<PAGE>
Filed pursuant to Rule 424(b)(2)
Registration Number 333-01807
PROSPECTUS SUPPLEMENT [LOGO]
(To Prospectus Dated April 5, 1996)
8,725,000 DECS-SM-
(DEBT EXCHANGEABLE FOR COMMON STOCK-SM-)
SALOMON INC
7 5/8% EXCHANGEABLE NOTES DUE MAY 15, 1999
(SUBJECT TO EXCHANGE INTO SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.)
The principal amount of each of the 7 5/8% Exchangeable Notes Due May 15, 1999
(each, a "DECS"), of Salomon Inc, a Delaware corporation (the "Company"), being
offered hereby will be $26.625 (the last sale price of the common stock, par
value $.01 per share (the "FSA Holdings Common Stock"), of Financial Security
Assurance Holdings Ltd., a New York corporation ("FSA Holdings"), on May 7,
1996, as reported on the New York Stock Exchange Composite Tape) (the "Initial
Price"). The DECS will mature on May 15, 1999. Interest on the DECS, at the rate
of 7 5/8% of the principal amount per annum, is payable quarterly on February
15, May 15, August 15 and November 15, beginning August 15, 1996. The DECS are
not subject to redemption or any sinking fund prior to maturity.
At maturity (including as a result of acceleration or otherwise), the principal
amount of each DECS will be mandatorily exchanged by the Company into a number
of shares of FSA Holdings Common Stock (or, at the Company's option under the
circumstances described herein, the cash equivalent) at the Exchange Rate (as
defined herein). The Exchange Rate is equal to, subject to certain adjustments,
(a) if the Maturity Price per share of FSA Holdings Common Stock is greater than
or equal to $32.48 per share of FSA Holdings Common Stock, 0.8197 shares of FSA
Holdings Common Stock per DECS, (b) if the Maturity Price is less than $32.48
but is greater than the Initial Price, a fractional share of FSA Holdings Common
Stock per DECS so that the value thereof at the Maturity Price equals the
Initial Price and (c) if the Maturity Price is less than or equal to the Initial
Price, one share of FSA Holdings Common Stock per DECS. The "Maturity Price"
means the average Closing Price (as defined herein) per share of FSA Holdings
Common Stock on the 20 Trading Days (as defined herein) immediately prior to
maturity, except as otherwise described herein. Accordingly, the value of the
FSA Common Stock to be received by holders of the DECS (or the cash equivalent)
at maturity will not necessarily equal the principal amount thereof. The DECS
will be unsecured obligations of the Company ranking pari passu with all of its
other unsecured and unsubordinated indebtedness. FSA Holdings will have no
obligations with respect to the DECS. See "Description of the DECS."
SEE "RISK FACTORS RELATING TO DECS" BEGINNING ON PAGE S-3 FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.
Attached hereto is a prospectus of FSA Holdings relating to the shares of FSA
Holdings Common Stock that may be received by holders of DECS at maturity. The
FSA Holdings Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "FSA".
For a discussion of certain United States federal income tax consequences for
holders of DECS, see "Certain United States Federal Income Tax Considerations."
"DECS" and "Debt Exchangeable for Common Stock" are service marks of Salomon
Brothers Inc.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
<PAGE>
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT COMPANY(1)(2)
<S> <C> <C> <C>
Per DECS......................................... $26.625 $0.79 $25.835
Total (3)........................................ $232,303,125 $6,892,750 $225,410,375
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from May 13, 1996 to the date of delivery.
(2) U S WEST, Inc. has agreed to reimburse expenses payable by the Company,
estimated at $275,000.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to an aggregate of 1,071,303 additional DECS at the Price to Public, less
Underwriting Discount, solely to cover over-allotments, if any. If the
Underwriters exercise such option in full, the total Price to Public,
Underwriting Discount and Proceeds to the Company will be $260,826,567,
$7,739,079 and $253,087,488, respectively. See "Plan of Distribution."
The DECS are offered subject to receipt and acceptance by the Underwriters, to
prior sales 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 DECS will be made at the office of Salomon Brothers Inc,
Seven World Trade Center, New York, New York, or through the facilities of The
Depository Trust Company, on or about May 13, 1996.
The Company or one or more of its subsidiaries may from time to time purchase or
acquire a position in the DECS and may, at its option, hold or resell such DECS.
Salomon Brothers Inc, an indirect wholly owned subsidiary of the Company,
expects to offer and sell previously issued DECS in the course of its business
as a broker-dealer. Salomon Brothers Inc may act as principal or agent in such
transactions. This Prospectus Supplement and the accompanying Prospectus 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
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS
The date of this Prospectus Supplement is May 8, 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DECS AND THE
FSA HOLDINGS COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE (WITH RESPECT TO THE FSA HOLDINGS COMMON STOCK) 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 (the "Exchange Act") (File No. 1-4346), are
incorporated herein by reference: (i) the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 and (ii) the Company's Current Reports on
Form 8-K dated January 23, 1996, February 1, 1996, February 12, 1996 and April
23, 1996. See "Incorporation of Certain Documents By Reference" in the
Prospectus of Salomon Inc accompanying this Prospectus Supplement.
S-2
<PAGE>
RISK FACTORS RELATING TO DECS
As described in more detail below, the trading price of the DECS may vary
considerably prior to maturity (including by acceleration or otherwise,
"Maturity") due to, among other things, fluctuations in the market price of FSA
Holdings Common Stock and other events that are difficult to predict and beyond
the Company's control.
COMPARISON TO OTHER DEBT SECURITIES; RELATIONSHIP TO FSA HOLDINGS COMMON STOCK
The terms of the DECS differ from those of ordinary debt securities in that
the value of the FSA Holdings Common Stock (or cash equivalent thereof) that a
holder of the DECS will receive upon mandatory exchange of the principal amount
thereof at Maturity (the "Amount Receivable at Maturity") is not fixed, but is
based on the market price of the FSA Holdings Common Stock as specified in the
Exchange Rate (as defined under "Description of the DECS"). There can be no
assurance that the Amount Receivable at Maturity will be equal to or greater
than the principal amount of the DECS. For example, if the Maturity Price of the
FSA Holdings Common Stock is less than the Initial Price, the Amount Receivable
at Maturity will be less than the principal amount paid for the DECS, in which
case an investment in the DECS would result in a loss and, if FSA Holdings is
insolvent or bankrupt, could result in a total loss. Holders of DECS, therefore,
bear the full risk of a decline in the value of the FSA Holdings Common Stock
prior to Maturity.
In addition, the opportunity for equity appreciation afforded by an
investment in the DECS is less than the opportunity for equity appreciation
afforded by an investment in FSA Holdings Common Stock because the Amount
Receivable at Maturity will only exceed the principal amount of such DECS if the
Maturity Price exceeds the Threshold Appreciation Price (as defined under
"Description of the DECS"), which represents an appreciation of 22.0% of the
Initial Price. Moreover, holders of the DECS will only be entitled to receive
upon exchange at Maturity 81.97% of any appreciation of the value of FSA
Holdings Common Stock in excess of the Threshold Appreciation Price. See
"Description of the DECS" for an illustration of the Amount Receivable at
Maturity that a DECS holder would receive at various Maturity Prices. Because
the market price of the FSA Holdings Common Stock is subject to market
fluctuations, the Amount Receivable at Maturity may be more or less than the
principal amount of the DECS.
It is impossible to predict whether the price of FSA Holdings Common Stock
will rise or fall. Trading prices of FSA Holdings Common Stock will be
influenced by FSA Holdings's operational results and by complex and interrelated
political, economic, financial and other factors that can affect the capital
markets generally, the stock exchange on which FSA Holdings Common Stock is
traded and the market segment of which FSA Holdings is a part. See the
prospectus relating to FSA Holdings and to FSA Holdings Common Stock attached
hereto. Trading prices of FSA Holdings Common Stock also may be influenced if
the Company, another market participant or a principal shareholder of FSA
Holdings hereafter issues securities with terms similar to those of the DECS or
otherwise transfers shares of FSA Holdings Common Stock.
IMPACT OF THE DECS ON THE MARKET FOR THE FSA HOLDINGS COMMON STOCK
It is not possible to predict accurately how or whether the DECS will trade
in the secondary market or whether such market will be liquid. Any market that
develops for the DECS is likely to influence and be influenced by the market for
the FSA Holdings Common Stock. For example, the price of the FSA Holdings Common
Stock could become more volatile and could be depressed by investors'
anticipation of the potential distribution into the market of substantial
additional amounts of FSA Holdings Common Stock at the maturity of the DECS, by
possible sales of the FSA Holdings Common Stock by investors who view the DECS
as a more attractive means of equity participation in FSA Holdings and by
hedging or arbitrage trading activity that may develop involving the DECS and
the FSA Holdings Common Stock.
DILUTION OF FSA HOLDINGS COMMON STOCK
The Amount Receivable at Maturity is subject to adjustment for certain
events arising from stock splits and combinations, stock dividends and certain
other actions of FSA Holdings that modify its capital structure. See
"Description of the DECS -- Dilution Adjustments; Reorganization Events." Such
S-3
<PAGE>
Amount Receivable at Maturity may not be adjusted for other events, such as
offerings of FSA Holdings Common Stock for cash or in connection with
acquisitions, that may adversely affect the price of FSA Holdings Common Stock
and, because of the relationship of such Amount Receivable at Maturity to the
price of FSA Holdings Common Stock, such other events may adversely affect the
trading price of the DECS. There can be no assurance that FSA Holdings will not
make offerings of FSA Holdings Common Stock or take such other action in the
future or as to the amount of such offerings, if any.
In addition, until such time, if any, as the Company shall deliver shares of
FSA Holdings Common Stock to holders of the DECS at Maturity thereof, holders of
the DECS will not be entitled to any rights with respect to FSA Holdings Common
Stock (including, without limitation, voting rights and the rights to receive
any dividends or other distributions in respect thereof).
NO OBLIGATION ON THE PART OF U S WEST OR FSA HOLDINGS WITH RESPECT TO THE DECS
In connection with the sale of the DECS offered hereby, the Company expects
to purchase from U S WEST an exchangeable note (the "U S WEST DECS") in the same
principal amount as the DECS that will obligate U S WEST to deliver to the
Company at or prior to Maturity a number of shares of FSA Holdings Common Stock
(or, at U S WEST's option under certain circumstances, the cash equivalent) that
are expected to have the same value as the Amount Receivable at Maturity.
Nevertheless, the purchase and sale of the U S WEST DECS is a commercial
transaction and does create any rights in, or for the benefit of, any third
party, including any holder of DECS. The Company has no obligation to retain the
U S WEST DECS and investors in the DECS will have no recourse to U S WEST in the
event of a default under the DECS offered hereby.
The Company has no affiliation with either U S WEST or FSA Holdings and
neither U S WEST nor FSA Holdings has any obligation with respect to the DECS or
the Amount Receivable at Maturity, including any obligation to take the needs of
the Company or of holders of the DECS into consideration for any reason. FSA
Holdings will not receive any of the proceeds of the offering of the DECS made
hereby and is not responsible for, and has not participated in, the
determination of the time of, prices for or quantities of DECS to be issued.
Neither U S WEST nor FSA Holdings is involved with the administration or trading
of the DECS or the determination or calculation of the Amount Receivable at
Maturity.
In the event U S WEST does not perform under the U S WEST DECS, the Company
will be required to otherwise acquire shares of FSA Holdings Common Stock for
delivery to the holders of the DECS (or, at the option of the Company where
permitted by applicable law, to pay the cash equivalent).
POSSIBLE ILLIQUIDITY OF THE SECONDARY MARKET
It is not possible to predict how the DECS will trade in the secondary
market or whether such market will be liquid or illiquid. DECS are novel and
innovative securities and there is currently no secondary market for the DECS.
The DECS will not be listed or traded on any securities exchange or trading
market. Accordingly, pricing information for the DECS may be difficult to obtain
and the liquidity of the DECS may be limited. The Underwriters currently intend,
but are not obligated, to make a market in the DECS. There can be no assurance
that a secondary market will develop or, if a secondary market does develop,
that it will provide the holders of the DECS with liquidity or that it will
continue for the life of the DECS.
UNCERTAINTY OF FEDERAL INCOME TAX CONSEQUENCES
No statutory, judicial or administrative authority directly addresses the
characterization of the DECS or instruments similar to the DECS for U.S. federal
income tax purposes. As a result, significant aspects of the U.S. federal income
tax consequences of an investment in the DECS are not certain. No ruling is
being requested from the Internal Revenue Service with respect to the DECS and
no assurance can be given that the Internal Revenue Service will agree with the
conclusions expressed under "Certain United States Federal Income Tax
Considerations."
RISK FACTORS RELATING TO FSA HOLDINGS
Investors in the DECS should carefully consider the information in the
prospectus of FSA Holdings attached hereto, including the information contained
therein under "Risk Factors."
S-4
<PAGE>
SALOMON INC
Salomon Inc was incorporated in 1960 under the laws of the State of
Delaware. Salomon Inc conducts global investment banking, global securities and
commodities trading, and U.S. oil refining and gathering activities. Investment
banking activities are conducted by Salomon Brothers Holding Company Inc and its
subsidiaries, including Salomon Brothers Inc ("Salomon Brothers"). Salomon
Brothers provides capital raising, advisory, trading and risk management
services to its customers, and executes proprietary trading strategies on its
own behalf. Salomon Inc's commodities trading activities are conducted by the
Company's wholly-owned subsidiary, Phibro Inc. and its subsidiaries. Oil
refining and gathering activities are conducted by Basis Petroleum, Inc.
RECENT DEVELOPMENTS CONCERNING SALOMON INC
On April 23, 1996, Salomon Inc announced first quarter net income of $276
million, representing the third most profitable quarter in the Company's
history. Net revenues (total revenues less interest expense) for the first
quarter of $1.2 billion were up 61% from the first quarter of 1995. Primary
return on equity increased from 7% in the first quarter of 1995 to 26% in this
year's first quarter (34% excluding oil refining and production activities.)
Salomon Brothers recorded pretax income of $368 million in the first
quarter, up from $60 million in the first quarter of 1995. Net revenues for the
first quarter of $1.0 billion were up 68% from the first quarter of 1995,
principally reflecting broad based strength in sales and trading.
Strong first quarter results coupled with the February 1996 issuance of $250
million of perpetual preferred stock resulted in a 12% increase in stockholders'
equity from year-end 1995. Average assets for the first quarter were $191
billion.
The following table presents selected unaudited historical financial
information for the Company and its consolidated subsidiaries for and as of the
three month periods ended March 31, 1996, December 31, 1995 and March 31, 1995.
UNAUDITED SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------
MARCH 31, DECEMBER 31, MARCH 31,
1996 1995 1995
------------ -------------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues:
Interest and dividends................................................................ $ 1,573 $ 1,859 $ 1,608
Principal transactions................................................................ 651 268 370
Investment banking.................................................................... 181 168 22
Commissions........................................................................... 90 80 89
Other................................................................................. (27) -- (21)
------------ -------------- ----------
Total revenues........................................................................ 2,468 2,375 2,068
Interest expense...................................................................... 1,275 1,549 1,325
------------ -------------- ----------
Revenues, net of interest expense..................................................... 1,193 826 743
------------ -------------- ----------
Noninterest expenses:
Compensation and employee-related..................................................... 556 425 431
Technology............................................................................ 55 60 64
Professional services and business development........................................ 44 53 45
Occupancy............................................................................. 43 45 41
Clearing and exchange fees............................................................ 17 15 16
Other................................................................................. 17 (6) 12
------------ -------------- ----------
Total noninterest expenses............................................................ 732 592 609
------------ -------------- ----------
Income before income taxes............................................................ 461 234 134
Income tax expense.................................................................... 185........ 66 53
------------ -------------- ----------
Net income............................................................................ $ 276 $ 168 $ 81
------------ -------------- ----------
------------ -------------- ----------
BALANCE SHEET DATA (AS OF END OF PERIOD):
Average assets for the quarter........................................................ $ 191,000 $ 184,000 $ 172,000
Common equity......................................................................... 4,061 3,831 3,543
Redeemable preferred equity........................................................... 560 560 700
Perpetual preferred equity............................................................ 562 312 312
</TABLE>
S-5
<PAGE>
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
FSA Holdings, through its indirect wholly owned subsidiary, Financial
Security Assurance Inc. ("FSA"), is primarily engaged in the business of
providing financial guaranty insurance on asset-backed securities and municipal
bonds. FSA was the first insurance company organized to insure asset-backed
obligations and has been a leading insurer of asset-backed obligations (based on
number of transactions insured) since its inception in 1985. FSA expanded the
focus of its business in 1990 to include financial guaranty insurance of
municipal obligations.
FSA's underwriting policy is to insure asset-backed and municipal
obligations that would otherwise be investment grade without the benefit of
FSA's insurance. The asset-backed obligations insured by FSA are generally
issued in structured transactions and are backed by pools of assets such as
residential mortgage loans, consumer or trade receivables, securities or other
assets having an ascertainable cash flow or market value. The municipal
obligations insured by FSA consist primarily of general obligation bonds that
are supported by the issuers' taxing power and special revenue bonds and other
special obligations of state and local governments that are supported by the
issuers' ability to impose and collect fees and charges for public services or
specific projects. Financial guaranty insurance written by FSA guarantees
payment when due of scheduled payments on an issuer's obligation. In the case of
a payment default on an insured obligation, FSA is generally required to pay the
principal, interest or other amounts due in accordance with the obligation's
original payment schedule or, at its option, to pay such amounts on an
accelerated basis.
