<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1996
REGISTRATION NO. 333-11881
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SALOMON INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 22-1660266
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
SEVEN WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 783-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ARNOLD S. OLSHIN, ESQ., SECRETARY
SALOMON INC
SEVEN WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 783-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
JOHN W. WHITE, ESQ. R. GREGORY MORGAN, ESQ. ALAN L. BELLER, ESQ.
CRAVATH, SWAINE & MOORE MUNGER, TOLLES & OLSON CLEARY, GOTTLIEB, STEEN & HAMILTON
825 EIGHTH AVENUE 355 SOUTH GRAND AVENUE ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10019 LOS ANGELES, CALIFORNIA 90071 NEW YORK, NEW YORK 10006
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
At such time (from time to time) after the effective date of this Registration
Statement as agreed upon by Berkshire Hathaway Inc. ("Berkshire") and the
Underwriters in light of market conditions.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
- ---------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
NOVEMBER 8, 1996
PROSPECTUS SUPPLEMENT APPENDIX A
(To Prospectus Dated November , 1996)
SHARES
SALOMON INC
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
This Prospectus Supplement relates to shares (subject to adjustment as
described below) of Common Stock, par value $1.00 per share (the "Common
Stock"), of Salomon Inc (the "Company"), that may be delivered by Berkshire
Hathaway Inc. ("Berkshire") upon exchange for its Senior Exchangeable Notes Due
2001 (the "Notes") at or prior to maturity in accordance with the terms of such
Notes. The number of shares of Common Stock that may be delivered by Berkshire
upon exchange for the Notes is subject to adjustment upon the occurrence of
certain events as described in the anti-dilution provisions of the Notes. This
Prospectus Supplement, together with the attached Prospectus, constitutes
Appendix A to a prospectus of Berkshire (the "Berkshire Prospectus") covering
the sale of $350,000,000 aggregate principal amount of Notes. The Company will
not receive any of the net proceeds from the sale of the Notes or delivery
thereunder of the shares of Common Stock covered hereby.
Berkshire has granted the Underwriters of the Notes a 30-day option to purchase
up to an additional $50,000,000 aggregate principal amount of Notes, which, upon
their redemption by Berkshire or at maturity, may be exchangeable, at
Berkshire's option, for an additional shares (subject to adjustment as
described above) of Common Stock. Such option to purchase additional Notes has
been granted solely to cover over-allotments, if any.
The Common Stock is traded on the New York Stock Exchange (the "NYSE") under the
symbol "SB." On November 7, 1996, the closing sale price of Common Stock was
$45 7/8 per share. See "Price Range of Common Stock."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is November , 1996.
<PAGE> 3
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NYSE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
PRICE RANGE OF COMMON STOCK
The Common Stock of the Company is listed on the NYSE under the symbol
"SB." The following table sets forth the high and low sales prices of the Common
Stock as reported on the NYSE and the dividends paid per share thereon for the
calendar periods listed below.
<TABLE>
<CAPTION>
DIVIDENDS
HIGH LOW PER SHARE
---- ---- ---------
<S> <C> <C> <C>
1994
First Quarter................................................. $52 3/4 $44 3/4 $ .16
Second Quarter................................................ 52 5/8 47 1/4 .16
Third Quarter................................................. 48 1/4 38 1/2 .16
Fourth Quarter................................................ 42 35 .16
1995
First Quarter................................................. 40 1/8 32 1/4 .16
Second Quarter................................................ 43 1/4 33 1/4 .16
Third Quarter................................................. 41 1/8 34 3/4 .16
Fourth Quarter................................................ 40 5/8 33 7/8 .16
1996
First Quarter................................................. 39 1/4 34 7/8 .16
Second Quarter................................................ 44 1/4 36 1/8 .16
Third Quarter................................................. 46 7/8 38 .16
Fourth Quarter (through November 7, 1996)..................... 49 44 1/8 .16
</TABLE>
For a recent closing price of the Common Stock, see the cover page of this
Prospectus Supplement.
