SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
June 26, 1996
SALOMON INC
(Exact name of registrant as specified in its charter)
1-4346
Delaware 333-2897 22-1660266
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
Seven World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
(212) 783-7000
(Registrant's Telephone No.)
SI FINANCING TRUST I
(Exact name of registrant as specified in its charter)
1-4346
Delaware 333-2897 To be applied for
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
Seven World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
(212) 783-7000
(Registrant's Telephone No.)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits
7(a) Exhibit 5(a) Opinion of Cravath, Swaine & Moore to File No.
333-2897
7(b) Exhibit 5(b) Opinion of Morris, Nichols, Arsht & Tunnell to File
No. 333-2897
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
SI Financing Trust I
By: Salomon Inc, as sponsor
Date: June 26, 1996 By: /s/ Richard J. Carbone
-----------------------------
Richard J. Carbone
Principal Accounting
Officer and Controller
Salomon Inc
(Registrant)
Date: June 26, 1996 By: /s/ Richard J. Carbone
-----------------------------
Richard J. Carbone
Principal Accounting
Officer and Controller
Page 3
EXHIBIT INDEX
7(a) Exhibit 5(a) Opinion of Cravath, Swaine & Moore
7(b) Exhibit 5(b) Opinion of Morris, Nichols, Arsht & Tunnell
Page 4
Exhibit 5(a)
June 26, 1996
Registration Statement on Form S-3
Registration No. 333-02897
Ladies and Gentlemen:
We have acted as special counsel for Salomon Inc, a Delaware
corporation (the "Company"), and SI Financing Trust I, a statutory
business trust created under the Business Trust Act of the State of
Delaware (the "Trust"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-3 (Registration No. 333-02897), as amended (the
"Registration Statement") for the registration under the Act of: (a)
Trust Preferred Stock(sm) (TRUPS(sm)) Units (the "Units") consisting
of (i) Trust Preferred Securities (the "Preferred Securities") issued
by the Trust and (ii) Purchase Contracts of the Company requiring the
purchase of depositary shares (the "Depositary Shares") evidenced by
depositary receipts (the "Depositary Receipts"), each representing a
one-twentieth interest in a share of Cumulative Preferred Stock,
Series F (the "Series F Preferred Stock"), of the Company; (b) a
guarantee by the Company on a subordinated basis of the payment of
distributions on the Preferred Securities out of money held by the
Trust and payments upon redemption of the Preferred Securities or
liquidation of the Trust, to the extent set forth in the Registration
Statement, pursuant to the Preferred Securities Guarantee Agreement
(the "Guarantee") between the Company and Chemical Bank, as Guarantee
Trustee; and (c) Subordinated Debt Securities of the Company (the
"Subordinated Debt Securities") which will be issued under
<PAGE>
an Indenture, as supplemented from time to time and as supplemented by
a Third Supplemental Indenture in respect of the Subordinated Debt
Securities (the "Indenture") between the Company and Bankers Trust
Company, as Trustee. The Units will be issued pursuant to a Unit
Agreement (the "Unit Agreement") between the Company and Chemical
Bank, as Unit Agent. The Depositary Receipts evidencing the Depositary
Shares will be issued pursuant to a Deposit Agreement (the "Deposit
Agreement") between the Company and First Chicago Trust Company of New
York, as Depositary. The Series F Preferred Stock will be issued
pursuant to a Certificate of Designations (the "Certificate of
Designations") to be filed by the Company with the Secretary of State
of the State of Delaware. Capitalized terms not otherwise defined
herein have the meanings assigned to them in the Registration
Statement.
In connection with this opinion, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have
deemed necessary or appropriate for the purposes of this opinion.
Based on the foregoing, we are of opinion as follows:
1. When the Unit Agreement has been duly authorized,
executed and delivered by the Company and the Unit Agent, the Unit
Agreement will constitute a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms
(subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights
generally and subject as to enforceability to general principles of
equity, regardless of whether such enforceability is sought in a
proceeding in equity or at law); and when the Units are issued in
accordance with the terms of the Unit Agreement and delivered against
payment therefor, the Units will entitle the holders thereof to the
rights specified in the Unit Agreement (subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other laws affecting creditors' rights generally and
subject as to enforceability to general principles of equity,
regardless of whether such enforceability is sought in a proceeding in
equity or at law).