FSA Holdings' business strategy is to remain a leading insurer of
asset-backed obligations and to become a more prominent insurer of municipal
obligations. FSA Holdings expects to continue to emphasize a diversified insured
portfolio characterized by insurance of both asset-backed and municipal
obligations, with a broad geographic distribution and a variety of revenue
sources and transaction structures.
In December 1995, FSA Holdings acquired Capital Guaranty Corporation
("Capital Guaranty") in a merger transaction in which Capital Guaranty became a
direct wholly owned subsidiary of FSA Holdings (the "Merger"). Capital Guaranty,
through its wholly owned subsidiary, Capital Guaranty Insurance Company
("CGIC"), provided financial guaranty insurance on municipal bonds. In
connection with the Merger, CGIC, whose principal business is now as a reinsurer
of policies written by FSA, changed its name to "Financial Security Assurance of
Maryland Inc."
For the year ended December 31, 1995, FSA had gross premiums written of
$110.7 million, of which 49% related to insurance of municipal obligations and
51% related to insurance of asset-backed obligations. At December 31, 1995, FSA
had net insurance in force of $75.4 billion, of which 70% represented insurance
on municipal obligations and 30% represented insurance on asset-backed
obligations.
At December 31, 1995, FSA Holdings and its subsidiaries had total assets of
$1,490.3 million, an increase of 38.7% from December 31, 1994, and shareholders'
equity of $777.9 million, an increase of 42.6% from December 31, 1994, which
increases are partially the result of the Merger.
RECENT DEVELOPMENTS CONCERNING
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
On April 17, 1996, FSA Holdings announced first quarter 1996 net income of
$19.5 million, or $0.62 per share, as compared with $10.8 million, or $0.42 per
share, for the first quarter of 1995. At March 31, 1996, FSA Holdings and its
subsidiaries had total assets of $1,545.2 million. The present value ("PV") of
gross premiums originated by FSA Holdings (which includes the PV of installment
premiums) in the first quarter of 1996 was $61.4 million, of which $24.2
million, or 39.4%, related to insurance of municipal obligations and $37.2
million, or 60.6%, related to insurance of asset-backed obligations. See "Recent
Developments" in the prospectus of FSA Holdings attached hereto.
------------------------
For additional information about FSA Holdings and Capital Guaranty, see the
prospectus of FSA Holdings attached hereto. FSA Holdings is subject to the
informational requirements of the Exchange
S-6
<PAGE>
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. The prospectus of FSA Holdings attached hereto
incorporates the 1995 Annual Report on Form 10-K of FSA Holdings and the 1994
Annual Report on Form 10-K of Capital Guaranty, the Current Report on Form 8-K
of FSA Holdings, the description of the FSA Holdings Common Stock contained in
FSA Holdings' Registration Statement on Form 8-A, declared effective on May 6,
1994, the Quarterly Reports on Form 10-Q of Capital Guaranty for the quarters
ended March 31, June 30 and September 30, 1995, and all documents filed by FSA
Holdings pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of such prospectus and prior to the termination of this
DECS offering. Such documents may be inspected and copied at the public
reference facilities maintained by the Commission in Washington, D.C. and at its
regional offices and at the offices of the NYSE, on which the FSA Holdings
Common Stock is listed. Such documents, without exhibits, also may be obtained
by writing to the Secretary of FSA Holdings, Financial Security Assurance
Holdings Ltd., 350 Park Avenue, New York, New York 10022 (telephone number (212)
826-0100). See "Available Information" and "Incorporation of Certain Documents
by Reference" in the prospectus of FSA Holdings attached hereto.
FSA Holdings is not affiliated with the Company, will not receive any
proceeds from the sale of the DECS and will have no obligations with respect to
the DECS. The prospectus of FSA Holdings is attached hereto and delivered to
prospective purchasers of DECS together with this Prospectus Supplement and
accompanying Prospectus for convenience of reference only. The prospectus of FSA
Holdings does not constitute a part of this Prospectus Supplement or the
accompanying Prospectus, nor is it incorporated by reference herein.
S-7
<PAGE>
RELATIONSHIP BETWEEN U S WEST AND FSA HOLDINGS
In connection with the sale of the DECS offered hereby, the Company expects
to purchase the U S WEST DECS from U S WEST. Under the terms of the U S WEST
DECS, U S WEST may deliver to the Company a number of shares of FSA Holdings
Common Stock (or at U S WEST's option under certain circumstances, the cash
equivalent) that are expected to have the same value as the Amount Receivable at
Maturity.
U S WEST Capital Corporation, a wholly owned subsidiary of U S WEST
("USWCC"), currently owns approximately 15,856,910 shares of FSA Holdings Common
Stock (50.3% of the outstanding FSA Holdings Common Stock at March 1, 1996) and
has the right to vote 13,962,970 shares of FSA Holdings Common Stock (41.7% of
the voting power of the outstanding equity of FSA Holdings at March 1, 1996). Of
such ownership interest, up to 9,796,303 shares may be delivered to the Company
at maturity (whether by acceleration or otherwise) of the U S WEST DECS. In
addition, four of the directors of FSA Holdings are officers of U S WEST or its
affiliates. FSA Holdings is operated as a corporation independent from U S WEST,
and while U S WEST may have some influence over FSA Holdings, U S WEST does not
consider that its ownership of FSA Holdings Common Stock affords it the power to
control the management of FSA Holdings. Moreover, because U S WEST is not
required to retain its current holdings of shares of FSA Holdings Common Stock
in connection with the U S WEST DECS or otherwise and may sell some or all of
such shares from time to time, there can be no assurance that U S WEST will have
any influence over the actions and decisions taken and made by FSA Holdings. A
principal shareholder of FSA Holdings has a right of first offer with respect to
the shares of FSA Holdings Common Stock which may be delivered by U S WEST to
the Company at maturity including acceleration of the U S WEST DECS. In the
event such shareholder exercises such option, U S WEST may be required to
deliver cash to the Company at maturity of the U S WEST DECS. For a description
of certain relationships between U S WEST and FSA Holdings, see "Certain
Relationships and Related Transactions" in the prospectus of FSA Holdings
attached hereto.
On April 29, 1996, U S WEST and FSA Holdings announced plans to enter into a
series of transactions (the "Sale Transactions") pursuant to which USWCC will
sell up to 3,700,000 shares of the FSA Holdings Common Stock it currently owns
to FSA Holdings, National Westminster Bank Plc or an affiliate or designee
thereof ("NatWest") and Fund American Enterprises Holdings, Inc. ("Fund
American") at a price of $26.50 per share. With respect to the shares sold by
USWCC to NatWest, FSA Holdings will concurrently enter into a five-year forward
agreement with NatWest pursuant to which FSA Holdings will have the option to
either purchase such shares for a price of $26.50 per share less certain
carrying costs or direct NatWest to sell such shares. Assuming (i) the sale by
USWCC of 3,500,000 shares of FSA Holdings Common Stock pursuant to the Sale
Transactions, (ii) the delivery by U S WEST of 9,796,303 shares of FSA Holdings
Common Stock at maturity of the U S WEST DECS and (iii) the exercise by Fund
American of the options held by Fund American to purchase 2,560,607 shares of
FSA Holdings Common Stock from USWCC, USWCC would thereafter own no shares of
FSA Holdings Common Stock. See "Recent Developments -- The Sale Transactions" in
the prospectus of FSA Holdings attached hereto.
In connection with the offering of the DECS, FSA Holdings and U S WEST have
agreed to indemnify the Company against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act"),
and U S WEST has agreed to pay the expenses of the Company incurred in
connection therewith. The Company has no affiliation with either U S WEST or FSA
Holdings and neither U S WEST nor FSA Holdings has any obligation with respect
to the DECS. See "Risk Factors Relating to DECS -- No Obligation on the Part of
U S WEST or FSA Holdings with Respect to the DECS."
S-8
<PAGE>
PRICE RANGE AND DIVIDEND HISTORY
OF FSA HOLDINGS COMMON STOCK
FSA Holdings Common Stock has been traded on the NYSE under the symbol "FSA"
since May 1994. The following table sets forth the high and low sales prices for
the FSA Holdings Common Stock for the calendar quarters indicated as reported on
the NYSE consolidated transaction system.
<TABLE>
<CAPTION>
SALES PRICES
-------------------- DIVIDENDS
HIGH LOW PAID
-------- -------- ------
<S> <C> <C> <C>
1994
May 6 -- June 30.......................................... $ 22 5/8 $ 20 $0.00
Third Quarter............................................. 22 1/2 20 0.08
Fourth Quarter............................................ 22 3/4 18 3/4 0.08
1995
First Quarter............................................. $ 21 5/8 $ 19 $0.08
Second Quarter............................................ 25 1/2 21 1/2 0.08
Third Quarter............................................. 27 3/4 24 1/4 0.08
Fourth Quarter............................................ 27 24 1/2 0.08
1996
First Quarter............................................. $ 26 3/4 $ 24 0.08
Second Quarter (through May 7, 1996)...................... 27 25 3/8
</TABLE>
As of April 28, 1996, there were approximately 2,100 holders of record of
FSA Holdings Common Stock and 31,268,660 shares of FSA Holdings Common Stock
outstanding, including 1,007,641 shares held by or for the account of FSA
Holdings and its subsidiaries.
For a recent sales price of the FSA Holdings Common Stock, see the cover
page of this Prospectus Supplement. See also "Price Range of Common Stock and
Dividends" in the prospectus of FSA Holdings attached hereto.
The Company makes no representation as to the amount of dividends, if any,
that FSA Holdings will pay in the future. In any event, holders of the DECS will
not be entitled to receive any dividends that may be payable on the FSA Holdings
Common Stock until such time as the Company, if it so elects, delivers FSA
Holdings Common Stock at Maturity of the DECS, and then only with respect to
dividends having a record date on or after the date of delivery of such FSA
Holdings Common Stock. See "Description of the DECS."
USE OF PROCEEDS
The net proceeds to be received by the Company from sales of the DECS will
be used to purchase the U S WEST DECS.
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<PAGE>
DESCRIPTION OF THE DECS
The following description of the particular terms of the DECS supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Debt Securities set forth in the
accompanying Prospectus, to which description reference is hereby made.
GENERAL
The DECS are a series of Debt Securities (as defined in the Prospectus), to
be issued under the Senior Debt Indenture dated as of December 1, 1988 as
supplemented from time to time, (the "Indenture") between the Company and
Citibank, N.A., a national banking association, as Trustee (the "Trustee").
The DECS will constitute Senior Indebtedness (as defined in the Prospectus)
of the Company, will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The aggregate number
of DECS to be issued will be 8,725,000 plus such additional number of DECS as
may be issued pursuant to the over-allotment option granted by the Company to
the Underwriters (see "Plan of Distribution"). The DECS will mature on May 15,
1999. In the future, the Company may issue additional Debt Securities or other
securities with terms similar to those of the DECS.
Each DECS, which will be issued with a principal amount of $26.625, will
bear interest at the annual rate of 7.625% of the principal amount per annum (or
$2.03 per annum) from May 13, 1996, or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or provided for until
the principal amount thereof is exchanged at Maturity pursuant to the terms of
the DECS. Interest on the DECS will be payable quarterly in arrears on February
15, May 15, August 15 and November 15, commencing August 15, 1996 (each, an
"Interest Payment Date"), to the persons in whose names the DECS are registered
at the close of business on the last day of the calendar month immediately
preceding such Interest Payment Date, provided that interest payable at Maturity
shall be payable to the person to whom the principal is payable. Interest on the
DECS will be computed on the basis of a 360-day year of twelve 30-day months. If
an Interest Payment Date falls on a day that is not a Business Day (as defined
below), the interest payment to be made on such Interest Payment Date will be
made on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date, and no additional interest will accrue as a
result of such delayed payment.
At Maturity (including as a result of acceleration or otherwise), the
principal amount of each DECS will be mandatorily exchanged by the Company into
a number of shares of FSA Holdings Common Stock at the Exchange Rate (as defined
below). The "Exchange Rate" is equal to, (a) if the Maturity Price (as defined
below) per share of FSA Holdings Common Stock is greater than or equal to $32.48
per share of FSA Holdings Common Stock (the "Threshold Appreciation Price"),
0.8197 shares of FSA Holdings Common Stock per DECS, (b) if the Maturity Price
is less than the Threshold Appreciation Price but is greater than the Initial
Price, a fractional share of FSA Holdings Common Stock per DECS so that the
value thereof (determined at the Maturity Price) is equal to the Initial Price
and (c) if the Maturity Price is less than or equal to the Initial Price, one
share of FSA Holdings Common Stock per DECS. ACCORDINGLY, THE VALUE OF THE FSA
HOLDINGS COMMON STOCK TO BE RECEIVED BY HOLDERS OF THE DECS (OR, AS DISCUSSED
BELOW, THE CASH EQUIVALENT TO BE RECEIVED IN LIEU OF SUCH SHARES) AT MATURITY
WILL NOT NECESSARILY EQUAL THE PRINCIPAL AMOUNT OF SUCH DECS. The numbers of
shares of FSA Holdings Common Stock per DECS specified in clauses (a) and (c)
above of the Exchange Rate definition are hereinafter referred to as the "Share
Components". Any shares of FSA Holdings Common Stock delivered by the Company to
the holders of the DECS that are not affiliated with FSA Holdings shall be free
of any transfer restrictions and the holders of the DECS will be responsible for
the payment of any and all brokerage costs upon the subsequent sale of such
shares. No fractional shares of FSA Holdings Common Stock will be issued at
Maturity as provided under "-- Fractional Shares" below. Although it is the
Company's current intention to deliver shares of FSA Holdings Common Stock at
Maturity, the Company may at its option deliver cash, in lieu of delivering such
shares of FSA Holdings Common Stock, except where such delivery would violate
applicable state
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<PAGE>
law. The amount of cash deliverable in respect of each DECS shall be equal to
the product of the number of shares of FSA Holdings Common Stock otherwise
deliverable in respect of such DECS on the date of Maturity multiplied by the
Maturity Price. In the event the Company elects to deliver cash in lieu of
shares at Maturity, it will be obligated pursuant to the Indenture to deliver
cash to all holders of DECS except those holders with respect to whom it has
determined delivery of cash may violate applicable state law and as to whom it
will deliver shares of FSA Holdings Common Stock. The Company does not currently
own a significant number of shares of FSA Holdings Common Stock and, in the
event of a default by U S WEST under the U S WEST DECS, would be required to
acquire sufficient shares (in open market transactions or otherwise), in order
to deliver shares where required by the preceding sentence. On or prior to the
fourth Business Day prior to May 15, 1999, the Company will notify the Trustee,
which in turn will notify The Depository Trust Company, and publish a notice in
a daily newspaper of national circulation stating whether the principal amount
of each DECS will be exchanged for shares of FSA Holdings Common Stock or cash;
provided, however, that if the Company intends to deliver cash, the Company
shall have the right, as a condition to delivery of such cash, to require
certification as to the domicile and residency of each beneficial holder of
DECS. Notwithstanding the foregoing, (i) in the case of certain dilution events,
the Exchange Rate will be subject to adjustment and (ii) in the case of certain
reorganization events, the consideration received by holders of DECS at Maturity
will be cash or other property. See "-- Dilution Adjustments; Reorganization
Events" below.
The "Maturity Price" is defined as the average Closing Price per share of
FSA Holdings Common Stock on the 20 Trading Days immediately prior to (but not
including) the date of Maturity; provided, however, that if there are not 20
Trading Days for the FSA Holdings Common Stock following the 60th calendar day
immediately prior to, but not including, the date of maturity, "Maturity Price"
shall be defined as the market value per share of FSA Holdings Common Stock as
of Maturity as determined by a nationally recognized investment banking firm
retained for such purpose by the Company. The "Closing Price" of any security on
any date of determination means the closing sale price (or, if no closing price
is reported, the last reported sale price) of such security (regular way) on the
NYSE on such date or, if such security is not listed for trading on the NYSE on
any such date, as reported in the composite transactions for the principal
United States securities exchange on which such security is so listed, or if
such security is not so listed on a United States national or regional
securities exchange, as reported by the Nasdaq National Market, or, if such
security is not so reported, the last quoted bid price for such security in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization. A "Trading Day" is defined as a day on which the security the
Closing Price of which is being determined (A) is not suspended from trading on
any national or regional securities exchange or association or over-the-counter
market at the close of business and (B) has traded at least once on the national
or regional securities exchange or association or over-the-counter market that
is the primary market for the trading of such security. "Business Day" means any
day that is not a Saturday, a Sunday or a day on which the NYSE, banking
institutions or trust companies in The City of New York are authorized or
obligated by law or executive order to close.