As of November 4, 1996, there were 11,604 record holders of the Common
Stock, including The Depository Trust Company which holds shares of Common Stock
on behalf of an indeterminate number of beneficial owners.
OWNERSHIP OF COMPANY SECURITIES BY BERKSHIRE
Assuming that Berkshire were to deliver the maximum number of shares of
Common Stock deliverable upon exchange of the Notes at the initial exchange rate
applicable thereto, Berkshire would beneficially own shares
( shares if the Underwriters' over-allotment option is exercised in
full) of Common Stock, representing approximately % ( % if the Underwriters'
over-allotment option is exercised in full) of the outstanding voting power of
the Company, in each case based on the number of shares of Common Stock and the
Company's 9.00% Series A Cumulative Convertible Preferred Stock (the
"Convertible Preferred Stock") beneficially owned by Berkshire as of November
, 1996, and assuming full conversion of such Convertible Preferred Stock and
no disposition of Common Stock by Berkshire other than upon exchange of the
Notes.
S-2
<PAGE> 4
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Underwriting
Agreement, Berkshire has agreed to sell to the Underwriters named below, and
each of the Underwriters has severally agreed to purchase from Berkshire, the
principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITERS AMOUNT OF NOTES
------------------------------------------------------------------- -------------
<S> <C>
Salomon Brothers Inc............................................... $
Goldman, Sachs & Co................................................
Smith Barney Inc...................................................
----------
Total.................................................... $350,000,000
==========
</TABLE>
In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all the Notes
if any are purchased.
Berkshire has been advised that the Underwriters propose to offer the Notes
to the public initially at the offering price set forth on the cover of the
Berkshire Prospectus and to certain dealers at such price less a selling
concession of not more than % of such principal amount of the Notes; that the
Underwriters may allow, and each such dealer may reallow, to other dealers a
concession not exceeding % of such principal amount of the Notes; and that
such public offering price and concession and reallowance may be changed by the
Underwriters after completion of the offering of the Notes.
Berkshire has granted to the Underwriters an option, exercisable for 30
days from the date of the Berkshire Prospectus (or, if such 30th day shall not
be a business day, on the next business day thereafter), to purchase up to an
additional $50,000,000 aggregate principal amount of the Notes at the public
offering price set forth on the cover page of the Berkshire Prospectus, less the
underwriting discount. The Underwriters may exercise such option solely for the
purpose of covering over-allotments, if any, incurred in connection with the
sale of the Notes.
Each of Berkshire and the Company has agreed that it will not, for a period
of 90 days after the date of the Berkshire Prospectus, without the written
consent of Salomon Brothers Inc, offer, sell or contract to sell, or otherwise
dispose of, directly or indirectly, or announce the offering of, or register,
cause to be registered or announce the registration or intended registration of,
any shares of Common Stock, or any securities convertible into or exchangeable
for, shares of Common Stock; provided, however, that such restriction shall not
affect the ability of Berkshire, the Company or their subsidiaries to take any
such actions in connection with the offer and sale of the Notes or any exchange
at or prior to maturity pursuant to the terms of Notes; and provided, further,
that the Company may sell or register shares of Common Stock or grant options to
purchase the same, in either case, pursuant to any employee or director stock
option plan, stock ownership plan or dividend reinvestment plan of the Company
in effect as of the date of the Berkshire Prospectus.
Berkshire and the Company have agreed in the Underwriting Agreement to
indemnify the Underwriters and their controlling persons against certain
liabilities under the Securities Act of 1933, as amended (the "Securities Act"),
or contribute to payments the Underwriters or their controlling persons may be
required to make in respect thereof. The Company and Berkshire have also agreed
to indemnify each other and their controlling persons with respect to certain
liabilities, including liabilities under the Securities Act, or contribute to
payments in respect thereof.
S-3
<PAGE> 5
Berkshire has been advised by the Underwriters (other than Salomon Brothers
Inc) that they may make a market in the Notes but they are not obligated to do
so and may discontinue such market making at any time without notice. No
assurance can be given that an active public market for the Notes will develop.
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 Berkshire,
the Company and their affiliates.
