (i) the designation, stated value and liquidation preference of such
Preferred Stock and the number of shares offered; (ii) the initial public
offering price at which such shares will be issued; (iii) the dividend rate or
rates (or method of calculation), the date or dates from which dividends shall
accrue, and whether such dividends shall be cumulative or noncumulative and, if
cumulative, the dates from which dividends shall commence to cumulate; (iv) any
redemption or sinking fund provisions; (v) the amount that shares of such series
shall be entitled to receive in the event of any liquidation, dissolution or
winding up of the Company; (vi) the terms and conditions, if any, on which
shares of such series shall be exchangeable for shares of stock of any other
class or classes, or other series of the same class, of the Company; (vii) the
voting rights, if any, of shares of such series in addition to those set forth
in 'Voting Rights' below; (viii) the status as to reissuance or sale of shares
of such series redeemed, purchased or otherwise reacquired, or surrendered to
the Company on conversion or exchange; (ix) the conditions and restrictions, if
any, on the payment of dividends or on the making of other distributions on, or
the purchase, redemption or other acquisition by the Company or any subsidiary,
of the Common Stock or of any other class of stock of the Company ranking junior
to the shares of such series as to dividends or upon liquidation; (x) the
conditions and restrictions, if any, on the creation of indebtedness of the
Company, or any subsidiary, or on the issue of any additional stock ranking on a
parity with or prior to the shares of such series as to dividends or upon
liquidation; and (xi) any additional dividend, liquidation, redemption, sinking
or retirement fund and other rights, preferences, privileges, limitations and
restrictions of such Preferred Stock.
The Preferred Stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the applicable Prospectus Supplement, the shares
of each series of Preferred Stock will upon issuance rank on a parity in all
respects with the outstanding shares of the Company's Series A Cumulative
Convertible Preferred Stock and the 9.50% Cumulative Preferred Stock, Series C,
and each other then outstanding series of preferred stock of the Company other
than the Series B Junior
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Participating Preferred Stock, which when issued will rank junior to all shares
of any other class of the Preferred Stock. The Preferred Stock will have no
preemptive rights to subscribe for any additional securities which may be issued
by the Company.
DIVIDENDS
The holders of the Preferred Stock, before any dividends may be declared or
paid to the holders of shares of the Common Stock, par value $1.00 per share, of
the Company (the 'Common Stock') or of any other capital stock of the Company
ranking junior to the Preferred Stock as to the payment of dividends, will be
entitled to receive, when and as declared by the Board of Directors or a duly
authorized committee thereof, out of the net profits or net assets of the
Company legally available therefor, dividends payable quarterly on March 31,
June 30, September 30 and December 31 in each year at such rates as will be
specified in the applicable Prospectus Supplement. Such rates may be fixed or
variable or both. If variable, the formula used for determining the dividend
rate for each dividend period will be specified in the applicable Prospectus
Supplement. Dividends will be payable to the holders of record as they appear on
the stock transfer records of the Company on such record dates (not more than 60
days prior to a dividend payment date) as will be fixed by the Board of
Directors or a duly authorized committee thereof. Dividends will be paid in the
form of cash.
Dividends on any series of Preferred Stock may be cumulative or
noncumulative, as specified in the applicable Prospectus Supplement. If the
Board of Directors fails to declare a dividend payable on a dividend payment
date on any Preferred Stock for which dividends are noncumulative
('Noncumulative Preferred Stock'), then the holders of such Preferred Stock will
have no right to receive a dividend in respect of the dividend period relating
to such dividend payment date, and the Company will have no obligation to pay
the dividend accrued for such period, whether or not dividends on such Preferred
Stock are declared or paid on any future dividend payment dates. If dividends on
any series of Preferred Stock are not paid in full or declared in full and sums
set apart for the payment thereof, then no dividends shall be declared and paid
on any such stock unless declared and paid ratably on all shares of each series
of Preferred Stock then outstanding, including dividends accrued or in arrears,
if any, in proportion to the respective amounts that would be payable per share
if all such dividends were declared and paid in full.
The Prospectus Supplement relating to a series of Preferred Stock will
specify the conditions and restrictions, if any, on the payment of dividends or
on the making of other distributions on, or the purchase, redemption or other
acquisition by the Company or any subsidiary of, the Common Stock or of any
other class of stock of the Company ranking junior to the shares of such series
as to dividends or upon liquidation and any other preferences, rights,
restrictions and qualifications that are not inconsistent with the Certificate
of Incorporation.