For illustrative purposes only, the following chart shows the number of
shares of FSA Holdings Common Stock or, where permitted by applicable law, the
amount of cash that a holder of DECS would receive for each DECS at various
Maturity Prices. The table assumes that there will be no adjustments to the
Exchange Rate described under "-- Dilution Adjustments; Reorganization Events"
below. There can be no assurance that the Maturity Price will be within the
range set forth below. Given the Initial Price of
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<PAGE>
$26.625 per DECS and the Threshold Appreciation Price of $32.48, a DECS holder
would receive at Maturity the following number of shares of FSA Holdings Common
Stock or amount of cash (if the Company elects to pay the DECS in cash):
<TABLE>
<CAPTION>
MATURITY PRICE OF NUMBER OF SHARES OF
FSA HOLDINGS FSA HOLDINGS
COMMON STOCK COMMON STOCK AMOUNT OF CASH
- ----------------- --------------------- ----------------
<S> <C> <C>
$ 25.000 1.0000 $ 25.000
26.625 1.0000 26.625
30.000 0.8875 26.625
32.480 0.8197 26.625
34.000 0.8197 27.870
</TABLE>
Interest on the DECS will be payable, and delivery of FSA Holdings Common
Stock (or, at the option of the Company, its cash equivalent) in exchange for
the DECS at Maturity will be made upon surrender of such DECS, at the office or
agency of the Company maintained for such purposes; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the persons in whose names the DECS are registered at the close of business on
the last day of the calendar month immediately preceding the relevant Interest
Payment Date. See "-- Book-Entry System." Initially such office will be the
principal corporate trust office of the Trustee, in the City and State of New
York.
The DECS will be transferable at any time or from time to time at the
aforementioned office. No service charge will be made to the holder for any such
transfer except for any tax or governmental charge incidental thereto.
The Company does not currently own a significant number of shares of FSA
Holdings Common Stock. The Indenture does not contain any restriction on the
ability of the Company to sell, pledge or convey all or any portion of any FSA
Holdings Common Stock that may be acquired by it or its subsidiaries in the
future, and no shares of FSA Holdings Common Stock will be pledged or otherwise
held in escrow for use at Maturity of the DECS. Consequently, in the event of a
bankruptcy, insolvency or liquidation of the Company or its subsidiaries, the
FSA Holdings Common Stock, if any, owned by the Company or its subsidiaries will
be subject to the claims of the creditors of the Company or its subsidiaries,
respectively. In addition, as described herein, the Company will have the
option, exercisable in its sole discretion, to satisfy its obligations pursuant
to the mandatory exchange for the principal amount of each DECS at Maturity by
delivering to holders of the DECS either the number of shares of FSA Holdings
Common Stock specified above or, subject to applicable law, cash in an amount
equal to the product of such number of shares multiplied by the Maturity Price.
In the event U S WEST elects to deliver cash to the Company in satisfaction of
the U S WEST DECS or U S WEST defaults under the U S WEST DECS, a holder of the
DECS may be more likely to receive cash in lieu of FSA Holdings Common Stock. As
a result, there can be no assurance that the Company will elect at Maturity to
deliver FSA Holdings Common Stock or, if it so elects, that it will use all or
any portion of its then-current holdings of FSA Holdings Common Stock, if any,
to make such delivery. Holders of the DECS will not be entitled to any rights
with respect to FSA Holdings Common Stock (including, without limitation, voting
rights and rights to receive any dividends or other distributions in respect
thereof) until such time, if any, as the Company shall have delivered shares of
FSA Holdings Common Stock to holders of the DECS at Maturity thereof and the
applicable record date, if any, for the exercise of such rights occurs after
such date.
DILUTION ADJUSTMENTS; REORGANIZATION EVENTS
The Exchange Rate is subject to adjustment if FSA Holdings shall (i) pay a
stock dividend or make a distribution with respect to FSA Holdings Common Stock
in shares of such stock, (ii) subdivide or split its outstanding shares of FSA
Holdings Common Stock, (iii) combine its outstanding shares of FSA Holdings
Common Stock into a smaller number of shares, (iv) issue by reclassification
(other than a reclassification upon a Reorganization Event, described in the
following paragraph) of its shares of FSA Holdings Common Stock any shares of
common stock of FSA Holdings, (v) issue rights or warrants to all holders of FSA
Holdings Common Stock entitling them to subscribe for or purchase shares of FSA
S-12
<PAGE>
Holdings Common Stock at a price per share less than the market price of the FSA
Holdings Common Stock (other than rights to purchase FSA Holdings Common Stock
pursuant to a plan for the reinvestment of dividends or interest) or (vi) pay a
dividend or make a distribution to all holders of FSA Holdings Common Stock of
evidences of its indebtedness or other assets (excluding any dividends or
distributions referred to in clause (i) above, any shares of common stock issued
pursuant to a reclassification referred to in clause (iv) above or any cash
dividends other than any Extraordinary Cash Dividends (as defined below)) or
issue to all holders of FSA Holdings Common Stock rights or warrants to
subscribe for or purchase any of its securities (other than those referred to in
clause (v) above). In the case of the events referred to in clauses (i), (ii),
(iii) and (iv) above, the Exchange Rate shall be adjusted by adjusting each of
the Share Components of the Exchange Rate in effect immediately prior to such
event so that a holder of any DECS shall be entitled to receive, upon mandatory
exchange of the principal amount of such DECS at Maturity pursuant to either
Share Component of the Exchange Rate, the number of shares of FSA Holdings
Common Stock (or, in the case of a reclassification referred to in clause (iv)
above, the number of shares of other common stock of FSA Holdings issued
pursuant thereto) which such holder of such DECS would have owned or been
entitled to receive immediately following such event had such DECS been
exchanged pursuant to either Share Component of the Exchange Rate immediately
prior to such event or any record date with respect thereto. In the case of the
event referred to in clause (v) above, the Exchange Rate shall be adjusted by
multiplying each of the Share Components of the Exchange Rate in effect
immediately prior to the date of issuance of the rights or warrants referred to
in clause (v) above, by a fraction, of which the numerator shall be the number
of shares of FSA Holdings Common Stock outstanding on the date of issuance of
such rights or warrants, immediately prior to such issuance, plus the number of
additional shares of FSA Holdings Common Stock offered for subscription or
purchase pursuant to such rights or warrants, and of which the denominator shall
be the number of shares of FSA Holdings Common Stock outstanding on the date of
issuance of such rights or warrants, immediately prior to such issuance, plus
the number of additional shares of FSA Holdings Common Stock which the aggregate
offering price of the total number of shares of FSA Holdings Common Stock so
offered for subscription or purchase pursuant to such rights or warrants would
purchase at the market price (determined as the average Closing Price per share
of FSA Holdings Common Stock on the 20 Trading Days immediately prior to the
date such rights or warrants are issued; provided, however, that if there are
not 20 Trading Days for the FSA Holdings Common Stock occurring later than the
60th calendar day immediately prior to, but not including, such date, such
market price shall be determined as the market value per share of FSA Holdings
Common Stock as of such date as determined by a nationally recognized investment
banking firm retained for such purpose by the Company), which shall be
determined by multiplying such total number of shares by the exercise price of
such rights or warrants and dividing the product so obtained by such market
price. To the extent that shares of FSA Holdings Common Stock are not delivered
after the expiration of such rights or warrants, the Exchange Rate shall be
readjusted to the Exchange Rate which would then be in effect had such
adjustments for the issuance of such rights or warrants been made upon the basis
of delivery of only the number of shares of FSA Holdings Common Stock actually
delivered. In the case of the event referred to in clause (vi) above, the
Exchange Rate shall be adjusted by multiplying each of the Share Components of
the Exchange Rate in effect on the record date with respect to such dividend or
distribution referred to in clause (vi) above, by a fraction of which the
numerator shall be the market price per share of the FSA Holdings Common Stock
on the record date for the determination of stockholders entitled to receive the
dividend or distribution referred to in clause (vi) above (such market price
being determined as the average Closing Price per share of FSA Holdings Common
Stock on the 20 Trading Days immediately prior to such record date; provided,
however, that if there are not 20 Trading Days for the FSA Holdings Common Stock
occurring later than the 60th calendar day immediately prior to, but not
including, such record date, such market price shall be determined as the market
value per share of FSA Holdings Common Stock as of such record date as
determined by a nationally recognized investment banking firm retained for such
purpose by the Company), and of which the denominator shall be such market price
per share of FSA Holdings Common Stock less the fair market value (as determined
by the Board of Directors of the Company, whose determination shall be
conclusive, and described in a resolution adopted with respect thereto) as of
such record date of the portion of the assets or evidences of
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<PAGE>
indebtedness so distributed or of such subscription rights or warrants
applicable to one share of FSA Holdings Common Stock. An "Extraordinary Cash
Dividend" means, with respect to any one-year period, all cash dividends on the
FSA Holdings Common Stock during such period to the extent such dividends exceed
on a per share basis 10% of the average Closing Prices of the FSA Holdings
Common Stock over such period (less any such dividends for which a prior
adjustment to the Exchange Rate was previously made). All adjustments to the
Exchange Rate will be calculated to the nearest 1/10,000th of a share of FSA
Holdings Common Stock (or, if there is not a nearest 1/10,000th of a share, to
the next lower 1/10,000th of a share). No adjustment in the Exchange Rate shall
be required unless such adjustment would require an increase or decrease of at
least one percent therein; provided, however, that any adjustments which by
reason of the foregoing are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. If an adjustment is made to the
Exchange Rate pursuant to clauses (i), (ii), (iii), (iv), (v) or (vi) above, an
adjustment shall also be made to the Maturity Price solely to determine which of
clauses (a), (b) or (c) of the Exchange Rate definition will apply at Maturity.
The required adjustment to the Maturity Price shall be made at Maturity by
multiplying the Maturity Price by the number or fraction determined pursuant to
the Exchange Rate adjustment procedure described above. In the case of the
reclassification of any shares of FSA Holdings Common Stock into any shares of
common stock of FSA Holdings other than FSA Holdings Common Stock, such shares
of common stock shall be deemed shares of FSA Holdings Common Stock solely to
determine the Maturity Price and to apply the Exchange Rate at Maturity. Each
such adjustment to the Exchange Rate and the Maturity Price shall be made
successively.
In the event of (A) any consolidation or merger of FSA Holdings, or any
surviving entity or subsequent surviving entity of FSA Holdings (an "FSA
Holdings Successor"), with or into another entity (other than a merger or
consolidation in which FSA Holdings is the continuing corporation and in which
the FSA Holdings Common Stock outstanding immediately prior to the merger or
consolidation is not exchanged for cash, securities or other property of FSA
Holdings or another corporation), (B) any sale, transfer, lease or conveyance to
another corporation of the property of FSA Holdings or any FSA Holdings
Successor as an entirety or substantially as an entirety, (C) any statutory
exchange of securities of FSA Holdings or any FSA Holdings Successor with
another corporation (other than in connection with a merger or acquisition) or
(D) any liquidation, dissolution or winding up of FSA Holdings or any FSA
Holdings Successor (any such event, a "Reorganization Event"), each holder of
DECS will receive at Maturity, in lieu of shares of FSA Holdings Common Stock,
as described above, cash in an amount equal to (a) if the Transaction Value (as
defined below) is greater than or equal to the Threshold Appreciation Price,
0.8197 multiplied by the Transaction Value, (b) if the Transaction Value is less
than the Threshold Appreciation Price but greater than the Initial Price, the
Initial Price and (c) if the Transaction Value is less than or equal to the
Initial Price, the Transaction Value. "Transaction Value" means (i) for any cash
received in any such Reorganization Event, the amount of cash received per share
of FSA Holdings Common Stock, (ii) for any property other than cash or
securities received in any such Reorganization Event, an amount equal to the
market value at Maturity of such property received per share of FSA Holdings
Common Stock as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company and (iii) for any
securities received in any such Reorganization Event, an amount equal to the
average Closing Price per share of such securities on the 20 Trading Days
immediately prior to Maturity multiplied by the number of such securities
received for each share of FSA Holdings Common Stock; provided, however, that in
the case of clause (iii), if there are not 20 Trading Days for such securities
occurring later than the 60th calendar day immediately prior to, but not
including, the date of Maturity, Transaction Value means the market value per
share of such securities as of Maturity as determined by a nationally recognized
independent investment banking firm retained for such purpose by the Company.
Notwithstanding the foregoing, in lieu of delivering cash as provided above, the
Company may at its option deliver an equivalent value of securities or other
property received in such Reorganization Event, determined in accordance with
clause (ii) or (iii) above, as applicable. If the Company elects to deliver
securities or other property, holders of the DECS will be responsible for the
payment of any and all brokerage and other transaction costs upon the sale of
such
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<PAGE>
securities or other property. The kind and amount of securities into which the
DECS shall be exchangeable after consummation of such transaction shall be
subject to adjustment as described in the immediately preceding paragraph
following the date of consummation of such transaction.
No adjustments will be made for certain other events, such as offerings of
FSA Holdings Common Stock by FSA Holdings for cash or in connection with
acquisitions.
The Company is required, within ten Business Days following the occurrence
of an event that requires an adjustment to the Exchange Rate or the occurrence
of a Reorganization Event (or, in either case, if the Company is not aware of
such occurrence, as soon as practicable after becoming so aware), to provide
written notice to the Trustee and to each holder of DECS of the occurrence of
such event including a statement in reasonable detail setting forth the method
by which the adjustment to the Exchange Rate or change in the consideration to
be received by holders of DECS following the Reorganization Event was determined
and setting forth the revised Exchange Rate or consideration, as the case may
be; provided, however, that, in respect of any adjustment to the Maturity Price,
such notice will only disclose the factor by which the Maturity Price is to be
multiplied in order to determine which clause of the Exchange Rate definition
will apply at Maturity.
FRACTIONAL SHARES
No fractional shares of FSA Holdings Common Stock will be issued if the
Company exchanges the DECS for shares of FSA Holdings Common Stock. If more than
one DECS shall be surrendered for exchange at one time by the same holder, the
number of full shares of FSA Holdings Common Stock which shall be delivered upon
exchange, in whole or in part, as the case may be, shall be computed on the
basis of the aggregate number of DECS so surrendered at Maturity. In lieu of any
fractional share otherwise issuable in respect of all DECS of any holder which
are exchanged at Maturity, such holder shall be entitled to receive an amount in
cash equal to the value of such fractional share at the Maturity Price.
REDEMPTION
The DECS are not subject to redemption prior to Maturity and do not contain
sinking fund or other mandatory redemption provisions. The DECS are not subject
to payment prior to the date of Maturity at the option of the holder.
BOOK-ENTRY SYSTEM
It is expected that the DECS will be issued in the form of one or more
global securities (the "Global Securities") deposited with The Depository Trust
Company (the "Depositary") and registered in the name of a nominee of the
Depositary.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to Section 17A of the Exchange Act. The
Depositary was created to hold securities of persons who have accounts with the
Depositary ("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of certificates. Such participants
include securities brokers and dealers, banks, trust companies and clearing
corporations. Indirect access to the Depositary's book-entry system also is
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.
Upon the issuance of a Global Security, the Depositary or its nominee will
credit the respective DECS represented by such Global Security to the accounts
of participants. The accounts to be credited shall be designated by the
Underwriters. Ownership of beneficial interests in the Global Securities will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests by participants in such Global Securities will
be shown on, and the transfer of those ownership interests will be effected only
through, records maintained by the Depositary or its nominee for such
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<PAGE>
Global Securities. Ownership of beneficial interests in such Global Securities
by persons that hold through participants will be shown on, and the transfer of
that ownership interest within such participant will be effected only through,
records maintained by such participant. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the DECS for all
purposes under the Indenture. Except as set forth below, owners of beneficial
interests in such Global Securities will not be entitled to have the DECS
registered in their names, will not receive or be entitled to receive physical
delivery of the DECS in definitive form and will not be considered the owners or
holders thereof under the Indenture.
Payment of principal of and any interest on the DECS registered in the name
of or held by the Depositary or its nominee will be made to the Depositary or
its nominee, as the case may be, as the registered owner or the holder of the
Global Security. None of the Company, the Trustee, any Paying Agent or any
securities registrar for the DECS will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of a permanent Global Security, will credit
immediately participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such Global
Security as shown on the records of the Depositary. The Company also expects
that payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants.
A Global Security may not be transferred except as a whole by the Depositary
to a nominee or a successor of the Depositary. If the Depositary is at any time
unwilling or unable to continue as depositary and a successor depositary is not
appointed by the Company within ninety days, the Company will issue DECS in
definitive registered form in exchange for the Global Security representing such
DECS. In addition, the Company may at any time and in its sole discretion
determine not to have any DECS represented by one or more Global Securities and,
in such event, will issue DECS in definitive form in exchange for all of the
Global Securities representing the DECS. Further, if the Company so specifies
with respect to the DECS, an owner of a beneficial interest in a Global Security
representing DECS may, on terms acceptable to the Company and the Depositary for
such Global Security, receive DECS in definitive form. In any such instance, an
owner of a beneficial interest in a Global Security will be entitled to physical
delivery in definitive form of DECS represented by such Global Security equal in
number to that represented by such beneficial interest and to have such DECS
registered in its name.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is based upon the advice of the Company's counsel,
Cravath, Swaine and Moore, as to certain of the material U.S. federal income tax
consequences that may be relevant to a citizen or resident of the United States,
a corporation, partnership or other entity created or organized under the laws
of the United States and an estate or trust the income of which is subject to
U.S. federal income taxation regardless of its source (any of the foregoing, a
"U.S. person") who is the beneficial owner of a DECS (a "U.S. Holder"). All
references to "holders" (including U.S. Holders) are to beneficial owners of the
DECS. This summary is based on U.S. federal income tax laws, regulations,
rulings and decisions in effect as of the date of this Prospectus Supplement (or
in the case of certain Treasury regulations now in proposed form), all of which
are subject to change at any time (possibly with retroactive effect). As the law
is technical and complex, the discussion below necessarily represents only a
general summary.