S-4
<PAGE> 6
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION
NOVEMBER 8, 1996
PROSPECTUS
SALOMON INC
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
This Prospectus relates to an indeterminate number of shares (the "Shares") of
Common Stock, par value $1.00 per share (the "Common Stock"), of Salomon Inc
(the "Company"), that may be deliverable by Berkshire Hathaway Inc.
("Berkshire") upon exchange of exchangeable debt securities having an aggregate
public offering price of up to $400,000,000 (the "Berkshire Exchangeable Debt
Securities") that may be offered by Berkshire. The Common Stock deliverable by
Berkshire upon exchange of the Berkshire Exchangeable Debt Securities may
include shares of Common Stock currently owned by Berkshire or its affiliates
and/or shares of Common Stock hereafter acquired by Berkshire or its affiliates
upon conversion of shares of the Company's 9.00% Series A Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock"), through open market
purchases, or in privately negotiated transactions. See "Ownership of Company
Securities by Berkshire." The Company will not receive any of the net proceeds
from the sale of the Berkshire Exchangeable Debt Securities or delivery
thereunder of the Shares covered hereby.
The specific terms of the Berkshire Exchangeable Debt Securities will be set
forth in one or more prospectuses of Berkshire (the "Berkshire Prospectus"), to
which this Prospectus, together with a Prospectus Supplement, will constitute
Appendix A. This Prospectus may not be used unless accompanied by a Prospectus
Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Berkshire Exchangeable Debt Securities may be sold (i) through underwriting
syndicates represented by one or more managing underwriters or through one or
more underwriters; (ii) through agents designated from time to time; or (iii)
directly to institutional purchasers. Any such managing underwriters or
underwriters will include Salomon Brothers Inc. The names of any underwriters or
agents involved in the sale of the Berkshire Exchangeable Debt Securities and
any applicable commissions or discounts will be set forth in the Berkshire
Prospectus.
The Common Stock is traded on the New York Stock Exchange under the symbol "SB."
The date of this Prospectus is November , 1996.
<PAGE> 7
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, or through the World Wide Web (http://www.sec.gov). 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
"Company Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the Shares offered hereby. This Prospectus
does not contain all the information set forth in the Company 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 Company 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 Company 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"); (ii) the Quarterly Reports on Form 10-Q for the periods
ended March 31, 1996 and June 30, 1996; and (iii) the Current Reports on Form
8-K dated January 23, 1996, February 1, 1996, February 12, 1996, April 23, 1996,
April 29, 1996, May 30, 1996, June 5, 1996, June 26, 1996, June 28, 1996, July
23, 1996, September 12, 1996 and October 22, 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 Shares 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.
2
<PAGE> 8
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.
------------------
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, 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. At
November 1, 1996, the Company employed 8,626 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.
OWNERSHIP OF COMPANY SECURITIES BY BERKSHIRE
As of the date of this Prospectus, Berkshire beneficially owns 21,370,437
shares of Common Stock, representing approximately 18% of the outstanding voting
power of the Company. Such beneficial ownership consists of (i) 10,317,806
shares of Common Stock held by subsidiaries of Berkshire and (ii) 420,000 shares
of Convertible Preferred Stock held by subsidiaries of Berkshire, which shares
are convertible, at the option of the holder, into 11,052,631 shares of Common
Stock at the current conversion rate.
In October 1987, pursuant to a Purchase Agreement dated September 27, 1987,
between the Company and Berkshire (the "Purchase Agreement"), the Company issued
to certain affiliates of Berkshire an aggregate of 700,000 shares of Convertible
Preferred Stock. In the Purchase Agreement, Berkshire (which for purposes of the
Purchase Agreement includes the affiliates of Berkshire) agreed that (i)
Berkshire will not sell any Company securities owned by it to a third party
without first giving the Company or its designee a reasonable opportunity to
purchase such securities at the same price and on the same terms and conditions
proposed with respect to an anticipated sale by Berkshire to a third party, and
(ii) if the Company does not exercise its right of first refusal and buy Company
securities which Berkshire proposes to sell, Berkshire will not knowingly sell
to any one entity or group acting in concert Company securities giving such
entity or group securities which amount in the aggregate to over 5% of the
Company voting stock outstanding at the time of the sale. In the Purchase
Agreement, the Company agreed to use its best efforts to nominate and elect
Warren E. Buffett and Charles T. Munger, or two other Berkshire representatives
reasonably acceptable to the Company, to the Company's Board of Directors, so
long as Berkshire owns at least 5% of the Company's outstanding voting
securities.