<PAGE>
2. When the Purchase Contracts have been duly authorized,
executed and delivered by the Company, the Purchase Contracts will
constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms
(subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights
generally and subject as to enforceability to general principles of
equity, regardless of whether such enforceability is sought in a
proceeding in equity or at law).
3. When the Deposit Agreement has been duly authorized,
executed and delivered by the Company and the Depositary, the Deposit
Agreement will constitute a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms
(subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights
generally and subject as to enforceability to general principles of
equity, regardless of whether such enforceability is sought in a
proceeding in equity or at law); and when the Depositary Receipts are
issued in accordance with the provisions of the Deposit Agreement
against the deposit of validly issued, fully paid and nonassessable
shares of Series F Preferred Stock, such Depositary Receipts will
entitle the holders thereof to the rights specified in such Depositary
Receipts and in the Deposit Agreement (subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other laws affecting creditors' rights generally and
subject as to enforceability to general principles of equity,
regardless of whether such enforceability is sought in a proceeding in
equity or at law).
4. When the shares of the Series F Preferred Stock have been
duly and validly authorized by the Company, the Certificate of
Designations has been duly filed with the Secretary of State of the
State of Delaware and the shares of the Series F Preferred Stock have
been duly issued and delivered against payment therefor, such shares
will be validly issued, fully paid and nonassessable.
5. When the Guarantee has been duly authorized, executed and
delivered by the Company, the Guarantee will constitute a legal, valid
and binding obligation of the Company, enforceable against the Company
in accordance with its terms (subject to applicable bankruptcy,
insolvency,
<PAGE>
fraudulent transfer, reorganization, moratorium or other laws
affecting creditors' rights generally and subject as to enforceability
to general principles of equity, regardless of whether such
enforceability is sought in a proceeding in equity or at law).
6. When (a) The Subordinated Debt Securities have been duly
authorized by the Company, (b) the Third Supplemental Indenture in
respect of the Subordinated Debt Securities has been duly executed and
delivered by the Company and the Indenture Trustee and (c) the
Subordinated Debt Securities have been duly executed by the Company
and authenticated by the Indenture Trustee in accordance with the
terms of the Indenture and delivered against payment therefor, the
Subordinated Debt Securities will constitute legal, valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other
laws affecting creditors' rights generally and subject as to
enforceability to general principles of equity, regardless of whether
such enforceability is sought in a proceeding in equity or at law).
We are members of the bar of the State of New York and
express no opinion as to any matters governed by any laws other than
the laws of the State of New York, the General Corporation Law of the
State of Delaware and the Federal laws of the United States of
America.
We know that we are referred to under the heading "LEGAL
OPINIONS" in the form of Prospectus included in the Registration
Statement, and we hereby consent to the use of our name therein and to
the filing of this opinion with the Commission as Exhibit 5(a) to the
Registration Statement.
Very truly yours,
/s/ CRAVATH, SWAINE & MOORE
Salomon Inc
SI Financing Trust I
Seven World Trade Center
New York, NY 10048
Exhibit 5(b)
[Letterhead of]
MORRIS, NICHOLS, ARSHT & TUNNELL
June 26, 1996
Salomon Inc
Seven World Trade Center
New York, New York 10048
Re: SI Financing Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel to SI Financing
Trust I, a Delaware statutory business trust (the "Trust"), in
connection with certain matters relating to the organization of the
Trust and the proposed issuance of Preferred Securities to beneficial
owners pursuant to and as described in Registration Statement No.
333-2897 (and the Prospectus forming a part thereof) on Form S-3 filed
with the Securities and Exchange Commission on April 26, 1996, as
amended by Pre-Effective Amendment Nos. 1,2,3,4, and 5 thereto (as so
amended, the "Registration Statement"). Capitalized terms used herein
and not otherwise herein defined are used as defined in the Amended and
Restated Declaration of Trust of the Trust in the form attached as an
exhibit to the Registration Statement (the "Governing Instrument").