LIQUIDATION RIGHTS
Upon any liquidation, dissolution or winding up of the Company (whether
voluntary or involuntary) the holders of Preferred Stock will be entitled to
receive out of the assets of the Company available for distribution to its
stockholders, whether from capital, surplus or earnings, the amount specified in
the applicable Prospectus Supplement for such series, together with all
dividends accrued and unpaid before any distribution of the assets will be made
to the holders of Common Stock or any other class or series of shares ranking
junior to such Preferred Stock upon liquidation, dissolution or winding up, and
will be entitled to no other or further distribution. If upon any liquidation,
dissolution or winding up of the Company, the assets distributable among the
holders of the Preferred Stock shall be insufficient to permit the payment in
full to the holders of the Preferred Stock of all amounts payable to all such
holders, then the entire assets of the Company thus distributable will be
distributed ratably among the holders of the Preferred Stock in proportion to
the respective amounts that would be payable per share if such assets were
sufficient to permit payment in full.
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Neither the consolidation, merger or other business combination of the
Company with or into any other individual, firm, corporation or other entity nor
the sale, lease, exchange or conveyance of all or any part of the property,
assets or business of the Company will be deemed to be a liquidation,
dissolution or winding up of the Company.
REDEMPTION
If so specified in the Prospectus Supplement, any series of Preferred Stock
may be redeemable, in whole or in part, at the option of the Company or pursuant
to a retirement or sinking fund or otherwise, on terms and at the times and the
redemption prices specified in the applicable Prospectus Supplement. If less
than all shares of a series of Preferred Stock at the time outstanding are to be
redeemed, the shares of such series to be redeemed will be selected pro rata or
by lot, in such manner as may be prescribed by resolution of the Board of
Directors.
Notice of any redemption of Preferred Stock at the option of the Company
shall be given by publication in a newspaper of general circulation in the
Borough of Manhattan, The City of New York, such publication to be made not less
than 30 nor more than 60 days prior to the redemption date. A similar notice
will be mailed by the Company, postage prepaid, not less than 30 nor more than
60 days prior to such redemption date, addressed to the respective holders of
record of shares of Preferred Stock at the addresses shown on the stock transfer
records of the Company, but the mailing of such notice will not be a condition
of such redemption. In order to facilitate the redemption of shares of Preferred
Stock, the Board of Directors may fix a record date for the determination of
shares of Preferred Stock to be redeemed, and such record date will be not more
than 60 days nor less than 30 days prior to the redemption date.
Prior to the redemption date, the Company will deposit money for the
payment of the redemption price with a bank or trust company doing business in
the Borough of Manhattan, The City of New York, and having a capital and surplus
of at least $10,000,000. Unless the Company fails to make such deposit, on the
redemption date, all dividends on the Preferred Stock called for redemption will
cease to accrue and all rights of the holders of such Preferred Stock as
stockholders of the Company shall cease, except the right to receive the
redemption price (but without interest). Unless otherwise specified in the
applicable Prospectus Supplement, any monies so deposited which remain unclaimed
by the holders of such Preferred Stock at the end of six years after the
redemption date will become the property of, and be paid by such bank or trust
company to, the Company.
CONVERSION RIGHTS
Preferred Stock will not be convertible into Common Stock.
VOTING RIGHTS
Except as indicated below or in the applicable Prospectus Supplement or as
otherwise from time to time required by law, holders of the Preferred Stock will
have no voting rights.