On October 31, 1995, pursuant to the terms of the Certificate of
Designation of the Convertible Preferred Stock, the Company redeemed 140,000
shares of Convertible Preferred Stock for a redemption price of $140,000,000. On
October 29, 1996, Berkshire converted the 140,000 shares of Convertible
Preferred Stock that would otherwise have been redeemed by the Company on
October 31, 1996, into 3,684,210 shares of Common Stock. If the shares called
for redemption are
3
<PAGE> 9
not previously converted, one-third of the remaining 420,000 shares of
Convertible Preferred Stock are to be redeemed annually on each October 31 of
1997 through 1999 at $1,000 per share plus any accrued but unpaid dividends. No
cash dividends may be paid on the Common Stock, nor may the Company repurchase
any of its Common Stock, if dividends or required redemptions of the Convertible
Preferred Stock are in arrears.
Berkshire has advised the Company that it is considering engaging in a
transaction at some future date that may over time result in a reduction in
Berkshire's shareholding in the Company. In this connection, Berkshire has
advised the Company that it is considering whether to sell Berkshire
Exchangeable Debt Securities, and has asked the Company, pursuant to the
Company's obligations under the Purchase Agreement, to file the Company
Registration Statement registering the Shares covered hereby. Pursuant to the
Purchase Agreement, the Company will pay certain expenses arising in connection
with such registration. In addition, the Company will waive its right of first
refusal under the Purchase Agreement with respect to the delivery of Shares in
exchange for any Berkshire Exchangeable Debt Securities.
Berkshire has also advised the Company that, depending upon its evaluation
of market conditions and investment alternatives, Berkshire may effect other
types of transactions that could result in a disposition of a portion of its
shares of Common Stock, or may determine not to effect any such transaction.
Berkshire expects to remain a large shareholder of the Company even if, over
time, it disposes of a portion of its shares of Common Stock. In that
connection, Berkshire has advised the Company that Mr. Buffett, Berkshire's
Chairman and Chief Executive Officer, and Mr. Munger, its Vice Chairman, expect
to remain on the Company's Board of Directors, with Mr. Buffett continuing to
serve as Chairman of the Executive Committee. In addition, Louis A. Simpson,
President and Chief Executive Officer--Capital Operations of GEICO Corporation,
a wholly owned subsidiary of Berkshire, would expect to remain a director of the
Company and to continue serving as Chairman of the Audit Committee.
Each Prospectus Supplement will set forth the number of shares of Common
Stock that would be beneficially owned by Berkshire assuming that Berkshire were
to deliver the maximum number of Shares deliverable upon exchange of the
Berkshire Exchangeable Debt Securities offered thereby at the exchange rate
applicable thereto, as well as any change in the ownership of Company securities
by Berkshire since the date of this Prospectus.
DESCRIPTION OF CAPITAL STOCK
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 incorporated
by reference as an exhibit to the Company Registration Statement of which this
Prospectus is a part.
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. As
of October 31, 1996, 109,030,178 shares of Common Stock were outstanding.
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
4
<PAGE> 10
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 of New York.
PREFERRED STOCK
The Company is authorized by its Certificate of Incorporation to issue
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 or a
duly authorized committee thereof.
As of the date of this Prospectus, the Company has outstanding (i) 400,000
shares of 8.08% Cumulative Preferred Stock, Series D, (ii) 500,000 shares of
8.40% Cumulative Preferred Stock, Series E, and (iii) 420,000 shares of
Convertible Preferred Stock. See "Ownership of Company Securities by Berkshire."