S-16
<PAGE>
This summary addresses the U.S. federal income tax consequences to holders
who are initial holders of the DECS and who will hold the DECS and, if
applicable, FSA Holdings Common Stock as capital assets. This summary does not
address all aspects of federal income taxation that may be relevant to a
particular holder in light of his or its individual investment circumstances or
to certain types of holders subject to special treatment under the U.S. federal
income tax laws, such as dealers in securities or foreign currency, financial
institutions, insurance companies, tax-exempt organizations and taxpayers
holding the DECS as part of a "straddle," "hedge," "conversion transaction,"
"synthetic security," or other integrated investment. Moreover, the effect of
any applicable state, local or foreign tax laws is not discussed.
No statutory, judicial or administrative authority directly addresses the
characterization of the DECS or instruments similar to the DECS for U.S. federal
income tax purposes. As a result, significant aspects of the U.S. federal income
tax consequences of an investment in the DECS are not certain and counsel to the
Company is unable to render any opinion with respect to such tax consequences.
No ruling is being requested from the Internal Revenue Service (the "IRS") with
respect to the DECS and no assurance can be given that the IRS will agree with
the conclusions expressed herein. ACCORDINGLY, A PROSPECTIVE INVESTOR (INCLUDING
A TAX-EXEMPT INVESTOR) IN THE DECS SHOULD CONSULT ITS TAX ADVISOR IN DETERMINING
THE TAX CONSEQUENCES OF AN INVESTMENT IN THE DECS, INCLUDING THE APPLICATION OF
STATE, LOCAL OR OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR
OTHER TAX LAWS.
Pursuant to the terms of the Indenture, the Company and all holders of the
DECS will be obligated to treat the DECS as a unit (the "Unit") consisting of
(i) an exchange note ("Exchange Note") which is a debt obligation with a fixed
principal amount unconditionally payable at Maturity equal to the principal
amount of the DECS, bearing interest at the stated interest rate of the DECS,
and (ii) a forward purchase contract (the "Purchase Contract") pursuant to which
the holder agrees to use the principal payment due on the Exchange Note to
purchase at Maturity the FSA Holdings Common Stock which the holder is entitled
to receive at that time (subject to the Company's right to deliver cash in lieu
of the FSA Holdings Common Stock). The Indenture will require that a U.S. Holder
include currently in income payments denominated as interest that are made with
respect to the DECS, in accordance with such holder's method of accounting.
Pursuant to the agreement to treat the DECS as a Unit, a holder will be
required to allocate the purchase price of the DECS between the two components
of the Unit (the Exchange Note and the Purchase Contract) on the basis of their
relative fair market values. The purchase price so allocated will generally
constitute the tax basis for each component. Pursuant to the terms of the
Indenture, the Company and the holders agree to allocate the entire purchase
price of the DECS to the Exchange Note. Upon the sale or other disposition of a
DECS, a U.S. Holder generally will be required to allocate the amount realized
between the two components of the DECS on the basis of their then relative fair
market values. A U.S. Holder will recognize gain or loss with respect to each
component equal to the difference between the amount realized on the sale or
other disposition for each such component and the U.S. Holder's tax basis in
such component. Such gain or loss generally will be long-term capital gain or
loss if the U.S. Holder has held the DECS for more than one year at the time of
disposition.
At maturity, pursuant to the agreement to treat the DECS as a Unit, on the
repayment of the Exchange Note, a U.S. Holder will recognize long-term capital
gain or loss equal to any differences between its tax basis and the principal
amount of the Exchange Note. (In general, a holder who purchases the DECS for
the Initial Price and therefore has allocated all of its purchase price to the
Exchange Note should not have gain or loss on repayment because its tax basis
will equal the principal amount.) If the Company delivers FSA Holdings Common
Stock, a U.S. Holder will recognize no additional gain or loss on the exchange,
pursuant to the Purchase Contract, of the principal payment due on the Exchange
Note for the FSA Holdings Common Stock. However, a U.S. Holder will recognize
additional gain or loss (which will be short-term capital gain or loss rather
than long-term capital gain or loss) with respect to cash received in lieu of
fractional shares. The amount of such gain or loss recognized by a U.S. Holder
will be equal to the difference between the cash received and the portion of
S-17
<PAGE>
the principal amount of the Exchange Note allocable to fractional shares. A U.S.
Holder will have a tax basis in such stock equal to the principal amount of the
Exchange Note less the amount of the portion of the principal amount of the
Exchange Note allocable to the fractional shares and will realize capital gain
or loss upon the sale or disposition of such stock. Alternatively, at maturity,
if the Company pays the DECS in cash, a U.S. Holder will have capital gain or
loss equal to any difference between the principal amount of the Exchange Note
and the amount of cash received from the Company.
Due to the absence of authority as to the proper characterization of the
DECS, no assurance can be given that the IRS will accept or that a court will
uphold the characterization and tax treatment described above. Proposed Treasury
regulations issued in 1994 with respect to "contingent payment" debt instruments
(the "Proposed Regulations") would provide for a different tax result under some
circumstances for instruments with characteristics similar to the DECS, but the
Proposed Regulations would be effective only for instruments issued 60 days or
more after publication as final regulations. Under the Proposed Regulations, the
amount of interest included in a holder's taxable income for any year would
generally be determined by projecting the amounts of contingent payments and the
yield on the instrument. Taxable interest income would be measured with
reference to the projected yield, which might be less than or greater than the
stated interest rate under the instrument. In the event that the amount of an
actual contingent payment differed from the projected amount of that payment,
the difference would generally increase or reduce taxable interest income, or
create a loss. Because of their prospective effective date, the Proposed
Regulations, if finalized in their current form, would not apply to the DECS. In
addition, it is unclear whether the IRS would view a single instrument that has
"principal" that is entirely contingent as debt for U.S. federal income tax
purposes.
Even in the absence of regulations applicable to the DECS, the DECS may be
characterized in a manner that results in tax consequences different from those
reflected in the agreement and described above, including treating the DECS as a
single instrument or treating the Purchase Contract element of the DECS as
itself the combination of a forward contract and one or more options. Under
alternative characterizations of the DECS, it is possible, for example, that (i)
gain may be treated as ordinary income, instead of capital gain, (ii) a U.S.
Holder may be taxable upon the receipt of FSA Holdings Common Stock with a value
in excess of the principal amount of the Exchange Note, rather than upon the
sale of such stock, or (iii) all or part of the interest income on the Exchange
Note may be treated as nontaxable, increasing the gain (or decreasing the loss)
at Maturity or disposition of the DECS (or disposition of the FSA Holdings
Common Stock).
The Revenue Reconciliation Act of 1993 added Section 1258 to the Internal
Revenue Code, which may require certain holders of the DECS who have entered
into hedging transactions or offsetting positions with respect to the DECS to
recognize ordinary income rather than capital gain upon the disposition of the
DECS. In addition, if the DECS is hedged, or is itself a hedge, the timing of
income for the DECS may be affected. Holders should consult their tax advisors
regarding the applicability of this legislation to an investment in the DECS.
NON-UNITED STATES PERSONS
In the case of a holder of the DECS that is not a U.S. person, payments made
with respect to the DECS should not be subject to U.S. withholding tax; PROVIDED
that such holder complies with applicable certification requirements. Any
capital gain realized upon the sale or other disposition of the DECS by a holder
that is not a U.S. person will generally not be subject to U.S. federal income
tax if (i) such gain is not effectively connected with a U.S. trade or business
of such holder and (ii) in the case of an individual, such individual is not
present in the United States for 183 days or more in the taxable year of the
sale or other disposition or the gain is not attributable to a fixed place of
business maintained by such individual in the United States.
BACKUP WITHHOLDING AND INFORMATION REPORTING
A holder of the DECS may be subject to information reporting and to backup
withholding at a rate of 31 percent of certain amounts paid to the holder unless
such holder provides proof of an applicable
S-18
<PAGE>
exemption or a correct taxpayer identification number, and otherwise complies
with applicable requirements of the backup withholding rules. Any amounts
withheld under the backup withholding rules are not an additional tax and may be
refunded or credited against the U.S. Holder's U.S. federal income tax
liability, provided the required information is furnished to the IRS.
ERISA CONSIDERATIONS
In addition to the matters discussed under the caption "ERISA Matters" in
the accompanying Prospectus, any fiduciary of an employee benefit plan subject
to the fiduciary responsibility provisions of the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code
considering the purchase of the DECS should consider whether such a purchase
might be deemed to constitute a direct or indirect transaction with U S WEST or
purchase of a security of FSA Holdings.
S-19
<PAGE>
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Underwriting Agreement
(the "Underwriting Agreement") among the Company and the Underwriters named
below, for whom Salomon Brothers Inc ("Salomon Brothers"), Donaldson, Lufkin &
Jenrette Securities Corporation and Lehman Brothers Inc. are acting as
representatives, the Company has agreed to sell to the Underwriters, and the
Underwriters have agreed to purchase, the aggregate number of DECS set forth
opposite their names below:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS DECS
- --------------------------------------------------------------------------------- -----------
<S> <C>
Salomon Brothers Inc............................................................. 2,908,334
Donaldson, Lufkin & Jenrette Securities Corporation.............................. 2,908,333
Lehman Brothers Inc.............................................................. 2,908,333
-----------
Total.......................................................................... 8,725,000
-----------
-----------
</TABLE>
In the Underwriting Agreement, the several Underwriters have agreed, subject
to the terms and conditions set forth therein, that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the DECS offered hereby if any
of the DECS are purchased.
The Company has been advised by the Underwriters that they propose to offer
the DECS directly to the public initially at the public offering price set forth
on the cover of this Prospectus Supplement and to certain dealers at such prices
less a concession not in excess of $.47 per DECS. The Underwriters may allow,
and such dealers may reallow, a concession not in excess of $.10 per DECS to
other dealers. After the initial public offering, such public offering price and
such concession and reallowance may be changed.
FSA Holdings has agreed not to offer for sale, sell or contract to sell, or
otherwise dispose of, or announce the offering of, without the prior written
consent of Salomon Brothers, any shares of FSA Holdings Common Stock or any
securities convertible into or exchangeable for, or warrants to acquire, FSA
Holdings Common Stock for a period of 180 days after the date of this Prospectus
Supplement; PROVIDED, HOWEVER, that FSA Holdings may (i) issue FSA Holdings
Common Stock upon exercise of options or grant options to purchase shares of FSA
Holdings Common Stock, in either case, if such options are or were to be issued
pursuant to the 1993 Equity Participation Plan or the Supplemental Restricted
Stock Plan of FSA Holdings as in effect at the date hereof and (ii) issue FSA
Holdings Common Stock upon the conversion of securities or the exercise of
warrants outstanding at the date hereof. U S WEST has agreed with the
Underwriters not to offer for sale, sell or contract to sell, or otherwise
dispose of, or announce the offering of, without the prior written consent of
Salomon Brothers, any shares of FSA Holdings Common Stock or any securities
convertible into or exchangeable for, or warrants to acquire, FSA Holdings
Common Stock for a period of 180 days after the date of this Prospectus
Supplement; PROVIDED, HOWEVER, that such restriction shall not affect the
ability of U S WEST to (i) take any such actions in connection with the offering
of the U S WEST DECS or any exchange at maturity pursuant to the terms of the U
S WEST DECS, (ii) lend shares of Common Stock pursuant to the terms of the
Securities Loan Agreement (as defined below), (iii) deliver shares of FSA
Holdings Common Stock upon the exercise of certain options granted to Fund
American or (iv) sell shares of FSA Holdings Common Stock pursuant to the Sale
Transactions.
In connection with the Offering made hereby, U S WEST or an affiliate
thereof (referred to herein as the "Lender"), and Salomon Brothers intend to
enter into a Securities Loan Agreement (the "Securities Loan Agreement") which
provides that, subject to certain restrictions and with the agreement of the
Lender, Salomon Brothers may from time to time borrow, return and reborrow
shares of FSA Holdings Common Stock from the Lender (the "Borrowed Securities");
PROVIDED, HOWEVER, that the number of Borrowed Securities at any time may not
exceed 1,919,261 shares, subject to adjustment to provide antidilution
protection. The Securities Loan Agreement is intended to facilitate
market-making activity in the DECS by Salomon Brothers. Salomon Brothers may
from time to time borrow shares of FSA
S-20
<PAGE>
Holdings Common Stock under the Securities Loan Agreement to settle short sales
of FSA Holdings Common Stock entered into by Salomon Brothers to hedge any long
position in the DECS resulting from its market-making activities. Such sales
will be made on the NYSE or in the over-the-counter market at market prices
prevailing at the time of sale or at prices related to such market prices.
Market conditions will dictate the extent and timing of Salomon Brothers'
market-making transactions in the DECS and the consequent need to borrow shares
of FSA Holdings Common Stock. The availability of shares of FSA Holdings Common
Stock under the Securities Loan Agreement, if any, at any time is not assured
and any such availability does not assure market-making activity with respect to
the DECS and any market-making actually engaged in by Salomon may cease at any
time. The foregoing description of the Securities Loan Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Securities Loan Agreement, a copy of which has been filed with the Commission
and is hereby incorporated by reference.
The Company has granted to the Underwriters an option, exercisable for the
30-day period after the date of this Prospectus Supplement, to purchase up to an
additional 1,071,303 DECS from the Company, at the same price per DECS as the
initial DECS to be purchased by the Underwriters. The Underwriters may exercise
such option only for the purpose of covering over-allotments, if any, incurred
in connection with the sale of DECS offered hereby. To the extent that the
Underwriters exercise such option, each Underwriter will have a firm commitment,
subject to certain conditions, to purchase the same proportion of the DECS as
the number of DECS to be purchased and offered by such Underwriter in the above
table bears to the total number of initial DECS to be purchased by the
Underwriters.
The DECS will be a new issue of securities with no established trading
market. The DECS will not be listed or traded on any securities exchange or
trading market. The Underwriters intend to make a market in the DECS, subject to
applicable laws and regulations. However, the Underwriters are not obligated to
do so and any such market-making may be discontinued at any time at the sole
discretion of the Underwriters without notice. Accordingly, no assurance can be
given as to the liquidity of such market.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or contribute to payments the Underwriters may be required to
make in respect thereof.
Pursuant to a Purchase Agreement between U S WEST and the Company (the
"Purchase Agreement"), the Company has agreed, subject to the terms and
conditions set forth therein, to purchase from U S WEST a number of U S WEST
DECS equal to the aggregate number of DECS to be purchased by the Underwriters
from the Company pursuant to the Underwriting Agreement (including any DECS to
be purchased by the Underwriters upon exercise of the over-allotment option).
Pursuant to the terms of the U S WEST DECS, U S WEST will be obligated to
deliver to the Company at or prior to maturity of the DECS a number of shares of
FSA Common Stock (or at U S WEST's option under certain circumstances, the cash
equivalent) that is expected to have the same value as the shares pursuant to
the DECS. Pursuant to the Purchase Agreement, U S WEST has agreed to reimburse
the Company for certain expenses related to the offering of the DECS and to pay
a fee to the Company equal to two-tenths of one percent per annum of the
principal amount of the DECS until their stated maturity.
Salomon Brothers is an indirect wholly owned subsidiary of the Company. The
participation of Salomon Brothers in the offer and sale of the DECS complies
with the requirements of Schedule E of the By-Laws of the National Association
of Securities Dealers, Inc. regarding the underwriting by Salomon Brothers of
the securities of its parent.
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.
S-21
<PAGE>
PROSPECTUS
SALOMON INC
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK AND
WARRANTS
Salomon Inc (the "Company") intends to issue from time to time (i) debt
securities ("Debt Securities"), which may be subordinated to other indebtedness
of the Company; (ii) warrants ("Debt Warrants") to purchase Debt Securities;
(iii) shares of preferred stock, without par value (the "Preferred Stock"); (iv)
warrants to purchase shares of Preferred Stock (the "Preferred Stock Warrants");
(v) depositary shares representing entitlement to all rights and preferences of
a fraction of a share of Preferred Stock of a specified series (the "Depositary
Shares"); (vi) Common Stock of the Company, par value $1.00 per share (the
"Common Stock"); (vii) warrants to purchase shares of Common Stock (the "Common
Stock Warrants"); or (viii) warrants ("Index Warrants") representing the right
to receive, upon exercise, an amount in cash or a number of securities that will
be determined by reference to prices, yields, levels or other specified
objective measures (any such measure, an "Index"), or changes in an Index or
differences between two or more indexes all having an aggregate initial public
offering price or purchase price of up to $10,000,000,000, or the equivalent
thereof in one or more foreign or composite currencies, including the European
Currency Unit ("ECU"). The Debt Warrants, Preferred Stock Warrants and Common
Stock Warrants are referred to herein collectively as "Warrants", and the Debt
Securities, Preferred Stock, Depositary Shares, Common Stock, the Warrants and
the Index Warrants are referred to herein collectively as the "Offered
Securities". The Offered Securities may be offered separately or as units with
other Offered Securities, in separate series in amounts, at prices and on terms
to be determined at or prior to the time of sale. The sale of other securities
under the Registration Statement of which this Prospectus forms a part or under
a Registration Statement to which this Prospectus relates will reduce the amount
of Offered Securities which may be sold hereunder.