So long as any shares of Preferred Stock are outstanding, without first
obtaining the consent or approval of the holders of at least two-thirds of the
number of then-outstanding shares of Preferred Stock, and all other series of
the Company's preferred stock (the Preferred Stock and such other series of
preferred stock collectively, the 'Outstanding Preferred Stock'), voting as a
single class, given in person or by proxy at a meeting at which the holders of
such shares are entitled to vote separately as a class, the Company will not:
(i) authorize shares of any class or series of stock having any preference or
priority as to dividends or upon liquidation ('Senior Stock') over the
Outstanding Preferred Stock; (ii) reclassify any shares of stock of the Company
into shares of Senior Stock; (iii) authorize any security exchangeable for,
convertible into or evidencing the right to purchase any shares of Senior Stock;
(iv) amend, alter or repeal the Certificate of Incorporation to alter or change
the preferences, rights or powers of the Outstanding Preferred Stock so as to
affect the Outstanding Preferred Stock adversely
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unless any such amendment, alteration or repeal would alter or change the
preferences, rights or powers of one or more, but not all, of the series of the
Outstanding Preferred Stock at the time outstanding, in which case the consent
or approval of the holders of at least two-thirds of the number of the
outstanding shares of each such series so affected will be required in lieu of
(or if such consent is required by law, in addition to) the consent or approval
of the holders of at least two-thirds of the number of outstanding shares of
Outstanding Preferred Stock voting as a class; or (v) effect the voluntary
liquidation, dissolution or winding up of the Company, or the sale, lease or
exchange of all or substantially all of the assets, property or business of the
Company, or the merger or consolidation of the Company with or into any other
corporation (except a wholly owned subsidiary of the Company); provided,
however, that no separate vote of the holders of the Outstanding Preferred Stock
as a class will be required in the case of a merger or consolidation or a sale,
exchange or conveyance of all or substantially all of the assets, property or
business of the Company (such transactions being referred to as a
'reorganization') if (A) the resulting, surviving or acquiring corporation after
such reorganization will have no stock either authorized or outstanding (except
such stock of the Company as may have been authorized or outstanding immediately
preceding such reorganization, or such stock of the resulting, surviving or
acquiring corporation as may be issued in exchange therefor) ranking prior to,
or on a parity with, the Outstanding Preferred Stock or the stock of the
resulting, surviving or acquiring corporation issued in exchange therefor and
(B) each holder of shares of Outstanding Preferred Stock immediately preceding
such reorganization will receive in exchange therefor the same number of shares
of stock, with substantially the same preferences, rights and powers, of the
resulting, surviving or acquiring Corporation.
Unless the Company obtains the consent or approval of the holders of a
majority of shares of the Outstanding Preferred Stock, given in person or by
proxy at a meeting at which the holders of such shares are entitled to vote
separately as a class, the Company may not amend the provisions of the
Certificate of Incorporation in order to increase the amount of the authorized
preferred stock or to authorize any other stock ranking prior to or on a parity
with the Outstanding Preferred Stock either as to payment of dividends or
distribution of assets upon liquidation, dissolution or winding up.
Each share of Preferred Stock will be entitled to one vote on matters on
which holders of the Preferred Stock are entitled to vote. Since each share of
Outstanding Preferred Stock will be entitled to one vote, the voting power of
any series of Preferred Stock on matters on which holders of such series and
holders of other series of Outstanding Preferred Stock are entitled to vote as a
single class will depend on the number of outstanding shares of Outstanding
Preferred Stock, not the aggregate liquidation preference or initial offering
price of the shares of such series.
DESCRIPTION OF DEPOSITARY SHARES
The following summary and the summary in any Prospectus Supplement of the
terms and provisions of the Depositary Shares and Depositary Receipts does not
purport to be complete and is subject to and qualified in its entirety by
reference to the Deposit Agreement relating to the applicable series of
Preferred Stock, which will be filed as an exhibit to or incorporated by
reference in the Registration Statement of which this Prospectus is a part.
GENERAL
The Company may, at its option, elect to offer fractional interests in
shares of Preferred Stock, rather than full shares of Preferred Stock. In the
event such option is exercised, the Company will provide for the issuance by a
depositary of depositary receipts ('Depositary Receipts') evidencing depositary
shares ('Depositary Shares'), each of which will represent a fractional interest
(to be specified in the applicable Prospectus Supplement) in a share of a
particular series of the Preferred Stock as more fully described below.
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In the event that the Company offers fractional shares of any series of
Preferred Stock, such shares of the Preferred Stock, if any, will be deposited
under a separate deposit agreement (a 'Deposit Agreement') among the Company, a
bank or trust company selected by the Company and having its principal office in
the United States and having a combined capital and surplus of at least
$50,000,000 (the 'Depositary') and the holders from time to time of the
Depositary Receipts issued by the Depositary thereunder. The applicable
Prospectus Supplement will set forth the name and address of the Depositary.
Subject to the terms of the Deposit Agreement, each owner of a Depositary Share
will be entitled, in proportion to the applicable fractional interest in a share
of Preferred Stock underlying such Depositary Share, to all the rights and
preferences of the Preferred Stock underlying such Depositary Share (including
dividend, voting, redemption and liquidation rights).