Each outstanding series of preferred stock ranks on parity as to the payment of
dividends and the distribution of assets upon liquidation, dissolution or
winding up. There are also currently authorized and reserved for issuance
690,000 shares of 9.50% Cumulative Preferred Stock, Series F (the "Series F
Preferred Stock"), which shares are issuable pursuant to purchase contracts of
the Company, each of which requires the purchase on June 30, 2021 (or earlier if
accelerated by the Company) of a depositary share representing one-twentieth of
a share of Series F Preferred Stock. These purchase contracts were issued in
connection with the offering by SI Financing Trust I of 13,800,000 9 1/2% Trust
Preferred Stock(SM) (TRUPS(SM)) Units, each consisting of a 9 1/4% Preferred
Security fully and unconditionally guaranteed by the Company and one purchase
contract.
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 (other
than Berkshire and its affiliates) acquires or (unless exercisability is delayed
by the Company's Board of Directors) announces an offer to acquire 20% or more
(which percentage may be reduced to not less than 10% by the Company's Board of
Directors prior to the time the Rights become exercisable) of the outstanding
shares of Common Stock. 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 with respect to the payment of
dividends and the distribution of assets upon liquidation, dissolution or
winding up.
PLAN OF DISTRIBUTION
The Shares covered hereby will be deliverable only upon exchange of the
Berkshire Exchangeable Debt Securities, and may include shares of Common Stock
currently owned by Berkshire or its affiliates and/or shares of Common Stock
hereafter acquired by Berkshire or its affiliates upon conversion of shares of
Convertible Preferred Stock, through open market purchases, or in privately
negotiated transactions. See "Ownership of Company Securities by Berkshire."
Berkshire may sell the Berkshire Exchangeable Debt Securities in any of
three ways: (i) through underwriting syndicates represented by one or more
managing underwriters or through one or more underwriters; (ii) through agents
designated from time to time; or (iii) directly to institutional purchasers. Any
such managing underwriters or underwriters will include Salomon
5
<PAGE> 11
Brothers. The Berkshire Prospectus will set forth the terms of the offering of
the Berkshire Exchangeable Debt Securities, including the name or names of any
underwriters or agents, the purchase price of such Berkshire Exchangeable Debt
Securities and the proceeds to Berkshire from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers, and any securities exchanges on which such Berkshire
Exchangeable Debt Securities may be listed.
If accompanied by a Prospectus Supplement indicating that it may be used
for such purpose, this Prospectus also may be used by Berkshire in connection
with any exchange of Berkshire Exchangeable Debt Securities for Common Stock at
the option of the holder.
Salomon Brothers is a wholly owned subsidiary of the Company. Berkshire
beneficially owns Common Stock and Convertible Preferred Stock representing
approximately 18% of the outstanding voting power of the Company. Mr. Buffett,
Mr. Munger, and Mr. Simpson are directors of the Company. Because of such
ownership and other relationships between Salomon Brothers and Berkshire,
Berkshire may be deemed to be an affiliate of Salomon Brothers. Accordingly, any
offering of the Shares covered hereby will be made pursuant to the provisions of
Rule 2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc.
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 will be passed upon for the Company by Cravath,
Swaine & Moore, New York, New York, and for any agents or underwriters of the
Berkshire Exchangeable Debt Securities by Cleary, Gottlieb, Steen & Hamilton,
New York, New York. Cravath, Swaine & Moore has previously represented, and may
continue to represent, GEICO Corporation, a wholly owned subsidiary of
Berkshire, in connection with its significant legal matters.