The specific terms of the Offered Securities with respect to which this
Prospectus is being delivered will be set forth in an accompanying supplement to
this Prospectus (a "Prospectus Supplement"), together with the terms of the
offering of the Offered Securities and the initial price and the net proceeds to
the Company from the sale thereof. The Prospectus Supplement will include, with
regard to the particular Offered Securities, the following information: (i) in
the case of Debt Securities, the specific designation, aggregate principal
amount, ranking, authorized denomination, maturity, rate or method of
calculation of interest and dates for payment thereof, any exchangeability,
conversion, redemption, prepayment, or sinking fund provisions, the currency or
currency unit in which principal, premium or interest is payable, the
designation of the trustee acting under the applicable indenture and the initial
offering price; (ii) in the case of Preferred Stock, the designation, number of
shares, liquidation preference per share, initial public offering price,
dividend rate (or method of calculation thereof), dates on which dividends shall
be payable and dates from which dividends shall accrue, any redemption or
sinking fund provisions, any conversion or exchange provisions and whether the
Company has elected to offer the Preferred Stock in the form of Depositary
Shares; (iii) in the case of Common Stock, the number of shares and the terms of
the offering and sale thereof; (iv) in the case of Warrants, the number and
terms thereof, the designation, description and the number of securities
issuable upon exercise, the exercise price, the terms of the offering and sale
thereof and where applicable, the duration and detachability thereof; (v) in the
case of Index Warrants, the aggregate amount and offering price of such Index
Warrants, certain information regarding the relevant Index or Indexes and the
related assets by reference to which an Index is determined (the "Underlying
Assets"), certain information regarding exercisability and certain information
regarding payment and distribution; and (vi) in the case of all Offered
Securities, whether such Offered Securities will be offered separately or as a
unit with other Offered Securities. The Prospectus Supplement will also contain
information, where applicable, about material United States federal income tax
considerations relating to, and any listing on a securities exchange of, the
Offered Securities covered by such 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 PROSPECTUS SUPPLEMENT OR ANY
PRICING SUPPLEMENT THERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Offered Securities 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. The
Company expects that any such agents, managing underwriters or underwriters in
the United States will include Salomon Brothers Inc. If underwriters or agents
are involved in any offering of the Offered Securities, the names of the
underwriters or agents will be set forth in the applicable Prospectus
Supplement. If an underwriter, agent or dealer is involved in any offering of
the Offered Securities, the underwriter's discount, agent's commission or
dealer's purchase price 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 Securities less such discount in the case of an offering through an
underwriter, or the purchase price of such Offered Securities 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 Offered Securities.
The Company or one or more of its subsidiaries may from time to time purchase or
acquire a position in the Offered Securities and may at its option, hold,
resell, cancel or exercise, if applicable, such Offered Securities. Salomon
Brothers Inc expects to offer and sell previously issued Offered Securities in
the course of its business as a broker-dealer and may act as principal or agent
in such transactions. This Prospectus and the related Prospectus Supplements and
Pricing Supplements may be used by the Company or any of its subsidiaries,
including Salomon Brothers Inc, in connection with such transactions.
This Prospectus may not be used to consummate sales of Offered Securities unless
accompanied by a Prospectus Supplement.
- -----------------------------------------------------------
SALOMON BROTHERS INC
- -------------------------------------------------------------------
The date of this Prospectus is April 5, 1996.
<PAGE>
AVAILABLE INFORMATION
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 and at the offices of
the American Stock Exchange, 86 Trinity Place, New York, New York 10006.
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 Offered Securities. This Prospectus does not
contain all 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 and to the exhibits thereto. Statements contained herein
concerning the provisions of certain documents are not necessarily complete, and
in each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
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,
1995 (the "1995 10-K"); and (ii) the Current Reports on Form 8-K dated January
23, 1996, February 1, 1996 and February 12, 1996.
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 Offered Securities 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.
-------------------
References herein to "U.S. dollars", "U.S.$", "dollar" or "$" are to the
lawful currency of the United States.
2
<PAGE>
SALOMON INC
Salomon Inc conducts global investment banking, global securities and
commodities trading, and U.S. oil refining and gathering activities. Investment
banking activities are conducted by Salomon Brothers Holding Company Inc and its
subsidiaries ("Salomon Brothers"), including Salomon Brothers Inc. Salomon
Brothers provides capital raising, advisory, trading and risk management
services to its customers, and executes proprietary trading strategies on its
own behalf. Salomon Inc's commodities trading activities are conducted by the
Company's wholly-owned subsidiary, Phibro Inc. and its subsidiaries. Oil
refining and gathering activities are conducted by Basis Petroleum, Inc. At
December 31, 1995, the Company employed 8,439 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
GENERAL. The proceeds to be received by the Company from the sale of the
Offered Securities will be used for general corporate purposes, principally to
fund the business of its operating units and to fund investments in, or
extensions of credit to, its subsidiaries and to lengthen the average maturity
of liabilities, which may include the reduction of short-term liabilities or the
refunding of maturing indebtedness.
USE OF PROCEEDS RELATING TO INDEX WARRANTS. All or a portion of the
proceeds to be received by the Company from the sale of each series of Index
Warrants may be used by the Company or one or more of its subsidiaries to
purchase or maintain positions in all or certain of the Underlying Assets on
which the related Index is based, or options, futures contracts, forward
contracts or swaps, or options on the foregoing, relating to such Index or
Underlying Assets, as the case may be, and, if applicable, to pay the costs and
expenses of hedging any currency, interest rate or other Index-related risk with
respect to such Index Warrants. The Company or one or more of its subsidiaries
may also take hedging positions in other types of appropriate financial
instruments that may become available in the future. To the extent that the
Company or one or more of its subsidiaries has a long hedge position in, options
contracts in, or other derivative or synthetic instruments related to, the
Underlying Assets or Index, the Company or one or more of its subsidiaries may
liquidate all or a portion of its holdings at or about the time of the maturity
of the Index Warrants. Depending on, among other things, future market
conditions, the aggregate amount and composition of such positions are likely to
vary over time. The remainder of the proceeds from the sale of Index Warrants
will be used by the Company or its subsidiaries for general corporate purposes,
as described above.
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RATIO OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
The following table sets forth the Company's ratios of earnings to fixed
charges and earnings to fixed charges and preferred dividends for each of the
years 1995, 1994, 1993, 1992 and 1991.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1995 1994 1993 1992 1991
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges........................................ 1.12 0.83* 1.32 1.25 1.16
Ratio of Earnings to Fixed Charges and
Preferred Dividends..................................................... 1.10 0.81* 1.30 1.21 1.14
</TABLE>
Such ratios were calculated by dividing fixed charges and tax equivalent
preferred dividends into the sum of earnings before taxes and fixed charges.
Fixed charges consist largely 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.
- --------------
* For the year ended December 31, 1994, earnings as defined were inadequate to
cover fixed charges and fixed charges, including preferred dividends. The
amount by which fixed charges exceed earnings as defined for the year ended
December 31, 1994 was $834 million. The amount by which fixed charges,
including preferred dividends, exceeded earnings as defined for the year ended
December 31, 1994 was $963 million.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either senior or subordinated debt of
the Company and will be issued, in the case of Debt Securities that will be
senior debt, under a senior debt indenture (as amended from time to time, the
"Senior Debt Indenture") and, in the case of Debt Securities that will be
subordinated debt, under a subordinated debt indenture (as amended from time to
time, the "Subordinated Debt Indenture"). The Senior Debt Indenture and the
Subordinated Debt Indenture are sometimes hereinafter referred to individually
as an "Indenture" and collectively as the "Indentures." The institutions named
as trustees under the Indentures are hereinafter referred to individually as a
"Trustee" and collectively as the "Trustees." Forms of the Indentures have been
filed with the Commission and are incorporated by reference as part of the
Registration Statement. The following summaries of certain provisions of the
Indentures and the Debt Securities do not purport to be complete and such
summaries are subject to the detailed provisions of the applicable Indenture to
which reference is hereby made for a full description of such provisions,
including the definition of certain terms used, and for other information
regarding the Debt Securities. Numerical references in parentheses below are to
sections in the applicable Indenture or, if no Indenture is specified, to
sections in each of the Indentures. Wherever particular sections or defined
terms of the applicable Indenture are referred to, such sections or defined
terms are incorporated herein by reference as part of the statement made, and
the statement is qualified in its entirety by such reference.
Unless otherwise provided in the applicable Prospectus Supplement, the
Trustee under the Senior Debt Indenture will be Citibank, N.A., a national
banking association, under an indenture dated as of December 1, 1988, as amended
from time to time, and the Trustee under the Subordinated Debt Indenture will be
Bankers Trust Company, a New York banking corporation, under an indenture dated
as of December 1, 1988, as amended from time to time. Copies of the respective
Indentures under which Citibank, N.A. and Bankers Trust Company serve as
Trustees have been filed with the Commission and are incorporated by reference
as part of the Registration Statement.
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GENERAL
Neither of the Indentures limits the amount of Debt Securities that may be
issued thereunder, and each Indenture provides that Debt Securities may be
issued from time to time in series (SECTION 301). The Debt Securities to be
issued under either of the Indentures will be unsecured senior or subordinated
obligations of the Company as set forth below. Debt Securities of a series may
be issuable as individual securities in registered form without coupons
("Registered Securities") or in bearer form with or without coupons attached
("Bearer Securities") or as one or more global securities in registered or
bearer form (each a "Global Security").
Reference is made to the Prospectus Supplement for a description of the
following terms of the Debt Securities in respect of which this Prospectus is
being delivered: (i) the title and series of such Debt Securities, whether such
Debt Securities will be senior or subordinated debt of the Company and under
which indenture such Debt Securities are being issued; (ii) the limit, if any,
upon the aggregate principal amount of such Debt Securities; (iii) the dates on
which or periods during which such Debt Securities may be issued and the dates
on which, or the range of dates within which, the principal of (and premium, if
any, on) such Debt Securities will be payable; (iv) the rate or rates or the
method of determination thereof, at which such Debt Securities will bear
interest, if any; the date or dates from which such interest will accrue; the
dates on which such interest will be payable; and, in the case of Registered
Securities, the Regular Record Dates for the interest payable on such Interest
Payment Dates; (v) the obligation, if any, of the Company to redeem or purchase
such Debt Securities pursuant to any sinking fund or analogous provisions, or at
the option of a Holder, and the periods within which or the dates on which, the
prices at which and the terms and conditions upon which such Debt Securities
will be redeemed or repurchased, in whole or in part, pursuant to such
obligation; (vi) the periods within which or the dates on which, the prices at
which and the terms and conditions upon which such Debt Securities may be
redeemed, if any, in whole or in part, at the option of the Company; (vii) the
terms, if any, upon which the Debt Securities may be convertible into or
exchanged for Common Stock, Preferred Stock, other Debt Securities, or warrants
for Debt Securities, Preferred Stock, Common Stock or indebtedness or other
securities of any kind of the Company or any other issuer or obligor and the
terms and conditions upon which such conversion or exchange shall be effected,
including the initial conversion or exchange price or rate, the conversion or
exchange period, and any other additional provisions; (viii) if other than
denominations of $1,000 and any integral multiple thereof, the denominations in
which such Debt Securities will be issuable; (ix) whether such Debt Securities
are to be issued as Discount Securities (as defined below) and the amount of
discount with which such Debt Securities will be issued; (x) provisions, if any,
for the defeasance of such Debt Securities; (xi) whether such Debt Securities
are to be issued as Registered Securities or Bearer Securities or both and, if
Bearer Securities are to be issued, whether Coupons will be attached thereto,
whether Bearer Securities of the series may be exchanged for Registered
Securities having the same terms and the circumstances under which and the place
or places at which any such exchanges, if permitted, may be made; (xii) whether
such Debt Securities are to be issued in whole or in part in the form of one or
more Global Securities and, if so, the identity of the Depositary (as defined
below) for such Global Security or Securities; (xiii) if a temporary Debt
Security is to be issued with respect to such Debt Securities, whether any
interest thereon payable on an Interest Payment Date prior to the issuance of a
definitive Debt Security of the series will be credited to the account of the
Persons entitled thereto on such Interest Payment Date; (xiv) if a temporary
Global Security is to be issued with respect to such Debt Securities, the terms
upon which beneficial interests in such temporary Global Security may be
exchanged in whole or in part for beneficial interests in a definitive Global
Security or for individual Debt Securities of the series and the terms upon
which beneficial interests in a definitive Global Security, if any, may be
exchanged for individual Debt Securities having the same terms; (xv) if other
than United States dollars, the foreign or composite currency in which such Debt
Securities are to be denominated, or in which payment of the principal of (and
premium, if any) and any interest on such Debt Securities will be made and the
circumstances, if any, when such currency of payment may be changed; (xvi) if
the principal of (and premium, if any) or any interest on such Debt Securities
are to be payable, at the election of the Company or a Holder, in a currency
other than that in which such Debt Securities are denominated or stated to be
payable, the
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<PAGE>
periods within which, and the terms and conditions upon which, such election may
be made and the time and the manner of determining the exchange rate between the
currency in which such Debt Securities are denominated or stated to be payable
and the currency in which such Debt Securities are to be paid pursuant to such
election; (xvii) if the amount of payments of principal of (and premium, if any)
or any interest on such Debt Securities may be determined with reference to an
index based on a currency or currencies other than that in which such Debt
Securities are stated to be payable, the manner in which such amounts shall be
determined; (xviii) if the amount of payments of principal of (and premium, if
any) or any interest on such Debt Securities may be determined with reference to
an index based on the prices, changes in prices, or differences between prices,
of securities, currencies, intangibles, goods, articles or commodities
application of a formula, the manner in which such amounts shall be determined;
(xix) any additional Events of Default (as defined below) or restrictive
covenants provided for with respect to such Debt Securities; (xx) whether and
under what circumstances the Company will pay additional interest on such Debt
Securities held by a Person who is not a U.S. Person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Company will have the option to redeem such Debt Securities under such
circumstances; (xxi) whether and under what circumstances the Company will be
obligated to redeem such Debt Securities if certain events occur involving
United States information reporting requirements; (xxii) the terms and
conditions, if any, upon which such Debt Securities series may or shall be
convertible into or exchangeable or exercisable for or payable in, among other
things, other securities, instruments, contracts, currencies, commodities or
other forms of property, rights or interests or any combination of the
foregoing; and (xxiii) any other terms of such Debt Securities not inconsistent
with the provisions of the Indenture under which they are issued (SECTION 301).
Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities will be issued only as Registered Securities in denominations of
$1,000 and any integral multiple thereof and will be payable only in United
States dollars (SECTION 302).
If Bearer Securities are issued, the Federal income tax consequences and
other special considerations applicable to such Bearer Securities will be
described in the Prospectus Supplement relating thereto.
If the amount of payments of principal of (and premium, if any) or any
interest on Debt Securities is determined with reference to any type of index or
formula or changes in prices of particular securities, currencies, intangibles,
goods, articles or commodities, the Federal income tax consequences, specific
terms and other information with respect to such Debt Securities and such index
or formula, securities, currencies, intangibles, goods, articles or commodities
will be described in the Prospectus Supplement relating thereto.
If the principal of (and premium, if any) or any interest on Debt Securities
are payable in a foreign or composite currency, the restrictions, elections,
Federal income tax consequences, specific terms and other information with
respect to such Debt Securities and such currency will be described in the
Prospectus Supplement relating thereto.
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate that at the time of
issuance is below market rates ("Discount Securities"). Debt Securities may be
variable rate debt securities that may be exchangeable for fixed rate debt
securities. Federal income tax consequences and other special considerations
applicable to any such Debt Securities will be described in the Prospectus
Supplement relating thereto.
Unless otherwise provided in the applicable Prospectus Supplement, the
principal of (and premium, if any) and any interest on Debt Securities will be
payable (in the case of Registered Securities) at the corporate trust office or
agency of the applicable Trustee in the City and State of New York or (in the
case of Bearer Securities) at the principal London office of the applicable
Trustee; provided, however, that payment of interest on Registered Securities
may be made at the option of the Company by check mailed to the Registered
Holders thereof or, if so provided in the applicable Prospectus Supplement, at
the option of a Holder by wire transfer to an account designated by such Holder
(SECTION 307). Except as
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<PAGE>
otherwise provided in the applicable Prospectus Supplement, no payment on a
Bearer Security will be made by mail to an address in the United States or by
wire transfer to an account maintained by the Holder thereof in the United
States.
Unless otherwise provided in the applicable Prospectus Supplement,
Registered Securities may be transferred or exchanged at the corporate trust
office or agency of the applicable Trustee in the City and State of New York,
subject to the limitations provided in the applicable Indenture, without the
payment of any service charge, other than any tax or governmental charge payable
in connection therewith (SECTION 305). Bearer Securities will be transferable by
delivery. Provisions with respect to the exchange of Bearer Securities will be
described in the applicable Prospectus Supplement.
All moneys paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) or any interest on any Debt Security that
remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company, and
the Holder of such Debt Security or any Coupon appertaining thereto will
thereafter look only to the Company for payment thereof (SECTION 1204).
Unless otherwise indicated in the applicable Prospectus Supplement, the
covenants contained in the Indenture and the Debt Securities would not afford
Holders protection in the event of a highly leveraged or other similar
transaction that may adversely affect Holders.
GLOBAL SECURITIES
Debt Securities having the same issue date and the same terms may be issued
in whole or in part in the form of one or more Global Securities that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such Debt Securities. Global Securities
may be issued in either registered or bearer form and in either temporary or
definitive form. Unless and until it is exchanged in whole or in part for the
individual Debt Securities represented thereby, a Global Security may not be
transferred except as a whole by the Depositary for such Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor (SECTIONS 303
AND 305).