In rendering this opinion, we have examined copies of the
following documents in the forms provided to us: the Certificate of
Trust of the Trust as filed in the Office of the Secretary of State of
the State of Delaware (the "State Office") on April 25, 1996 (the
"Certificate"); a Declaration of Trust of the Trust dated as of April
25, 1996 (the "Original Governing Instrument"); the Governing
Instrument; the Indenture dated as of December 1, 1988 between Salomon
Inc and Bankers Trust Company, as Trustee (the "Indenture"); the
Preferred Securities Guarantee by Salomon Inc; the Common Securities
Guarantee by Salomon Inc; the Third Supplemental Indenture under the
Indenture between Salomon Inc and Bankers Trust Company, as Trustee; the
Underwriting Agreement relating to the Preferred Securities between
Salomon Inc and the Trust as confirmed and accepted
<PAGE>
by Salomon Brothers Inc for itself and the other several Underwriters named
on Schedule I thereto (the "Underwriting Agreement"); the Registration
Statement; and a certificate of good standing of the Trust obtained as of a
recent date from the State Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as drafts or copies or forms of documents to be
executed and the legal capacity of natural persons to complete the execution
of documents. We have further assumed for purposes of this opinion: (i) the
due formation or organization, valid existence and good standing of each
entity (other than the Trust) that is a party to any of the documents
reviewed by us under the laws of the jurisdiction of its respective formation
or organization; (ii) the due authorization, execution and delivery by, or on
behalf of, each of the parties thereto of the above-referenced documents
(including, without limitation, the due authorization, execution and delivery
of the Governing Instrument and the Underwriting Agreement prior to the first
issuance of Preferred Securities); (iii) that no event has occurred
subsequent to the filing of the Certificate that would cause a dissolution or
liquidation of the Trust under the Original Governing Instrument or the
Governing Instrument, as applicable; (iv) that the activities of the Trust
have been and will be conducted in accordance with the Original Governing
Instrument or the Governing Instrument, as applicable, and the Delaware
Business Trust Act, 12 Del. C. ss. 3801 et seq. (the "Delaware Act"); (v)
that each Holder of Preferred Securities has made payment of the required
consideration therefor and received a Preferred Securities Certificate in
consideration thereof in accordance with the terms and conditions of the
Governing Instrument, Registration Statement and Underwriting Agreement; (vi)
that the Preferred Securities are issued and sold to the Preferred Securities
Holders in accordance with the terms, conditions, requirements and procedures
set forth in the Governing Instrument, Registration Statement and
Underwriting Agreement; and (vii) that the documents examined by us are in
full force and effect, express the entire understanding of the parties
thereto with respect to the subject matter thereof and have not been
modified, supplemented or otherwise amended, except as herein referenced. No
opinion is expressed with respect to the requirements of, or compliance with,
federal or state securities or blue sky laws. We have not participated in the
preparation of the Registration Statement or any other offering materials
relating to the Preferred Securities and we assume no responsibility for
their contents. As to any fact material to our opinion, other than those
assumed, we have relied without independent investigation on the
above-referenced documents and on the accuracy, as of the date hereof, of the
matters therein contained.
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
<PAGE>
1. The Trust is a duly organized and validly existing business
trust in good standing under the laws of the State of Delaware.
2. The Preferred Securities, upon issuance, will constitute
validly issued and, subject to the qualifications set forth in paragraph
3 below, fully paid and nonassessable beneficial interests in the Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Preferred Security Holder of the Trust, in such
capacity, will be entitled to the same limitation of personal liability
as that extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware;
provided, however, we express no opinion with respect to the liability
of any Preferred Security Holder who is, was or may become a named
Trustee of the Trust. Notwithstanding the foregoing, we note that
pursuant to Section 11.4 of the Governing Instrument, the Trust may
withhold amounts otherwise distributable to a Holder and pay over such
amounts to the applicable jurisdictions in accordance with federal,
state and local law and any amount withheld will be deemed to have been
distributed to such Holder and that, pursuant to the Governing
Instrument, Preferred Security Holders may be obligated to make payments
or provide indemnity or security under the circumstances set forth
therein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the
heading "Legal Opinions" in the Prospectus forming a part thereof. In
giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. This opinion speaks only
as of the date hereof and is based on our understandings and assumptions
as to present facts, and on our review of the above referenced documents
and the application of Delaware law as the same exist as of the date
hereof, and we undertake no obligation to update or supplement this
opinion after the date hereof for the benefit of any person or entity
with respect to any facts or circumstances that may hereafter come to
our attention or any changes in facts or law that may hereafter occur or
take effect. This opinion is intended solely for the benefit of the
addressee hereof in connection with the matters contemplated hereby and
may not be relied on by any other person or entity or for any other
purpose without our prior written consent.
Very truly yours,
/s/ MORRIS, NICHOLS, ARSHT & TUNNEL