6
<PAGE> 12
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 OR THE PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED
IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS ARE NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Price Range of Common Stock........... S-2
Ownership of Company Securities by
Berkshire........................... S-2
Plan of Distribution.................. S-3
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Salomon Inc........................... 3
Ownership of Company Securities by
Berkshire........................... 3
Description of Capital Stock.......... 4
Plan of Distribution.................. 5
Experts............................... 6
Legal Opinions........................ 6
</TABLE>
SHARES
SALOMON INC
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
PROSPECTUS SUPPLEMENT
DATED NOVEMBER , 1996
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Commission Registration Fee.............................................. $137,931+
NASD Fee................................................................. 30,500
Blue Sky Fees and Expenses............................................... 1,000
Printing and Engraving Fees.............................................. 8,000
Transfer Agent and Registrar Fees and Expenses........................... 0
Accounting Fees.......................................................... 15,000
Legal Fees and Expenses.................................................. 275,000
Miscellaneous............................................................ 3,000
--------
Total.......................................................... $470,431
========
</TABLE>
- ---------------
+ Because the Common Stock being registered hereunder is deliverable only upon
exchange of the Berkshire Exchangeable Debt Securities, the registration fee
has been calculated pursuant to Rule 457 based on the proposed maximum
aggregate offering price of the Berkshire Exchangeable Debt Securities.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article Fourteenth of the registrant's Certificate of Incorporation
provides for indemnification of directors and officers of the registrant against
certain liabilities incurred as a result of their duties as such and Article
Sixteenth of the registrant's Certificate of Incorporation provides for the
elimination of the monetary liability of directors for certain actions as such.
The registrant's Certificate of Incorporation, as amended, is filed as Exhibit
4(a) to the Registration Statement on Form S-3 (No. 2-84733) filed June 24,
1983, Exhibit 3 to the Quarterly Report on Form 10-Q for the quarter ended June
30, 1986, Exhibit 3 to the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1987, Exhibit 4 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 1987, Exhibit A to Exhibit 1 to Registration Statement on
Form 8-A filed February 11, 1988, Exhibit 3 to Current Report on Form 8-K dated
June 13, 1991, Exhibit 4(a) to Current Report on Form 8-K dated February 22,
1993, Exhibit 4(a) to Current Report on Form 8-K dated February 12, 1996, and
Exhibit 7(a) to Current Report on Form 8-K dated June 28, 1996.
The registrant maintains insurance policies covering liabilities of
directors and officers to the extent not covered by indemnification from the
registrant, subject to the conditions and exclusions of the policies, deductible
provisions, a maximum amount of coverage of $35 million and disputes with
insurers about availability of coverage.
For the undertaking with respect to indemnification, see Item 17 herein.
II-1
<PAGE> 14
ITEM 16. EXHIBITS.
<TABLE>
<S> <C> <C>
1** -- Form of Underwriting Agreement.
4(a) -- Certificate of Incorporation of the Company, as amended (incorporated by
reference to Exhibits 3 to Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1987 and June 30, 1986, Exhibit 4(a) to Registration Statement Number
2-84733 on Form S-3 filed June 24, 1983, Exhibit 4 to Quarterly Report on Form
10-Q for the quarter ended Septerber 30, 1987, Exhibit A to Exhibit 1 to
Registration Statement on Form 8-A filed February 11, 1988, Exhibit 3 to Cur rent
Report on Form 8-K dated June 13, 1991, Exhibit 4(a) to Current Report on Form
8-K dated February 22, 1993, Exhibit 4(a) to Current Report on Form 8-K dated
February 12, 1996, and Exhibit 7(a) to Current Report on Form 8-K dated June 28,
1996).
4(b) -- Bylaws of the Company, as amended (incorporated by reference to Exhibit 3(b) to
the Annual Report on Form 10-K for the year ended December 31, 1994).
4(c) -- Form of Certificate of Common Stock, par value $1.00 per share, of the Company
(incorporated by reference to Exhibit 4(c) to Registration Statement No.
2-84733).
5** -- Opinion of Cravath, Swaine & Moore.
23(a) -- Consent of Arthur Andersen LLP.
23(b)** -- Consent of Cravath, Swaine & Moore (included in Exhibit 5).
24* -- Powers of Attorney.
</TABLE>
- ---------------
* Filed as an Exhibit to the registrant's Registration Statement on Form S-3
(Registration No. 333-11881) on September 12, 1996.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in clauses (i) and (ii) above
do not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934, as amended, that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-2
<PAGE> 15
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as
amended, that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereby, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in such Act and
will be governed by the final adjudication of such issue.