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will apply
to all depositary arrangements for Debt Securities.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the individual Debt Securities represented by
such Global Security to the accounts of institutions that have accounts with
such Depositary ("participants"). The accounts to be credited shall be
designated by the underwriters of such Debt Securities or, if such Debt
Securities are offered and sold directly by the Company or through one or more
agents, by the Company or such agent or agents. Ownership of beneficial
interests in a Global Security will be limited to participants or Persons that
may hold beneficial interests through participants. Ownership of beneficial
interests in a Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Depositary
for such Global Security or by participants or Persons that hold through
participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities. Such limits and such laws
may limit the market for beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole Holder of the individual Debt Securities
represented by such Global Security for all purposes under the Indenture
governing such Debt Securities. Except as set forth below, owners of beneficial
interests in a Global Security will not be entitled to have any of the
individual Debt Securities represented by such Global
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<PAGE>
Security registered in their names, will not receive or be entitled to receive
physical delivery of any such Debt Securities and will not be considered the
Holders thereof under the Indenture governing such Debt Securities.
Subject to the restrictions discussed under "Limitations on Issuance of
Bearer Securities and Bearer Warrants" below, payments of principal of (and
premium, if any) and any interest on individual Debt Securities represented by a
Global Security will be made to the Depositary or its nominee, as the case may
be, as the Holder of such Global Security. None of the Company, the Trustee for
such Debt Securities, any Paying Agent or the Security Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial interests in such
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
The Company expects that the Depositary for any Debt Securities, upon
receipt of any payment of principal, premium or interest in respect of a
definitive Global Security representing any of such Debt Securities, will credit
immediately participants' accounts with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such Global
Security as shown on the records of such Depositary. The Company also expects
that payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such participants. Receipt by owners of beneficial
interests in a temporary Global Security of payments of principal, premium or
interest in respect thereof will be subject to the restrictions discussed under
"Limitations on Issuance of Bearer Securities and Bearer Warrants" below.
If the Depositary for any Debt Securities is at any time unwilling or unable
to continue as depositary and a successor depositary is not appointed by the
Company within ninety days, the Company will issue individual Debt Securities in
exchange for the Global Security or Securities representing such Debt
Securities. In addition, the Company may at any time and in its sole discretion
determine not to have certain Debt Securities represented by one or more Global
Securities and, in such event, will issue individual Debt Securities in exchange
for the Global Security or Securities representing such Debt Securities.
Further, if the Company so specifies with respect to any Debt Securities, an
owner of a beneficial interest in a Global Security representing such Debt
Securities may, on terms acceptable to the Company and the Depositary for such
Global Security, receive individual Debt Securities in exchange for such
beneficial interest. In any such instance, an owner of a beneficial interest in
a Global Security will be entitled to physical delivery of individual Debt
Securities represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name (if
the Debt Securities are issuable as Registered Securities). Individual Debt
Securities so issued will be issued (i) as Registered Securities in
denominations, unless otherwise specified by the Company, of $1,000 and integral
multiples thereof if the Debt Securities are issuable as Registered Securities,
(ii) as Bearer Securities in the denomination or denominations specified by the
Company if the Debt Securities are issuable as Bearer Securities or (iii) as
either Registered or Bearer Securities, if the Debt Securities are issuable in
either form (SECTION 305). See, however, "Limitations on Issuance of Bearer
Securities and Bearer Warrants" below for a description of certain restrictions
on the issuance of individual Bearer Securities in exchange for beneficial
interests in a Global Security.
SENIOR DEBT
The Debt Securities and Coupons that will constitute part of the senior debt
of the Company will be issued under the Senior Debt Indenture and will rank PARI
PASSU with all other unsecured debt of the Company except subordinated debt.
SUBORDINATED DEBT
The Debt Securities and Coupons that will constitute part of the
subordinated debt of the Company will be issued under the Subordinated Debt
Indenture and will be subordinate and junior in the right of
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<PAGE>
payment, to the extent and in the manner set forth in the Subordinated Debt
Indenture, to all "Senior Indebtedness" of the Company. The Subordinated Debt
Indenture defines "Senior Indebtedness" as the following indebtedness or
obligations, whether outstanding at the date of such Indenture or thereafter
incurred, assumed, guaranteed or otherwise created, unless in the instrument
creating or evidencing any such indebtedness or obligation or pursuant to which
the same is outstanding it is provided that such indebtedness or obligation is
not superior in right of payment to the subordinated Debt Securities and any
appurtenant Coupons: (a) all indebtedness of the Company (including indebtedness
of others guaranteed by the Company), other than the subordinated Debt
Securities and any appurtenant Coupons and other than the debt securities
issuable under the indenture dated as of July 1, 1986 between the Company and
Bank of New York, as trustee, that (i) is for money borrowed, (ii) arises in
connection with the acquisition of any business, properties, securities or
assets of any kind, other than in the ordinary course of the Company's business
as heretofore conducted or (iii) is secured, in whole or in part, by real or
personal property, (b) obligations of the Company (including obligations of
others guaranteed by the Company) as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles and leases of property or assets made as part of any sale
and lease-back transaction and (c) amendments, renewals, extensions,
modifications and refundings of any such indebtedness or obligation
(SUBORDINATED DEBT INDENTURE, SECTION 101). The subordinated Debt Securities and
any appurtenant Coupons will not be superior in right of payment to the debt
securities issuable under the indenture dated as of July 1, 1986 between the
Company and Bank of New York, as trustee (SUBORDINATED DEBT INDENTURE, SECTION
1601).
In the event (a) of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Company or a substantial part of its property, or (b) that (i) a
default shall have occurred with respect to the payment of principal of (and
premium, if any) or any interest on or other monetary amounts due and payable on
any Senior Indebtedness, or (ii) there shall have occurred an event of default
(other than a default in the payment of principal, premium, if any, or interest,
or other monetary amounts due and payable) with respect to any Senior
Indebtedness, as defined therein or in the instrument under which the same is
outstanding, permitting the holder or holders thereof to accelerate the maturity
thereof (with notice or lapse of time, or both), and such event of default shall
have continued beyond the period of grace, if any, in respect thereof, and such
default or event of default shall not have been cured or waived or shall not
have ceased to exist, or (c) that the principal of and accrued interest on the
subordinated Debt Securities issued under the Subordinated Debt Indenture shall
have been declared due and payable upon an Event of Default pursuant to Section
502 thereof and such declaration shall not have been rescinded and annulled as
provided therein, then the holders of all Senior Indebtedness shall first be
entitled to receive payment of the full amount due thereon, or provision shall
be made for such payment in money or money's worth, before the Holders of any of
the subordinated Debt Securities or Coupons issued under the Subordinated Debt
Indenture are entitled to receive a payment on account of the principal of (and
premium, if any) or any interest on the indebtedness evidenced by such Debt
Securities or such Coupons (SUBORDINATED DEBT INDENTURE, SECTION 1601). If this
Prospectus is being delivered in connection with a series of subordinated Debt
Securities, the related Prospectus Supplement will set forth the amount of
Senior Indebtedness outstanding as of the most recent practicable date.
LIMITATION ON LIENS
The Senior Debt Indenture provides that the Company will not, and will not
permit any Restricted Subsidiary to, incur, issue, assume, guarantee or suffer
to exist any indebtedness for borrowed money if the payment of such indebtedness
is secured by a pledge of, lien on or security interest in any shares of stock
of any Restricted Subsidiary without effectively providing for the equal and
ratable securing of the payment of the Debt Securities issued thereunder (SENIOR
DEBT INDENTURE, SECTION 1205). The term "Restricted Subsidiary" is defined in
the Senior Debt Indenture to mean each of Salomon Brothers Inc, Phibro Inc. and,
with respect to the Company's Medium-Term Notes Series D and E, Philipp
Brothers, Inc. and any Subsidiary of the Company owning, directly or indirectly,
any of the common stock of, or succeeding to any substantial part of the
business now conducted by, any of such corporations.
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<PAGE>
EVENTS OF DEFAULT
The following will constitute Events of Default under each Indenture with
respect to any series of Debt Securities issued thereunder: (i) default in the
payment of the principal of (and premium, if any, on) any Debt Security of such
series when due; (ii) default for 30 days in the payment of any interest on any
Debt Security of such series or of any related Coupon when due; (iii) default in
the deposit of any sinking fund payment, when and as due by the terms of any
Debt Security of such series; (iv) default in the performance of any other
covenant in such Indenture, continued for 60 days after written notice thereof
by the applicable Trustee or the Holders of at least 25% in principal amount of
the Debt Securities of such series then Outstanding; and (v) certain events of
bankruptcy, insolvency or reorganization (SECTION 501). Any additional Events of
Default provided with respect to a series of Debt Securities will be set forth
in the applicable Prospectus Supplement. No Event of Default with respect to a
particular series of Debt Securities issued under either Indenture necessarily
constitutes an Event of Default with respect to any other series of Debt
Securities.
Each Indenture provides that if an Event of Default specified therein shall
occur and be continuing with respect to a series of Debt Securities issued
thereunder, either the Trustee thereunder or the Holders of at least 25% in
principal amount of the Debt Securities of such series then Outstanding may
declare the principal of and all accrued interest on all Debt Securities of such
series (or, in the case of Discount Securities, an amount equal to such portion
of the principal amount thereof as will be specified in the related Prospectus
Supplement) to be due and payable. In certain cases, the Holders of a majority
in principal amount of the Debt Securities then Outstanding of a series may, on
behalf of the Holders of all such Debt Securities, rescind and annul such
declaration and its consequences (SECTION 502).
Each Indenture contains a provision entitling the Trustee thereunder,
subject to the duty of such Trustee during the continuance of a default to act
with the required standard of care, to be indemnified by the Holders of the Debt
Securities or any Coupons of any series thereunder before proceeding to exercise
any right or power under such Indenture with respect to such series at the
request of such Holders (SECTION 603). Each Indenture provides that no Holder of
a Debt Security or any Coupon of any series thereunder may institute any
proceeding, judicial or otherwise, to enforce such Indenture except in the case
of failure of the Trustee thereunder, for 60 days, to act after it receives (i)
written notice of such default, (ii) a written request to enforce such Indenture
by the Holders of at least 25% in aggregate principal amount of the Debt
Securities then Outstanding of such series (and the Trustee receives no
direction inconsistent with such written request from the Holders of a majority
in aggregate principal amount of the Debt Securities then outstanding of such
series) and (iii) an offer of reasonable indemnity (SECTION 507). This provision
will not prevent any Holder of any such Debt Security from enforcing payment of
the principal thereof (and premium, if any, thereon) and any interest thereon or
of any such Coupon from enforcing payment thereof at the respective due dates
thereof (SECTION 508). The Holders of a majority in aggregate principal amount
of the Debt Securities then Outstanding of any series may direct the time,
method and place of conducting any proceedings for any remedy available to the
applicable Trustee or of exercising any trust or power conferred on it with
respect to the Debt Securities of such series. However, such Trustee may refuse
to follow any direction that conflicts with law or the applicable Indenture or
that would be unjustly prejudicial to Holders not joining therein (SECTION 512).
Each Indenture provides that the Trustee thereunder will, within 90 days
after the occurrence of a default with respect to any series of Debt Securities
thereunder known to it, give to the Holders of Debt Securities and Coupons of
such series notice of such default, unless such default shall have been cured or
waived; but, except in the case of a default in the payment of the principal of
(and premium, if any) or any interest on any Debt Security or of any Coupon of
such series or in the payment of any sinking fund installment with respect to
Debt Securities of such series, the Trustee shall be protected in withholding
such notice if it determines in good faith that the withholding of such notice
is in the interest of the Holders of such Debt Securities and Coupons (SECTION
602).
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The Company will be required to file annually with each Trustee a
certificate of an appropriate officer of the Company as to the absence of
certain defaults under the terms of the appropriate Indenture (SENIOR DEBT
INDENTURE, SECTION 1206; SUBORDINATED DEBT INDENTURE, SECTION 1205).
MODIFICATION AND WAIVER
Each Indenture contains provisions for convening meetings of Holders to
consider matters affecting their interests (ARTICLE NINE).
Modifications of and amendments to each Indenture may be made by the Company
and the Trustee thereunder with the consent of the Holders of a majority in
principal amount of the Debt Securities then Outstanding of each series issued
thereunder that is affected by such modification or amendment, voting
separately; provided, however, that no such modification or amendment may,
without the consent of the Holder of each Outstanding Debt Security affected
thereby: (i) change the Stated Maturity of the principal of, or any installment
of interest or additional amounts payable on, any Debt Security or Coupon; (ii)
reduce the principal amount (including the amount payable on a Discount Security
upon the acceleration of the Maturity thereof) of, or any interest on or any
premium payable upon redemption of, or additional amounts payable on, any Debt
Security or Coupon; (iii) change the currency or composite currency of
denomination or payment of the principal of (and premium, if any, on) or any
interest or additional amounts payable on any Debt Security or Coupon; (iv)
impair the right to institute suit for the enforcement of any payment on or with
respect to any Debt Security or Coupon; (v) reduce the percentage of the
principal amount of the Outstanding Debt Securities of any series, the consent
of the Holders of which is required for modification or amendment of the
applicable Indenture with respect to waiver of compliance with certain
provisions of the applicable Indenture or waiver of certain defaults; (vi) limit
the Company's obligation to maintain a Paying Agent outside the United States
for Bearer Securities; or (vii) limit the obligation of the Company to redeem
certain Bearer Securities if certain events occur involving United States
information reporting requirements (SECTION 1102).
The Subordinated Debt Indenture may not be amended to alter or impair the
subordination of the subordinated Debt Securities issued thereunder without the
consent of each holder of Senior Indebtedness then outstanding (SUBORDINATED
DEBT INDENTURE, SECTION 1107).
The Holders of a majority in principal amount of the Outstanding Debt
Securities of each series may, on behalf of all Holders of Debt Securities of
that series, waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the applicable Indenture before
the time for such compliance (SENIOR DEBT INDENTURE, SECTION 1207; SUBORDINATED
DEBT INDENTURE, SECTION 1206). The Holders of a majority in principal amount of
the Outstanding Debt Securities of each series may, on behalf of all Holders of
Debt Securities of that series, waive any past default under the applicable
Indenture with respect to Debt Securities of that series, except a default in
the payment of the principal of (and premium, if any) or any interest on any
such Debt Security or in the payment of any Coupon of that series and except a
default in respect of a covenant or provision the modification or amendment of
which would require the consent of the Holder of each Outstanding Debt Security
affected thereby (SECTION 513).
CONSOLIDATION, MERGER AND TRANSFER OR LEASE OF ASSETS
Each Indenture provides that the Company may not consolidate with or merge
into any corporation, or transfer or lease its assets substantially as an
entirety to any Person, unless (i) the successor corporation or transferee or
lessee (the "Successor Corporation") is a corporation organized under the laws
of the United States or any political subdivision thereof; (ii) the Successor
Corporation assumes the Company's obligations under the applicable Indenture and
on the Debt Securities and any Coupons issued thereunder; (iii) after giving
effect to the transaction no Event of Default and no event that, after notice or
lapse of time, or both, would become an Event of Default shall have occurred and
be continuing; (iv) the Successor Corporation waives any right to redeem any
Bearer Security under
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circumstances in which the Successor Corporation would be entitled to redeem
such Bearer Security but the Company would not have been so entitled if such
consolidation, merger, transfer or lease had not occurred; and (v) certain other
conditions are met (SECTION 1001).
DEFEASANCE
If so specified in the applicable Prospectus Supplement with respect to Debt
Securities of any series that are Registered Securities payable only in United
States dollars, the Company, at its option, (i) will be discharged from any and
all obligations in respect of the Debt Securities of such series (except for
certain obligations to register the transfer or exchange of Debt Securities of
such series, replace stolen, lost or mutilated Debt Securities of such series,
maintain paying agencies and hold moneys for payment in trust) or (ii) will not
be subject to provisions of the applicable Indenture described above under
"Limitation on Liens" and "Consolidation, Merger and Transfer or Lease of
Assets" with respect to the Debt Securities of such series, in each case if the
Company deposits with the applicable Trustee, in trust, money or U.S. Government
Obligations that through the payment of interest thereon and principal thereof
in accordance with their terms will provide money in an amount sufficient to pay
all the principal of (and premium, if any) and any interest on the Debt
Securities of such series on the dates such payments are due in accordance with
the terms of such Debt Securities. To exercise any such option under either of
the Indentures, the Company is required to deliver to the applicable Trustee an
opinion of counsel to the effect that (1) the deposit and related defeasance
would not cause the Holders of the Debt Securities of such series to recognize
income, gain or loss for Federal income tax purposes and, in the case of a
discharge pursuant to clause (i) above, a ruling to such effect received from or
published by the United States Internal Revenue Service, and (2) if the Debt
Securities of such series are then listed on the New York Stock Exchange, such
Debt Securities would not be delisted from the New York Stock Exchange as a
result of the exercise of such option (SECTIONS 1501 AND 1502). Defeasance
provisions, if any, with respect to any other Debt Securities of any series will
be described in the applicable Prospectus Supplement.
REPLACEMENT DEBT SECURITIES
Unless otherwise provided in the applicable Prospectus Supplement, if a Debt
Security of any series or any related Coupon is mutilated, destroyed, lost or
stolen, it may be replaced at the corporate trust office or agency of the
applicable Trustee in the City and State of New York (in the case of Registered
Securities) or at the principal London office of the applicable Trustee (in the
case of Bearer Securities and Coupons) upon payment by the Holder of such
expenses as may be incurred by the Company and the applicable Trustee in
connection therewith and the furnishing of such evidence and indemnity as the
Company and such Trustee may require. Mutilated Debt Securities and Coupons must
be surrendered before new Debt Securities (with or without Coupons) will be
issued (SECTION 306).