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of the Company, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) the definitive Depositary Receipts but
not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at the Company's expense.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock deposited under a
Deposit Agreement to the record holders of Depositary Shares representing such
Preferred Stock in proportion to the numbers of such Depositary Shares owned by
such holders on the relevant record date. The Depositary will distribute only
such amount, however, as can be distributed without attributing to any holder of
Depositary Shares a fraction of one cent, and any balance not so distributable
will be held by the Depositary (without liability for interest thereon) and will
be added to and treated as part of the next sum received by the Depositary for
distribution to record holders of Depositary Receipts then outstanding.
In the event of a distribution other than in cash in respect of Preferred
Stock deposited under a Deposit Agreement, the Depositary will distribute the
property received by it to the record holders of the Depositary Shares entitled
thereto, in proportion, as nearly as may be practicable, to the numbers of
Depositary Shares owned by such holders on the relevant record date, unless the
Depositary determines that it is not feasible to make such distribution, in
which case the Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable to effect such distribution,
including the sale of such property and distribution of the net proceeds from
such sale to such holders.
Each Deposit Agreement will also contain provisions relating to the manner
in which any subscription or similar rights offered by the Company to holders of
the Preferred Stock deposited under such Deposit Agreement will be made
available to holders of Depositary Shares.
REDEMPTION OF DEPOSITARY SHARES
If the Preferred Stock deposited under a Deposit Agreement is subject to
redemption in whole or in part, the related Depositary Shares will be redeemed
from the proceeds received by the Depositary as a result of any such redemption
of such Preferred Stock held by the Depositary. Whenever the Company redeems
shares of Preferred Stock held by the Depositary, the Depositary will redeem as
of the same redemption date the number of Depositary Shares representing the
shares of Preferred Stock so redeemed. The Depositary will mail the notice of
redemption not less than 20 and not more than 50 days prior to the date fixed
for redemption to the record holders of the Depositary Shares to be so redeemed.
The redemption price per Depositary Share will be equal to the applicable
fraction of the redemption price per share payable with respect to such
Preferred Stock. If less than all the Depositary
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Shares are to be redeemed, the Depositary Shares to be redeemed will be selected
by lot or pro rata as may be determined by the Depositary.
Notice of redemption having been given as described above, from and after
the date fixed for redemption, unless the Company shall have failed to redeem
the shares of Preferred Stock so called for redemption, the Depositary Shares so
called for redemption will no longer be deemed to be outstanding, and all rights
of the holders of such Depositary Shares will cease, except for the right to
receive the monies payable upon such redemption and any money or other property
to which the holders of such Depositary Shares were entitled upon such
redemption, upon surrender to the Depositary of the Depositary Receipts
evidencing such Depositary Shares.
VOTING RIGHTS
As soon as practicable after receipt of notice of any meeting at which the
holders of the Preferred Stock deposited under a Deposit Agreement are entitled
to vote, the Depositary will mail the information contained in such notice of
meeting to the holders of the Depositary Shares relating to such Preferred
Shares as of the record date for such meeting. Each such record holder of
Depositary Shares will be entitled, subject to any applicable restrictions, to
instruct the Depositary as to the exercise of the voting rights pertaining to
the amount of the Preferred Stock represented by such record holder's Depositary
Shares. The Depositary will endeavor, insofar as practicable, to vote the amount
of the Preferred Stock represented by such Depositary Shares in accordance with
any such instructions, and the Company will agree to take all action which may
be deemed necessary by the Depositary in order to enable the Depositary to do
so. The Depositary will abstain from voting shares of the Preferred Stock
deposited under a Deposit Agreement to the extent that it does not receive
specific instructions from the holders of Depositary Shares representing such
Preferred Stock.