(6) For purposes of determining any liability under the Securities Act of
1933, as amended, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities Act
of 1933, as amended, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 16
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, SALOMON INC
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THE
8TH DAY OF NOVEMBER, 1996.
SALOMON INC
By: /s/ ARNOLD S. OLSHIN
(Arnold S. Olshin, Secretary)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES WITH SALOMON INC AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ----------------------------------- ------------------------------- -------------------
<C> <S> <C>
* Chief Executive Officer, November 8, 1996
- ----------------------------------- Chairman and Director
(Robert E. Denham)
* Chief Financial Officer November 8, 1996
- -----------------------------------
(Jerome H. Bailey)
/s/ RICHARD J. CARBONE Principal Accounting Officer November 8, 1996
- ----------------------------------- and Controller
(Richard J. Carbone)
* Director November 8, 1996
- -----------------------------------
(Dwayne O. Andreas)
* Director November 8, 1996
- -----------------------------------
(Warren E. Buffett)
* Director November 8, 1996
- -----------------------------------
(Claire M. Fagin)
* Director November 8, 1996
- -----------------------------------
(John L. Haseltine)
* Director November 8, 1996
- -----------------------------------
(Gedale B. Horowitz)
* Director November 8, 1996
- -----------------------------------
(Deryck C. Maughan)
* Director November 8, 1996
- -----------------------------------
(David O. Maxwell)
* Director November 8, 1996
- -----------------------------------
(William F. May)
</TABLE>
II-4
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ----------------------------------- ------------------------------- -------------------
<C> <S> <C>
* Director November 8, 1996
- -----------------------------------
(Charles T. Munger)
* Director November 8, 1996
- -----------------------------------
(Shigeru Myojin)
* Director November 8, 1996
- -----------------------------------
(Louis A. Simpson)
* Director November 8, 1996
- -----------------------------------
(Robert G. Zeller)
</TABLE>
- ---------------
* The undersigned, by signing his name hereto, does hereby sign this
registration statement or amendment thereto on behalf of each of the
above-indicated directors and officers of Salomon Inc pursuant to powers of
attorney executed on behalf of each such director and officer.
By: /s/ ARNOLD S. OLSHIN
(Arnold S. Olshin, Attorney-in-Fact)
II-5
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----- -----------------------------------------------------------------------------
<S> <C> <C>
1** -- Form of Underwriting Agreement.
4(a) -- Certificate of Incorporation of the Company, as amended (incorporated by
reference to Exhibits 3 to Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1987 and June 30, 1986, Exhibit 4(a) to Registration Statement
Number 2-84733 on Form S-3 filed June 24, 1983, Exhibit 4 to Quarterly Report
on Form 10-Q for the quarter ended September 30, 1987, Exhibit A to Exhibit 1
to Registration Statement on Form 8-A filed February 11, 1988, Exhibit 3 to
Current Report on Form 8-K dated June 13, 1991, Exhibit 4(a) to Current
Report on Form 8-K dated February 12, 1996, and Exhibit 7(a) to Current
Report on Form 8-K dated June 28, 1996).
4(b) -- Bylaws of the Company, as amended (incorporated by reference to Exhibit 3(b)
to the Annual Report on Form 10-K for the year ended December 31, 1994).
4(c) -- Form of Certificate of Common Stock, par value $1.00 per share, of the
Company (incorporated by reference to Exhibit 4(c) to Registration Statement
No. 2-84733).
5** -- Opinion of Cravath, Swaine & Moore.
23(a) -- Consent of Arthur Andersen LLP.
23(b)** -- Consent of Cravath, Swaine & Moore (included in Exhibit 5).
24* -- Powers of Attorney.
</TABLE>
- ---------------
* Filed as an Exhibit to the registrant's Registration Statement on Form S-3
(Registration No. 333-11881) on September 12, 1996.
** To be filed by amendment.
<PAGE> 1
[ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
SALOMON INC
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT
SALOMON INC
COMMON STOCK
Par Value $1.00 per share
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated
February 6, 1996 incorporated by reference in Salomon Inc's Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
New York, New York
November 8, 1996
