SALOMON INC
8-K, 1996-04-23
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                 Form 8-K


                              CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934



                               Date of Report:
                               April 23, 1996



                                SALOMON INC
           (Exact name of registrant as specified in its charter)



        Delaware                     I-4346                    22-1660266
(State of Incorporation)       (Commission File No.)        (I.R.S. Employer
                                                          Identification No.)



Seven World Trade Center, New York, New York                     10048
(Address of Principal Executive Offices)                      (Zip Code)



                                 (212) 783-7000
                          (Registrant's Telephone No.)





<PAGE>






Item 5.  Other Events

         On April 23, 1996, the Registrant issued a press release, a copy 
         of which is filed herewith as Exhibit 99 and incorporated herein by
         reference in its entirety.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
         Exhibits:
          (99)  Press Release dated April 23, 1996

<PAGE>




                                  SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                                  Salomon Inc
                                                                  (Registrant)

Date:   April 23, 1996                                   By: /s/ Richard Carbone
                                                             -------------------
                                                                    Controller



<PAGE>


Contact:       Robert F. Baker
                   212-783-6299

For immediate release:

             SALOMON INC REPORTS QUARTERLY NET INCOME OF $276 MILLION

New York, April 23, 1996 -- Salomon Inc today announced first quarter net income
of $276 million,  representing  the third most  profitable  quarter in Salomon's
history.  Fully  diluted  earnings  per share was $2.21 in the first  quarter of
1996,  up from  $0.59 in 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).  Chairman and
Chief Executive Robert E. Denham,  said: "The first quarter's  results are based
on the outstanding performance of our securities and commodities businesses. Our
balance of customer  businesses and  proprietary  risk-taking is producing solid
results."

Salomon  Brothers,  the  Company's  global  investment  banking  and  securities
business,  recorded pretax income of $368 million in the first quarter,  up from
$60 million in the first  quarter of 1995.  Net revenues  (total  revenues  less
interest  expense)  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.  Deryck C.  Maughan,  Chairman and Chief  Executive  Officer of Salomon
Brothers,  said:  "Salomon Brothers produced  excellent results for the quarter.
Our objective is to build our underwriting and advisory revenues and to maintain
effective control of our trading risk."

Fixed income sales and trading net  revenues in the first  quarter  increased to
$732 million,  up significantly  from $398 million in the first quarter of 1995.
First quarter results reflect  favorable market  conditions,  excellent  results
from trading for the Firm's  account and a strong  performance in customer sales
and  trading.  Equity  sales and trading net  revenues  were $64 million for the
quarter,  down from $152 million in the first quarter of 1995.  This decline was
attributable to losses on long-term equity arbitrage  positions,  which offset a
solid  performance  in customer  sales and trading.  Global  investment  banking
revenues  were  $181  million  for the  quarter,  up 53% from the  average  1995
quarterly  investment banking revenues of $118 million.  Salomon Brothers ranked
second in all  domestic  U.S.  public  new  issues  for the  second  consecutive
quarter.

Phibro, the Company's  commodities  trading business,  recorded pretax income of
$145  million  in the first  quarter,  compared  with $123  million in the first
quarter of 1995.  Phibro's first quarter results reflect  successful  trading in
the context of favorable conditions in the commodity markets.

Basis Petroleum,  the Company's oil refining and marketing business,  recorded a
pretax loss of $55 million in the first quarter of 1996,  compared with a pretax
loss of $51 million in the first quarter of 1995.  Basis' results continue to be
adversely affected by weak refining margins.

                                                    


<PAGE>









The increase in Salomon's first quarter 1996  compensation and  employee-related
expenses  over the first quarter of 1995  reflects the  improvements  in Salomon
Brothers' and Phibro's earnings.

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.  Book value per common share was $37.98 at March 31,
1996 up from  $35.84 at the end of 1995.  Average  assets for the first  quarter
were $191 billion.

Salomon  Inc  selected  financial  information  and the  Unaudited  Consolidated
Statement of Income follow:

<PAGE>
<TABLE>
<CAPTION>

                                                                             SALOMON INC AND SUBSIDIARIES
                                                                      Selected Financial Information (unaudited)
                                                                   (Dollars in millions, except per share data)


                                                                                    Quarter ended
                                                                 ----------------------------------------------------
                                                                   March 31,         December 31,       March 31,
                                                                      1996              1995               1995
                                                                 ---------------    --------------    ---------------
<S>                                                           <C>                <C>               <C>   
SUMMARY OF OPERATING RESULTS BY BUSINESS:
Income (loss) before income taxes:
   Salomon Brothers                                            $            368   $           207   $             60
   Phibro                                                                   145                56                123
   Basis Petroleum                                                          (55)              (32)               (51)
   Corporate and other                                                        3                 3                  2
                                                                 ---------------    --------------    ---------------
   Income before income taxes                                  $            461   $           234   $            134
                                                                 ===============    ==============    ===============

Salomon Brothers' revenues, net of interest expense:
       Fixed income sales and trading                          $            732   $           379   $            398
       Equity sales and trading                                              64               185                152
       Global investment banking                                            181               168                 22
       Asset management                                                      12                11                  9
       Other                                                                  -                 -                  6
                                                                 ---------------    --------------    ---------------
          Total Salomon Brothers' revenues,
            net of interest expense                            $            989   $           743   $            587
                                                                 ===============    ==============    ===============

RETURN ON AVERAGE COMMON STOCKHOLDERS' EQUITY:
   Primary                                                                 26.4%             16.4%               7.1%
   Fully diluted*                                                          24.0              15.1                7.1
                                                                 ===============    ==============    ===============

PER COMMON SHARE:
     Cash dividends                                            $           0.16   $          0.16   $           0.16
     High market price                                                   39 1/4            40 5/8             40 1/8
     Low market price                                                    34 7/8            33 7/8             32 1/4
     Ending market price                                                 37 1/2            35 3/8             33 7/8
     Book value at quarter-end*                                           37.98             35.84              33.22
                                                                 ===============    ==============    ===============

AT QUARTER-END:
     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
                                                                 ===============    ==============    ===============

<FN>
*Assumes conversion of redeemable preferred stock unless such assumptions result
  in higher  returns on equity or book value than  determined  under the primary
  method.
</FN>                                                                                                                       
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                           SALOMON INC AND SUBSIDIARIES
                                                   Consolidated Statement of Income (unaudited)
                                                    (Dollars in millions, except per share data)


                                                                    Quarter ended
                                                ------------------------------------------------------
                                                  March 31,          December 31,        March 31,
                                                    1996                1995                1995
                                                --------------     ---------------     ---------------
<S>                                          <C>                <C>                 <C>  
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
                                                ==============     ===============     ===============


EARNINGS AVAILABLE FOR FULLY
DILUTED EARNINGS PER SHARE                    $           270    $            163    $             63
                                                ==============     ===============     ===============


EARNINGS PER SHARE:
Primary                                       $          2.44    $           1.42    $           0.59
Fully diluted*                                           2.21                1.32                0.59
                                                ==============     ===============     ===============


WEIGHTED AVERAGE SHARES
OF COMMON STOCK
OUTSTANDING (in thousands):
For primary earnings per share                        106,600             106,600             106,300
For fully diluted earnings per share                  121,800             123,000             106,700
                                                ==============     ===============     ===============
<FN>
*Assumes conversion of redeemable preferred stock unless such assumptions result
 in higher earnings per share than determined under the primary method.
</FN>
</TABLE>


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