WITHDRAWAL OF STOCK
Upon surrender of Depositary Receipts at the principal office of the
relevant Depositary (unless the related Depositary Shares have previously been
called for redemption), and subject to the terms of the related Deposit
Agreement, the owner of the Depositary Shares evidenced thereby is entitled to
delivery of whole shares of Preferred Stock and all money and other property, if
any, represented by such Depositary Shares. Partial shares of Preferred Stock
will not be issued. If the Depositary Receipts delivered by the holder evidence
a number of Depositary Shares in excess of the number of Depositary Shares
representing the number of whole shares of Preferred Stock to be withdrawn, the
relevant Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such excess number of Depositary Shares. Holders
of shares of Preferred Stock thus withdrawn will not thereafter be entitled to
deposit such shares under a Deposit Agreement or to receive Depositary Shares
therefor. The Company does not expect that there will be any public trading
market for the Preferred Stock, except as represented by the Depositary Shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing any Depositary Shares and any
provision of a Deposit Agreement may at any time and from time to time be
amended by agreement between the Company and the Depositary. However, any
amendment which materially and adversely alters the rights of the existing
holders of Depositary Shares will not be effective unless such amendment has
been approved by the holders of at least a majority of the Depositary Shares
then outstanding under such Deposit Agreement. Each Deposit Agreement will
provide that each holder of Depositary Shares at the time any such amendment
becomes effective which continues to hold such Depositary Shares will be deemed
to have consented to such amendment and will be bound thereby. No such amendment
may impair the right, subject to the terms of the related Deposit Agreement, of
any owner of any Depositary Shares issued under such Deposit Agreement to
surrender the Depositary Receipt evidencing such Depositary Shares with
instructions to the Depositary to deliver to the holder the whole shares of
Preferred Stock
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represented by such Depositary Shares and all money and other property, if any,
represented thereby, except in order to comply with mandatory provisions of
applicable law. A Deposit Agreement may be terminated by the Company or the
Depositary only if (i) all outstanding Depositary Shares relating thereto have
been redeemed or (ii) there has been a final distribution in respect of the
Preferred Stock of the relevant series in connection with any liquidation,
dissolution or winding up of the Company and such distribution has been
distributed to the holders of the related Depositary Shares.
CHARGES OF DEPOSITARY
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay charges of any Depositary in connection with the initial deposit of
Preferred Stock and the initial issuance of the relevant Depositary Shares and
any redemption of such Preferred Stock. Holders of Depositary Shares will pay
other transfer and other taxes and governmental charges and certain other
charges as are provided in the relevant Deposit Agreement to be for their
accounts.
MISCELLANEOUS
Each Depositary will forward to the holders of the Depositary Shares all
reports and communications from the Company which are delivered to such
Depositary and which the Company is required to furnish to the holders of the
Preferred Stock. In addition, each Depositary will make available for inspection
by holders of the Depositary Shares at the principal office of such Depositary,
and at such other places as it may from time to time deem advisable, any reports
and communications received from the Company which are received by such
Depositary as the holder of Preferred Stock.
Neither any Depositary nor the Company will assume any obligation or will
be subject to any liability under a Deposit Agreement to holders of the
Depositary Shares other than for its negligence or willful misconduct. Neither
any Depositary nor the Company will be liable if it is prevented or delayed by
law or any circumstance beyond its control in performing its obligations under a
Deposit Agreement. The obligations of the Company and any Depositary under a
Deposit Agreement will be limited to performance in good faith of their duties
thereunder, and they will not be obligated to prosecute or defend any legal
proceeding in respect of any Depositary Shares or Preferred Stock unless
satisfactory indemnity is furnished. The Company and any Depositary may rely on
written advice of counsel or accountants, on information provided by persons
presenting Preferred Stock for deposit, holders of Depositary Shares or other
persons believed in good faith to be competent to give such information and on
documents believed to be genuine and to have been signed or presented by the
proper party or parties.
RESIGNATION AND REMOVAL OF DEPOSITARY
A Depositary may resign at any time by delivering to the Company notice of
its election to do so, and the Company may at any time remove any Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary and its acceptance of such appointment. Such successor
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States of America and having a combined capital and surplus
of at least $50,000,000.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the Depositary Shares will be treated for Federal income tax
purposes as if they were owners of the Preferred Stock represented by such
Depositary Shares.
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BOOK-ENTRY PROCEDURES AND SETTLEMENT
The Preferred Stock or Depositary Shares may be issued in certificated or
book-entry form, as specified in the applicable Prospectus Supplement. Preferred
Stock or Depositary Shares issued in book-entry form from the perspective of the
beneficial owners thereof (the 'Shareholders') will be issued in the form of a
single global stock certificate or Depositary Receipt registered in the name of
the nominee of the depository, The Depository Trust Company ('DTC', which term,
as used herein, includes any successor or alternate depository selected by the
Company).
DTC is a limited-purpose trust company which was created to hold securities
for its participating organizations (the 'Participants') and to facilitate the
clearance and settlement of securities transactions between Participants in such
securities through electronic book-entry changes in accounts of its
Participants. Participants include securities brokers and dealers, banks and
trust companies, clearing corporations and certain other organizations. Access
to DTC's system is also available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ('Indirect Participants'). Persons
who are not Participants may beneficially own securities held by DTC only
through Participants or Indirect Participants.