NOTICES
Unless otherwise provided in the applicable Prospectus Supplement, any
notice required to be given to a Holder of a Debt Security of any series that is
a Registered Security will be mailed to the last address of such Holder set
forth in the applicable Security Register. Any notice required to be given to a
Holder of a Debt Security that is a Bearer Security will be published in a daily
morning newspaper of general circulation in the city or cities specified in the
Prospectus Supplement relating to such Bearer Security (SECTION 105).
CONCERNING THE TRUSTEES
The Company and certain of its subsidiaries maintain lines of credit and
have other customary banking relationships with Citibank, N.A. and Bankers Trust
Company, and certain of their respective affiliates, and may have such
relationships with other Trustees and their affiliates.
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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 have been or will be
filed as an exhibit to or will be incorporated by reference in the Registration
Statement of which this Prospectus forms a part.
GENERAL
As of the date of this Prospectus, 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 560,000 shares of Series A
Cumulative Convertible Preferred Stock, 225,000 shares of 9.50% Cumulative
Preferred Stock, Series C, 400,000 shares of 8.08% Cumulative Preferred, Series
D and 500,000 shares of 8.40% Cumulative Preferred Stock, Series E, of the
Company outstanding. The 8.40% Cumulative Preferred Stock, Series E, 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 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 (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 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, noncumulative or
partially cumulative and, if cumulative or partially 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 convertible into or 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
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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, the 9.50% Cumulative Preferred Stock, Series C, the
8.08% Cumulative Preferred Stock, Series D, the 8.40% Cumulative Preferred
Stock, Series E and each other then-outstanding series of Preferred Stock of the
Company other than the Series B Junior 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 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 of 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, partially
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
Noncumulative 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 Noncumulative 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.
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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.
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
The terms and conditions, if any, on which shares of the Preferred Stock are
convertible into any other class of the Company's securities will be set forth
in the Prospectus Supplement relating thereto. Such terms will include the
designation of the security into which such shares are convertible, the
conversion price, the conversion period, provisions as to whether conversion
will be at the option of the holder or the Company, the events requiring an
adjustment of the conversion price and provisions affecting conversion in the
event of the redemption of the Preferred Stock. In the case of conversion of
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the Preferred Stock into Common Stock or into any other security of the Company
for which there exists an established public trading market at the time of such
conversion, such terms may include provisions under which the amount of such
security to be received by the holders of the Preferred Stock would be
calculated according to the market price of such security as of a time stated in
the Prospectus Supplement.
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 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 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 shares of Outstanding Preferred Stock,
not the aggregate liquidation preference or initial offering price of the shares
of such series.
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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 has been or 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 Depositary Receipt 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.
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.
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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 30 and not more than 60 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 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.
CONVERSION OF DEPOSITARY SHARES
If the Preferred Stock deposited under a Deposit Agreement is convertible
into any other class of the Company's securities, the related Depositary Shares
also will have such conversion rights. The terms and conditions on which such
Depositary Shares are convertible will be set forth in the Prospectus Supplement
relating thereto. The conversion price per Depositary Share will be equal to the
applicable fraction of the conversion price per share applicable to such
Preferred Stock.
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
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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 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.
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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.
BOOK-ENTRY PROCEDURES AND SETTLEMENT FOR PREFERRED STOCK AND DEPOSITARY SHARES
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.
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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, 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.
DESCRIPTION OF COMMON STOCK
As of the date of this Prospectus, the Company's Certificate of
Incorporation authorizes the issuance of 250,000,000 shares of Common Stock,
$1.00 par value per share. As of December 31, 1995, 106,447,726 shares of Common
Stock were outstanding.
The following description of the capital stock of the Company is subject to
the detailed provisions of the Company's Certificate of Incorporation and bylaws
as currently in effect (the "Bylaws"). This description does not purport to be
complete or to give full effect to the terms of the provisions of statutory or
common law and is subject to, and qualified in its entirety by reference to, the
Certificate of Incorporation and the Bylaws, each of which has been filed as an
exhibit to or will be incorporated by reference in the Registration Statement of
which this Prospectus is a part.
Subject to the rights of the holders of any outstanding shares of preferred
stock, holders of Common Stock are entitled to receive such dividends, in cash,
securities, or property, as may from time to time be declared by the Board of
Directors. Subject to the provisions of the Bylaws with respect to the closing
of the transfer books and the fixing of a record date, holders of shares of
Common Stock are entitled to one vote per share of Common Stock held on all
matters requiring a vote of the holders of Common Stock. In the event of any
liquidation, dissolution or winding up of the Company, either voluntary or
involuntary, after payment shall have been made to the holders of preferred
stock of the full amount to which they shall be entitled, the holders of Common
Stock shall be entitled to share ratably, according to the number of shares held
by them, in all remaining assets of the Company available for distribution.
Shares of Common Stock are not redeemable and have no subscription, conversion
or preemptive rights.
The outstanding shares of Common Stock are listed on the New York Stock
Exchange and trade under the symbol "SB". The transfer agent and registrar for
the Common Stock is First Chicago Trust Company.
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DESCRIPTION OF WARRANTS
The following description of the terms of the Warrants sets forth certain
general terms and provisions of the Warrants to which any Prospectus Supplement
may relate. The particular terms of the Warrants offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply to
the Warrants so offered will be described in the Prospectus Supplement relating
to such Warrants.
The Company may issue Warrants for the purchase of Debt Securities,
Preferred Stock or Common Stock. Warrants may be issued independently or
together with Debt Securities, Preferred Stock or Common Stock offered by any
Prospectus Supplement and may be attached to or separate from any such Offered
Securities. Each series of Warrants will be issued under a separate warrant
agreement (a "Warrant Agreement") to be entered into between the Company and a
bank or trust company, as warrant agent (the "Warrant Agent"). The Warrant Agent
will act solely as the agent of the Company under the applicable Warrant
Agreement and in connection with the certificates for the Warrants (the "Warrant
Certificates"), if any, of such series, and will not assume any obligation or
relationship of agency or trust for or with any holders of such Warrant
Certificates or beneficial owners of Warrants. Copies of the form of Warrant
Agreement, including the respective forms of Warrant Certificates, have
previously been filed with the Commission and are incorporated by reference as
part of the Registration Statement. The following summaries of certain
provisions of the forms of Warrant Agreements and Warrant Certificates do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Warrant Agreements and the Warrant
Certificates.
DEBT WARRANTS
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Debt Warrants, if any, offered thereby for the terms of
such Warrants, including, where applicable: (i) the title of such Debt Warrants;
(ii) the aggregate number of such Debt Warrants; (iii) the offering price, if
any; (iv) the currency or currencies in which such Debt Warrants are being
offered; (v) the designation, aggregate principal amount, currency or
currencies, denominations and other terms of the series of Debt Securities
purchasable upon exercise of such Debt Warrants; (vi) if applicable, the
designation and terms of the series of Debt Securities with which such Debt
Warrants are being offered and the number of such Debt Warrants being offered
with each such Debt Security; (vii) if applicable, the date on and after which
such Debt Warrants and the related series of Debt Securities will be
transferable separately; (viii) the principal amount of the Debt Securities
purchasable upon exercise of each such Debt Warrant and the price at which and
currency or currencies in which such principal amount of Debt Securities may be
purchased upon such exercise (which price may be payable in cash, securities or
other property); (ix) the date on which the right to exercise such Debt Warrants
shall commence and the date (the "Expiration Date") on which such right shall
expire; (x) whether such Warrants are to be issuable as Registered Warrants or
Bearer Warrants (each, as defined below); (xi) whether such Debt Warrants are
extendable and the period or periods of such extendability; (xii) the terms upon
which any Bearer Warrants of such series may be exchanged for Registered
Warrants of such series; (xiii) whether such Debt Warrants will be issued in
certificated or uncertificated form; (xiv) United States Federal income tax
consequences; (xv) the antidilution provisions of such Debt Warrants, if any;
(xvi) the redemption or call provisions, if any, applicable to such Debt
Warrants; (xvii) any additional terms of the Debt Warrants, including terms,
procedures and limitations relating to the exchange of such Debt Warrants; and
(xviii) any other terms of such Debt Warrants not inconsistent with the
applicable Warrant Agreement.
Warrants for Debt Securities will be issuable in registered form
("Registered Warrants") and may be issuable in bearer form ("Bearer Warrants").
Registered Warrants of any series will be exchangeable into Registered Warrants
of the same series representing in the aggregate the number of Debt Warrants
surrendered for exchange. Warrant Certificates, to the extent exchangeable, may
be presented for exchange, and Registered Warrants may be presented for
transfer, at the corporate trust office of the Warrant Agent for such series of
Debt Warrants (or any other office indicated in the Prospectus Supplement
relating to such series of Debt Warrants). Prior to the exercise of their Debt
Warrants, holders of
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Debt Warrants will not have any of the rights of Holders of the Debt Securities
of the series purchasable upon such exercise, including the right to receive
payments of principal of, premium, if any, or interest, if any, on, the Debt
Securities purchasable upon such exercise, or to enforce any of the covenants in
the applicable Indenture. Bearer Warrants will be transferable by delivery. The
applicable Prospectus Supplement will describe the terms of exchange applicable
to any Bearer Warrants.
Each Debt Warrant will entitle the holder thereof to purchase such principal
amount of the related series of Debt Securities at such exercise price as shall
in each case be set forth in, or calculable as set forth in, the Prospectus
Supplement relating to such Debt Warrant. Registered Warrants of a series may be
exercised at the corporate trust office of the Warrant Agent for such series (or
any other office indicated in the Prospectus Supplement relating to such series)
at any time prior to 5:00 P.M., New York City time (unless otherwise indicated
in the related Prospectus Supplement), on the Expiration Date set forth in the
Prospectus Supplement relating to such series of Debt Warrants. After the close
of business on the Expiration Date relating to such series of Debt Warrants (or
such later date to which such Expiration Date may be extended by the Company),
unexercised Debt Warrants of such series will become void.
Registered Warrants of a series may be exercised by delivery to the
appropriate Warrant Agent of payment, as provided in the Prospectus Supplement
relating to such series of Debt Warrants, of the consideration required to
purchase the principal amount of the series of Debt Securities purchasable upon
such exercise, together with certain information as set forth on the reverse
side of the Warrant Certificate evidencing such Debt Warrants. Such Debt
Warrants will be deemed to have been exercised upon receipt of the exercise
price, subject to the receipt of the Warrant Certificate evidencing such Debt
Warrants within five business days. Upon receipt of such payment and such
Warrant Certificate, properly completed and duly executed, at the corporate
trust office of the appropriate Warrant Agent (or any other office indicated in
the Prospectus Supplement relating to such series of Warrants), the Company
will, as soon as practicable, issue and deliver the principal amount of the
series of Debt Securities purchasable upon such exercise. Only Registered
Securities will be issued and delivered upon exercise of Registered Warrants. If
fewer than all of the Debt Warrants represented by a Registered Warrant are
exercised, a new Registered Warrant will be issued and delivered for the
remaining amount of Warrants. Special provisions relating to the exercise of any
Bearer Warrants will be described in the related Prospectus Supplement.
STOCK WARRANTS
The Prospectus Supplement relating to any particular issue of Preferred
Stock Warrants or Common Stock Warrants will describe the terms of such Stock
Warrants, including the following: (i) the title of such Stock Warrants; (ii)
the aggregate number of such Stock Warrants; (iii) the offering price for such
Stock Warrants, if any; (iv) the currency or currency units in which the
offering price, if any, and the exercise price are payable; (v) the designation
and terms of the Common Stock or Preferred Stock purchasable upon exercise of
such Stock Warrants; (vi) if applicable, the designation and terms of such
Offered Securities with which such Stock Warrants are issued and the number of
such Stock Warrants issued with each such Offered Security; (vii) if applicable,
the date from and after which such Stock Warrants and any such Offered
Securities issued therewith will be transferable separately; (viii) the number
of shares of Common Stock or Preferred Stock purchasable upon exercise of a
Stock Warrant and the price at which such shares may be purchased upon exercise;
(ix) the date on which the right to exercise such Stock Warrants shall commence
and the Expiration Date; (x) if applicable, the minimum or maximum amount of
such Stock Warrants that may be exercised at any one time; (xi) whether such
Stock Warrants are extendable and the period or periods of such extendability;
(xii) United States federal income tax consequences; (xiii) the antidilution
provisions of such Stock Warrants, if any; (xiv) the redemption or call
provisions, if any applicable to such Stock Warrants; (xv) any additional terms
of the Stock Warrants, including terms, procedures and limitations relating to
the exchange of such Stock Warrants; and (xvi) any other terms of such Stock
Warrants not inconsistent with the applicable Warrant Agreement.
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DESCRIPTION OF INDEX WARRANTS
The following description of the terms of the Index Warrants sets forth
certain general terms and provisions of the Index Warrants to which any
Prospectus Supplement may relate. The particular terms of the Index Warrants
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions do not apply to the Index Warrants so offered will be
described in such Prospectus Supplement.
Each series of Index Warrants will be issued under a separate index warrant
agreement (each, an "Index Warrant Agreement") to be entered into between the
Company and a bank or trust company, as warrant agent (the "Index Warrant
Agent"), all as described in the Prospectus Supplement relating to such Index
Warrants. A single bank or trust company may act as Index Warrant Agent for more
than one series of Index Warrants. The Index Warrant Agent will act solely as
the agent of the Company under the applicable Index Warrant Agreement and will
not assume any obligation or relationship of agency or trust for or with any
owners of such Index Warrants. A copy of the form of Index Warrant Agreement,
including the form of index warrant certificate (the "Index Warrant
Certificate," or, if issued in global form, the "Index Warrant Global
Certificate"), is filed as an exhibit to or incorporated by reference in the
Registration Statement. The following summaries of certain provisions of the
Index Warrants and the form of Index Warrant Agreement do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Index Warrant Agreement and the Index Warrant
Certificate or Index Warrant Global Certificate.
GENERAL
The Index Warrant Agreement does not limit the number of Index Warrants that
may be issued thereunder. The Company will have the right to "reopen" a previous
series of Index Warrants and to issue additional Index Warrants of such series.
Each Index Warrant will entitle the holder (each, a "Holder") to receive
from the Company, upon exercise, including any automatic exercise, an amount in
cash or a number of securities that will be determined by reference to prices,
yields, levels or other specified objective measure (any such measure, an
"Index"), or changes in an Index or differences between two or more Indexes. The
assets by reference to which an Index is determined (the "Underlying Assets")
may be one or more specified securities or securities indexes or one or more
foreign currencies or foreign currency indexes, or a combination thereof. The
Prospectus Supplement for a series of Index Warrants will set forth the formula
or methodology pursuant to which the amount payable or distributable on the
Index Warrants will be determined by reference to the relevant Index or Indexes.
Certain Index Warrants will, if specified in the Prospectus Supplement,
entitle the Holder to receive from the Company, upon automatic exercise at
expiration and under certain other circumstances, a minimum or maximum amount.
The Prospectus Supplement applicable to any series of Index Warrants will
set forth any circumstances in which the payment or distribution, or the
determination of the payment or distribution, on the Index Warrants may be
postponed and the period for which such payment or distribution or determination
may be postponed. Conversely, the Index Warrants may be subject to early
exercise or cancellation in certain circumstances described in the applicable
Prospectus Supplement. The amount due, or the means by which the amount due, on
the Index Warrants may be determined after any such delay or postponement, or
early exercise or cancellation will be set forth in the applicable Prospectus
Supplement.
Unless otherwise specified in the applicable Prospectus Supplement, the
Company will be under no obligation to, nor will it, purchase or take delivery
of or sell or deliver any securities or currencies (including the Underlying
Assets), other than the payment of any cash or distribution of any securities
due on the Index Warrants, from or to Holders pursuant to the Index Warrants.
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Unless otherwise specified in the Prospectus Supplement, the Index Warrants
will be deemed to be automatically exercised upon expiration. Upon such
automatic exercise, Holders will be entitled to receive in cash or securities,
depending on the terms of the applicable Prospectus Supplement, the cash amount
or the number of securities due, if any, on such exercise of the Index Warrants.
Reference is hereby made to the Prospectus Supplement relating to the
particular series of Index Warrants offered thereby for the terms of such Index
Warrants, including, where applicable: (i) the aggregate number of such Index
Warrants; (ii) the offering price of such Index Warrants; (iii) the Index or
Indexes by reference to which payment or distribution on such Index Warrants
will be determined; (iv) certain information regarding the Underlying Assets;
(v) the amount due, or the means by which the amount due may be calculated, on
exercise of the Index Warrants, including automatic exercise, or upon
cancellation; (vi) the date on which the Index Warrants may first be exercised
and the date on which they expire; (vii) any minimum number of Index Warrants
exercisable at any one time; (viii) any maximum number of Index Warrants that
may, subject to the Company's election, be exercised by all Holders (or by any
person or entity) on any day; (ix) any provisions permitting a Holder to
condition an exercise of Index Warrants; (x) the method by which the Index
Warrants may be exercised; (xi) the currency in which the Index Warrants will be
denominated and in which payments on the Index Warrants will be made or the
securities that may be distributed in respect of the Index Warrants; (xii) the
method of making any foreign currency translation applicable to payments or
distributions on the Index Warrants; (xiii) the method of providing for a
substitute Index or Indexes or otherwise determining the amount payable in
connection with the exercise of Index Warrants if an Index changes or is no
longer available; (xiv) the time or times at which amounts will be payable in
respect of such Index Warrants following exercise or automatic exercise; (xv)
any national securities exchange on, or self-regulatory organization with, which
such Index Warrants will be listed; (xvi) any provisions for issuing such Index
Warrants in certificated form; (xvii) if such Index Warrants are not issued in
book-entry form, the place or places at and the procedures by which payments or
distributions on the Index Warrants will be made; and (xviii) any other terms of
such Index Warrants.
Prospective purchasers of Index Warrants should be aware of special United
States federal income tax considerations applicable to instruments such as the
Index Warrants. The Prospectus Supplement relating to each series of Index
Warrants will describe such tax considerations. The summary of United States
federal income tax considerations contained in the Prospectus Supplement will be
presented for informational purposes only, however, and will not be intended as
legal or tax advice to prospective purchasers. Prospective purchasers of Index
Warrants are urged to consult their own tax advisors prior to any acquisition of
Index Warrants.
BOOK-ENTRY PROCEDURES AND SETTLEMENT FOR INDEX WARRANTS
Subject to the rules of the Depository, and unless otherwise specified in
the Prospectus Supplement, the Index Warrants offered thereby will be issued in
the form of a single Index Warrant Global Certificate that will be deposited
with, or on behalf of, a depository (the "Depository"), which shall be, unless
otherwise specified in the applicable Prospectus Supplement, the Depository
Trust Company, New York, New York ("DTC"). Index Warrants will be registered in
the name of the Depository or a nominee of the Depository. Unless and until it
is exchanged in whole or in part for the individual Index Warrants represented
thereby, an Index Warrant Global Certificate may not be transferred except as a
whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor of the Depository or a nominee of
such successor.
The Company anticipates that the following provisions will apply to all
depository arrangements.
Upon the issuance of an Index Warrant Global Certificate, the Depository
will credit, on its book-entry registration and transfer system, the respective
numbers of the individual Index Warrants represented by such Index Warrant
Global Certificate to the accounts of institutions that have accounts with the
Depository ("participants"). The accounts to be credited shall be designated by
the underwriters of such Index Warrants or, if such Index Warrants are offered
and sold directly by the Company or through
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one or more agents, by the Company or such agent or agents. Ownership of
beneficial interests in an Index Warrant Global Certificate will be limited to
participants or persons that may hold beneficial interests through participants.
Ownership of beneficial interests in an Index Warrant Global Certificate will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depository for such Index Warrant Global Certificate
or by participants or persons that hold through participants. The laws of some
states require that certain purchasers of securities take physical delivery of
such securities. Such limits and such laws may limit the market for beneficial
interests in an Index Warrant Global Certificate.
The Depository's nominee for all purposes will be considered the sole owner
or holder of the Index Warrants under the related Index Warrant Agreement.
Except as set forth below, owners of beneficial interests in the Index Warrant
Global Certificate will not be entitled to have any of the individual Index
Warrants represented by such Index Warrant Global Certificate registered in
their names, will not receive or be entitled to receive physical delivery of any
such Index Warrants, and will not be considered the holders thereof under the
related Index Warrant Agreement.
Neither the Company nor the Index Warrant Agent will have any responsibility
or liability for any aspect of the records relating to or payments or
distributions made on account of beneficial ownership interests in the Index
Warrant Global Certificate or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue individual Index Warrant Certificates in exchange
for the Index Warrant Global Certificate. In addition, the Company may at any
time and in its sole discretion determine not to have certain Index Warrants
represented by an Index Warrant Global Certificate and, in such event, will
issue individual Index Warrant Certificates in exchange for such Global
Certificate. Further, if the Company so specifies with respect to any Index
Warrants, an owner of a beneficial interest in an Index Warrant Global
Certificate may, on such terms acceptable to the Company and the Depository,
receive individual Index Warrant in exchange for such beneficial interest. In
any such instance, an owner of a beneficial interest in the Index Warrant Global
Certificate will be entitled to have Index Warrants equal in aggregate number to
such beneficial interest registered in its name and will be entitled to physical
delivery of such Index Warrants. The registered owner of such Index Warrants
will be entitled to receive any amounts payable in respect of such Index
Warrants, upon surrender of such Index Warrants to the Index Warrant Agent in
accordance with the procedures set forth in the Prospectus Supplement.
LISTING
Unless otherwise indicated in the Prospectus Supplement, the Index Warrants
will be listed on a national securities exchange or with a self-regulatory
organization, the rules and regulations of which are filed with the Commission
pursuant to Section 19(b) of the Exchange Act (a "Self-Regulatory
Organization"), in each case as specified in the Prospectus Supplement. It is
expected that such Self-Regulatory Organization will cease trading a series of
Index Warrants as of the close of business on the related expiration date of
such Index Warrants.
MODIFICATION
The Index Warrant Agreement and the terms of the related Index Warrants may
be amended by the Company and the Index Warrant Agent, without the consent of
the holders of any Index Warrants, for the purpose of curing any ambiguity or of
curing, correcting or supplementing any defective or inconsistent provision
contained therein, maintaining the listing of such Index Warrants on any
national securities exchange or with any other Self-Regulatory Organization or
registration of such Index Warrants under the Exchange Act, permitting the
issuance of individual Index Warrant certificates to Holders, reflecting the
issuance by the Company of additional Index Warrants of the same series or
reflecting the appointment of a successor depository, or for any other purpose
which the Company may deem necessary or desirable and which will not materially
and adversely affect the interests of the Holders.
26
<PAGE>
The Company and the Index Warrant Agent also may modify or amend the Index
Warrant Agreement and the terms of the related Index Warrants, with the consent
of the holders of not less than a majority in number of the then outstanding
Warrants affected by such modification or amendment, for any purposes; PROVIDED,
HOWEVER, that no such modification or amendment that changes the amount to be
paid or the securities to be distributed to the Holder or the manner in which
such amount is to be determined, shortens the period of time during which the
Index Warrants may be exercised, or otherwise materially and adversely affects
the exercise rights of the holders of the Index Warrants or reduces the
percentage of the number of outstanding Index Warrants the consent of whose
holders is required for modification or amendment of the Index Warrant Agreement
or the terms of the related Index Warrants, may be made without the consent of
each Holder affected thereby.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITION
If at any time there is a merger or consolidation involving the Company or a
sale, transfer, conveyance (other than by way of lease) or other disposition of
all or substantially all of the assets of the Company, then the successor or
assuming corporation will succeed to and be substituted for the Company under
the Index Warrant Agreement and the related Index Warrants, with the same effect
as if it had been named in such Index Warrant Agreement and Index Warrants as
the Company. The Company will thereupon be relieved of any further obligation
under such Index Warrant Agreement and Index Warrants and may at any time
thereafter be dissolved, wound up or liquidated.
ENFORCEABILITY OF RIGHTS BY HOLDERS
Any Holder may, without the consent of the Index Warrant Agent or any other
Holder, enforce by appropriate legal action on his own behalf his right to
exercise, and to receive payment for, his Index Warrants.
SPECIAL CONSIDERATIONS RELATING TO INDEX WARRANTS
The Index Warrants involve a high degree of risk, including risks arising
from fluctuations in the values of the Underlying Assets, risks relating to the
Index or Indexes by which payments or distributions on the Index Warrants are
calculated, general risks applicable to the securities or currency markets on
which the Underlying Assets are traded and, in the case of certain Index
Warrants, foreign exchange, interest rate, issuer and other risks. Purchasers
should recognize that their Index Warrants, other than Index Warrants having a
minimum expiration value, may expire worthless. Purchasers should be prepared to
sustain a total loss of the purchase price of their Index Warrants, and are
advised to consider carefully the information set forth herein and under "Risk
Factors Relating to the Index Warrants" in the applicable Prospectus Supplement.
Prospective purchasers of the Index Warrants should be experienced with respect
to options and options transactions and understand the risks of the Index (and,
if applicable, foreign currency transactions), and should reach an investment
decision only after careful consideration, with their advisers, of the
suitability of the Index Warrants in light of their particular financial
circumstances, the information set forth herein under "Description of Index
Warrants," and the information regarding the Index Warrants, the Index and the
Underlying Assets set forth in the Prospectus Supplement.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES AND BEARER WARRANTS
In compliance with United States Federal income tax laws and regulations the
Company and any underwriter, agent or dealer participating in the offering of
any Bearer Security will agree that, in connection with the original issuance of
such Bearer Security and during the period ending 40 days after the issue date
of such Bearer Security, they will not offer, sell or deliver such Bearer
Security, directly or indirectly, to a U.S. Person or to any person within the
United States, except to the extent permitted under U.S. Treasury regulations.
Bearer Securities will bear a legend to the following effect: "Any United
States Person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in Sections
165(j) and 1287(a) of the Internal Revenue Code." The sections referred to in
the
27
<PAGE>
legend provide that, with certain exceptions, a United States taxpayer who holds
Bearer Securities will not be allowed to deduct any loss with respect to, and
will not be eligible for capital gain treatment with respect to any gain
realized on a sale, exchange, redemption or other disposition of, such Bearer
Securities.
As used herein, "United States" means the United States of America and its
possessions, and "United States Person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States, or an estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source.
Pending the availability of a definitive Global Security or individual
Bearer Securities, as the case may be, Debt Securities that are issuable as
Bearer Securities may initially be represented by a single temporary Global
Security, without interest coupons, to be deposited with a common depositary in
London for Morgan Guaranty Trust Company of New York, Brussels Office, as
operator of the Euroclear System ("Euroclear"), and Centrale de Livraison de
Valeurs Mobilieres S.A. ("CEDEL") for credit to the accounts designated by or on
behalf of the purchasers thereof. Following the availability of a definitive
Global Security in bearer form, without coupons attached, or individual Bearer
Securities and subject to any further limitations described in the applicable
Prospectus Supplement, the temporary Global Security will be exchangeable for
interests in such definitive Global Security or for such individual Bearer
Securities, respectively, only upon receipt of a "Certificate of Non-U.S.
Beneficial Ownership". A "Certificate of Non-U.S. Beneficial Ownership" is a
certificate to the effect that a beneficial interest in a temporary Global
Security or Bearer Warrant is owned by a person that is not a U.S. Person or is
owned by or through a financial institution in compliance with applicable U.S.
Treasury regulations. In no event will a definitive Bearer Security be delivered
to a purchaser without the receipt of a Certificate of Non-U.S. Beneficial
Ownership. No Bearer Security will be delivered in or to the United States. If
so specified in the applicable Prospectus Supplement, interest on a temporary
Global Security will be paid to each of Euroclear and CEDEL with respect to that
portion of such temporary Global Security held for its account, but only upon
receipt as of the relevant Interest Payment Date of a Certificate of Non-U.S.
Beneficial Ownership.
Limitations on the offer, sale, delivery and exercise of Bearer Warrants
(including a requirement that a Certificate of Non-U.S. Beneficial Ownership be
delivered upon exercise of a Bearer Warrant) will be described in the Prospectus
Supplement relating to such Bearer Warrants.
PLAN OF DISTRIBUTION
The Company may sell Offered Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to one or more purchasers; or (iii)
through agents. The applicable Prospectus Supplement will set forth the terms of
the offering of any Offered Securities, including the names of any underwriters,
the purchase price of such Offered Securities 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, any securities exchanges on
which such Offered Securities may be listed and any restrictions on the sale and
delivery of Offered Securities in bearer form.
If underwriters are used in the sale, the Offered Securities 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.
Such Offered Securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. The Company expects that such managing underwriters or underwriters
in the United States will include Salomon Brothers Inc. Unless otherwise set
forth in the applicable Prospectus Supplement, the obligations of the
underwriters to purchase such Offered Securities will be subject to certain
conditions precedent, and the underwriters will be obligated
28
<PAGE>
to purchase all of such Offered Securities if any of such Offered Securities are
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.
Offered Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, by one or
more firms ("remarketing firms") acting as principals for their own accounts or
as agents for the Company. Any remarketing firm will be identified and the terms
of its agreement, if any, with the Company and its compensation will be
described in the Prospectus Supplement. Remarketing firms may be deemed to be
underwriters in connection with the Offered Securities remarketed thereby.
Offered Securities may also be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of Offered Securities will be named, and any commissions payable
by the Company to such agent will be set forth, in the applicable Prospectus
Supplement. Unless otherwise indicated in the applicable Prospectus Supplement,
any such agent will act on a best efforts basis for the period of its
appointment.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities at the public offering price set
forth in such Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a future date specified in such Prospectus
Supplement. Such contracts will be subject only to those conditions set forth in
the applicable Prospectus Supplement, and such Prospectus Supplement will set
forth the commissions payable for solicitation of such contracts.
Any underwriters, dealers or agents participating in the distribution of
Offered Securities may be deemed to be underwriters and any discounts or
commissions received by them on the sale or resale of Offered Securities may be
deemed to be underwriting discounts and commissions under the Securities Act.
Agents and underwriters may be entitled under agreements entered into with the
Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments that 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 is an indirect wholly owned subsidiary of the Company.
Salomon Brothers Inc's participation in the offer and sale of Offered Securities
complies with the requirements of Schedule E of the By-Laws of the National
Association of Securities Dealers, Inc. regarding the underwriting by Salomon
Brothers Inc of securities of its parent. Salomon Brothers Inc may act as an
underwriter in an "at the market" equity offering pursuant to Rule 415(a)(4)
under the Securities Act and may make a market in the Offered Securities but is
not obligated to do so.
ERISA MATTERS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain restrictions on employee benefit plans ("Plans") that are
subject to ERISA and on persons who are fiduciaries with respect to such Plans.
In accordance with ERISA's general fiduciary requirements, a fiduciary with
respect to any such Plan who is considering the purchase of the Offered
Securities on behalf of such Plan should determine whether such purchase is
permitted under the governing Plan documents and is prudent and appropriate for
the Plan in view of its overall investment policy and the composition and
diversification of its portfolio. Other provisions of ERISA and Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), prohibit certain
transactions involving the assets of a Plan and persons who have certain
specified relationships to the Plan ("parties in interest" within the meaning of
ERISA or "disqualified persons" within the meaning of Section 4975 of the Code).
Thus, a Plan fiduciary considering the purchase of the Offered Securities should
consider whether such a purchase might constitute or result in a prohibited
transaction under ERISA or Section 4975 of the Code.
29
<PAGE>
The Company, directly or through its affiliates, may be considered a "party
in interest" or a "disqualified person" with respect to many Plans that are
subject to ERISA. The purchase of Offered Securities by a Plan that is subject
to the fiduciary responsibility provisions of ERISA or the prohibited
transaction provisions of Section 4975 of the Code (including individual
retirement accounts and other plans described in Section 4975(e)(1) of the Code)
and with respect to which the Company is a party in interest or a disqualified
person may constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code, unless such Offered Securities are acquired pursuant
to and in accordance with an applicable exemption, such as Prohibited
Transaction Class Exemption ("PTCE") 84-14 (an exemption for certain
transactions determined by an independent qualified professional asset manager),
PTCE 91-38 (an exemption for certain transactions involving bank collective
investment funds), PTCE 90-1 (an exemption for certain transactions involving
insurance company pooled separate accounts), or PTCE 95-60 (an exemption for
certain transactions involving insurance company general accounts). ANY PENSION
OR OTHER EMPLOYEE BENEFIT PLAN PROPOSING TO ACQUIRE ANY OFFERED SECURITIES
SHOULD CONSULT WITH ITS COUNSEL.
EXPERTS
The financial statements and related schedules included in the 1995 10-K
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference in this Prospectus in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
LEGAL OPINIONS
Certain legal matters relating to the Securities will be passed upon for the
Company by Cravath, Swaine & Moore, New York, New York, and for any agents or
underwriters by Cleary, Gottlieb, Steen & Hamilton, New York, New York.
30
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED
HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY 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 QUALIFIED 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
Risk Factors Relating to DECS.................. S-3
Salomon Inc.................................... S-5
Recent Developments Concerning Salomon Inc..... S-5
Financial Security Assurance Holdings Ltd...... S-6
Recent Developments Concerning Financial
Security Assurance Holdings Ltd.............. S-6
Relationship Between U S WEST and FSA
Holdings..................................... S-8
Price Range and Dividend History of FSA
Holdings Common Stock........................ S-9
Use of Proceeds................................ S-9
Description of the DECS........................ S-10
Certain United States Federal Income Tax
Considerations............................... S-16
ERISA Considerations........................... S-19
Plan of Distribution........................... S-20
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
Salomon Inc.................................... 3
Use of Proceeds................................ 3
Ratio of Earnings to Fixed Charges and Earnings
to Fixed Charges and Preferred Dividends..... 4
Description of Debt Securities................. 4
Description of Preferred Stock................. 13
Description of Depositary Shares............... 17
Description of Common Stock.................... 21
Description of Warrants........................ 22
Description of Index Warrants.................. 24
Limitations on Issuance of Bearer Securities
and Bearer Warrants.......................... 27
Plan of Distribution........................... 28
ERISA Matters.................................. 29
Experts........................................ 30
Legal Opinions................................. 30
</TABLE>
8,725,000 DECS-SM-
(DEBT EXCHANGEABLE FOR
COMMON STOCK-SM-)
SALOMON INC
7 5/8% EXCHANGEABLE NOTES
DUE MAY 15, 1999
SALOMON BROTHERS INC
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS
PROSPECTUS SUPPLEMENT
DATED MAY 8, 1996