DTC's nominee for all purposes will be considered the sole owner or holder
of the Preferred Stock or Depositary Shares held in book-entry form. Owners of
beneficial interests in the global stock certificate or Depositary Receipt will
not be entitled to have Preferred Stock or Depositary Shares registered in their
names, will not receive or be entitled to receive physical delivery of Preferred
Stock or Depositary Shares in definitive form, and will not be considered the
holders thereof under the Certificate of Incorporation or any Deposit Agreement.
Neither the Company nor the Depository will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the global stock certificate or Depositary
Receipt, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
A Shareholder's ownership of Preferred Stock or Depositary Shares will be
recorded on or through the records of the brokerage firm or other entity that
maintains such Shareholder's account. In turn, the total number of shares of
Preferred Stock or Depositary Shares held by an individual brokerage firm for
its clients will be maintained on the records of DTC in the name of such
brokerage firm or other entity (or in the name of a Participant that acts as
agent for the Shareholder's brokerage firm or other entity if such firm or other
entity is not a Participant). Therefore, a Shareholder must rely upon the
records of such brokerage firm or other entity to evidence such Shareholder's
ownership of Preferred Stock or Depositary Shares. Transfer of ownership of any
Preferred Stock or Depositary Shares may be effected only through the brokerage
firm or other entity that maintains a Shareholder's account.
Dividends or other distributions payable in respect of Preferred Stock or
Depositary Shares will be paid by the Company or the Depositary, as the case may
be, to DTC. DTC will be responsible for crediting the amount of payments that it
receives from the Company or the Depositary, as the case may be, to the accounts
of the Participants in accordance with each of their respective standard
procedures, which currently provide for payments in next-day funds. Each
Participant will be responsible for disbursing such payments to the Shareholders
that it represents and to each brokerage firm or other entity for which it acts
as agent. Each such brokerage firm or other entity will be responsible for
disbursing funds to the Shareholders that it represents. It is suggested that
any purchaser of Preferred Stock or Depositary Shares with accounts at more than
one brokerage firm or other entity only effect transactions in the Preferred
Stock or Depositary Shares through the brokerage firm or firms or other entity
or entities that hold such purchaser's Preferred Stock or Depositary Shares.
If DTC is at any time unwilling or unable to continue as depository in
respect of a global certificate or Depositary Receipt and a successor depository
is not appointed by the Company or the Depositary,
11
<PAGE>
as the case may be, within 90 days, the Company will issue Preferred Stock or
Depositary Shares, as the case may be, in definitive form in exchange for the
global stock certificate or Depositary Receipt. In addition, the Company may at
any time determine not to have the Preferred Stock or Depositary Shares
represented by a global stock certificate or Depositary Receipt, as the case may
be, and, in such event, will issue Preferred Stock or Depositary Shares in
definitive form in exchange for such global stock certificate or Depositary
Receipt. In either instance, an owner of a beneficial interest in the global
stock certificate or Depositary Receipt will be entitled to have Preferred Stock
or Depositary Shares equal in aggregate amount to such beneficial interest
registered in its name and will be entitled to physical delivery of such
Preferred Stock or Depositary Shares in definitive form. The registered owner of
such Preferred Stock or Depositary Shares will be entitled to receive the
dividends or other distributions or, if applicable, the redemption price payable
in respect of such Preferred Stock or Depositary Shares, upon surrender of such
Preferred Stock or Depositary Shares to the Company or the Depositary, as the
case may be, in accordance with the procedures set forth in the Certificate of
Incorporation or Deposit Agreement, respectively.
PLAN OF DISTRIBUTION
The Company may sell the Preferred Stock or Depositary Shares in any of
three ways: (i) through underwriters; (ii) directly to one or more purchasers;
or (iii) through agents. The Prospectus Supplement with respect to Preferred
Stock or Depositary Shares being offered thereby sets forth the terms of the
offering of such Preferred Stock or Depositary Shares, including the names of
any underwriters, the purchase price of such Preferred Stock or Depositary
Shares and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price, any discounts or concessions allowed or reallowed or paid
to dealers and any national securities exchange or national quotation system on
which such Preferred Stock or Depositary Shares will be listed. Under guidelines
adopted by the National Association of Securities Dealers, Inc. (the 'NASD'),
the underwriting compensation payable in connection with any issue of Preferred
Stock or Depositary Shares under this Prospectus may not exceed 8% of the
initial offering price. Only underwriters so named in the Prospectus Supplement
are deemed to be underwriters in connection with Preferred Stock or Depositary
Shares offered thereby.
If underwriters are used in the sale, Preferred Stock or Depositary Shares
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Preferred Stock or Depositary Shares may be offered to
the public either through underwriting syndicates represented by managing
underwriters or by underwriters without a syndicate. Such managing underwriters
or underwriters will include Salomon Brothers Inc. Unless otherwise set forth in
the applicable Prospectus Supplement, the obligations of the underwriters to
purchase such Preferred Stock or Depositary Shares will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all
Preferred Stock or Depositary Shares offered by the Prospectus Supplement if any
of such Preferred Stock or Depositary Shares is purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
Preferred Stock or Depositary Shares may also be sold directly by the
Company or through agents designated by the Company from time to time. Any
agents involved in the offer or sale of Preferred Stock or Depositary Shares
will be named, and any commissions payable by the Company to such agents will be
set forth, in the applicable Prospectus Supplement. Such agents will include
Salomon Brothers Inc. Unless otherwise indicated in the Prospectus Supplement,
any such agent is acting on a best-efforts basis for the period of its
appointment.
12
<PAGE>
Any series of Preferred Stock or Depositary Shares, including additional
Preferred Stock or Depositary Shares of a previous issue, may be sold on any
national securities exchange or national quotation system on which such series
or Depositary Shares are listed.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for, the Company or its affiliates in the ordinary
course of business.
Salomon Brothers Inc expects to offer and sell previously issued Preferred
Stock or Depositary Shares from time to time in the course of its business as a
broker-dealer. Salomon Brothers Inc may act as principal or agent in such
transactions. This Prospectus and the related Prospectus Supplement will be used
by Salomon Brothers Inc in connection with such transactions. Sales will be made
at prices related to prevailing prices at the time of sale.
Salomon Brothers Inc is an indirect wholly owned subsidiary of the Company.
The participation of Salomon Brothers Inc in the offer and sale of Preferred
Stock or Depositary Shares in respect of which this Prospectus is delivered
complies with the requirements of Schedule E of the By-Laws of the NASD
regarding underwriting securities of an affiliate of an NASD member.
EXPERTS
The financial statements and related schedules included in the 1991 10-K
have been audited by Arthur Andersen & Co., independent public accountants, to
the extent and for the periods indicated in their reports included therein, and
are incorporated by reference in this Prospectus in reliance upon such reports
and upon the authority of said firm as experts in accounting and auditing in
giving such reports.
LEGAL OPINIONS
Certain legal matters relating to the Depositary Shares and the Preferred
Stock will be passed upon for the Company by Cravath, Swaine & Moore, New York,
New York, and for the Underwriters by Cleary, Gottlieb, Steen & Hamilton, New
York, New York.
13
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<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CON-
TAINED IN THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS IN CONNECTION WITH THE OFFER CON-
TAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMA-
TION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUP-
PLEMENT (INCLUDING THE PROSPECTUS) NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE
DATES AS OF WHICH INFORMATION IS GIVEN IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUAL-
IFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Incorporation of Certain Documents by Reference... S-2
Recent Developments............................... S-2
Use of Proceeds................................... S-2
Certain Terms of the Depositary Shares............ S-2
Certain Terms of the Series E Preferred Stock..... S-3
Federal Income Tax Consequences................... S-5
Underwriting...................................... S-6
PROSPECTUS
Available Information............................. 2
Incorporation of Certain Documents by Reference... 2
Salomon Inc....................................... 3
Use of Proceeds................................... 3
Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends............................. 3
Description of Preferred Stock.................... 3
Description of Depositary Shares.................. 7
Book-Entry Procedures and Settlement.............. 11
Plan of Distribution.............................. 12
Experts........................................... 13
Legal Opinions.................................... 13
</TABLE>
10,000,000 SHARES
SALOMON INC
DEPOSITARY SHARES
EACH REPRESENTING
A ONE-TWENTIETH INTEREST
IN A SHARE OF
8.40% CUMULATIVE
PREFERRED STOCK, SERIES E
SALOMON BROTHERS INC
DEAN WITTER REYNOLDS INC.
A.G. EDWARDS & SONS, INC.
MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.
PROSPECTUS SUPPLEMENT
DATED FEBRUARY 6, 1996
