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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
Salomon Inc
(Name of Issuer)
Common Stock
(Title of Class of Securities)
79549B107
(CUSIP Number)
Charles O. Prince, III
General Counsel and Executive Vice President
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-8000
(Name, address and telephone number of person
authorized to receive notices and communications)
October 27, 1997
(Date of event which requires filing of this statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 15 Pages
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CUSIP NO. 79549B107 13D PAGE 2 OF 15 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Travelers Group Inc., 52-1568099
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 SOLE VOTING POWER 0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 21,614,070 fn(1)
BENEFICIALLY
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 243,631
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,614,070 fn(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
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14 TYPE OF REPORTING PERSON* CO HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT
fn(1) Includes 7,368,422 shares of Common Stock issuable upon conversion of
280,000 shares of Series A Preferred Stock.
Page 2 of 15 Pages
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Item 1. SECURITY AND ISSUER.
This statement on Schedule 13D is being filed with respect to the
Common Stock, $1.00 par value (the "Common Stock") of Salomon Inc (the
"Company"), which has its principal executive office at Seven World Trade
Center, New York, New York 10048.
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f) This Schedule 13D is being filed on
behalf of Travelers Group Inc., a Delaware corporation (the "Reporting Person").
The principal executive offices of the Reporting Person are located at 388
Greenwich Street, New York, New York 10013.
The Reporting Person is a diversified financial services company
engaged, through its subsidiaries, in the investment services, property casualty
insurance, life insurance and consumer finance services businesses.
Set forth in Appendix A attached hereto and incorporated herein
by reference are the names, business addresses, principal occupation and
citizenship of each executive officer and director of the Reporting Person.
(d) and (e) During the last five years, neither the Reporting
Person, nor to the best of its knowledge, any executive officer or director of
the Reporting Person, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Page 3 of 15 Pages
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Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In order to induce the Reporting Person to enter into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of September
24, 1997, among the Reporting Person, Diamonds Acquisition Corp. ("DAC"), a
wholly-owned subsidiary of the Reporting Person, and the Company, Berkshire
Hathaway Inc. ("Berkshire"), a stockholder of the Company, entered into a
Voting Agreement, dated as of September 24, 1997 (the "Voting Agreement"),
with the Reporting Person. The Voting Agreement relates solely to the vote
of Berkshire's shares of the Company on the proposed merger of DAC with and
into the Company as contemplated by the Merger Agreement (the "Merger") at
the meeting of the Company's stockholders scheduled to be held on November
25, 1997. Berkshire entered into the Voting Agreement as a condition to, and
in consideration for, the Reporting Person entering into the Merger Agreement
and received no other consideration for entering into the Voting Agreement.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Person entered into the Voting Agreement for the
purpose of facilitating the approval by the stockholders of the Company of
the Merger. Berkshire has agreed with the Reporting Person to vote (or cause
to be voted) all capital stock of the Company held of record or beneficially
owned by Berkshire or any of its subsidiaries in favor of the Merger, the
execution and delivery by the Company of the Merger Agreement and the
approval of the terms thereof and each of the other actions contemplated by
the Merger Agreement and the Voting Agreement and any actions required in
furtherance thereof (the "Related Matters"). Berkshire has also given the
Reporting Person a proxy to vote its shares of the Company's capital stock
for
Page 4 of 15 Pages
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the foregoing purposes. The Merger Agreement provides, among other
things, for the Merger, with the Company continuing as the surviving
corporation in the Merger and changing its name to Salomon Smith Barney
Holdings Inc. ("Salomon Smith Barney").
Pursuant to the Merger, other than shares held in the treasury of the
Company, all shares of capital stock of the Company will be exchanged for
shares of capital stock of the Reporting Person. Following consummation of
the Merger, Salomon Smith Barney will be a wholly owned subsidiary of the
Reporting Person. The foregoing descriptions of the Merger Agreement and the
Voting Agreement do not purport to be complete and are qualified in their
entirety by reference to the Merger Agreement and the Voting Agreement, a
copy of each of which has been filed as an exhibit to this Schedule 13D and
is incorporated therein by reference.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on October 31, 1997, the
Reporting Person beneficially owned, within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
21,614,070 shares of Common Stock. Such amount includes (i) 14,002,017
shares of Common Stock of which Berkshire (or an affiliate of Berkshire) is
the record owner, but which the Reporting Person may be deemed to be the
beneficial owner as a result of the Voting Agreement, (ii) 7,368,421 shares
of Common Stock issuable upon conversion of 280,000 shares of the Company's
Series A Preferred Stock (the "Preferred Stock") of which Berkshire (or an
affiliate of Berkshire) is the record owner, but which the Reporting Person
may be deemed to be the beneficial owner as a result of the Voting Agreement
and (iii) 243,631 shares of Common Stock beneficially owned by subsidiaries
of the Reporting Person, including 143,961 shares held by mutual funds
sponsored by such subsidiaries and 99,668 shares held by accounts managed by
such subsidiaries (the "Mutual Funds and Managed Accounts"). Based on
111,151,454 shares of Common Stock outstanding as of October 20, 1997 (as
reported in the Company's proxy statement and the Reporting Person's
registration statement on Form S-4 filed with the Securities and Exchange
Commission on October 24, 1997) and 7,368,422 shares of Common Stock issuable
upon conversion of the Preferred Stock, the Reporting Person beneficially
owns 18.2% of the outstanding Common Stock of the Company.
Page 5 of 15 Pages
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In addition, Kenneth J. Bialkin, a member of the Board of
Directors of the Company, is the owner of record of 3,000 shares of Common Stock
of the Company.
(b) Pursuant to the Voting Agreement, Berkshire agreed with
the Reporting Person that for an established period of time, Berkshire would,
among other things, vote (or cause to be voted) all shares of capital stock
of the Company held of record or beneficially owned by Berkshire or any of
its subsidiaries in favor of the Merger and the Related Matters. In
addition, Berkshire agreed to appoint representatives of the Reporting Person
as proxies to vote all capital stock of the Company held of record or
beneficially owned by Berkshire or any of its subsidiaries in favor of the
Merger and the Related Matters. As a result, and based on the fact that the
Voting Agreement relates solely to the vote on the Merger and the Related
Matters, the Reporting Person shares the power to vote the 14,002,017 shares
of Common Stock and the 7,368,421 shares of Common Stock issuable upon
conversion of 280,000 shares of the Preferred Stock, of which Berkshire (or
an affiliate of Berkshire) is the record owner, but which the Reporting
Person may be deemed to be the beneficial owner as a result of the Voting
Agreement, with Berkshire.
Page 6 of 15 Pages
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The Reporting Person has shared dispositive power and shared
voting power with respect to the 243,631 shares of Common Stock held by the
Mutual Funds and Managed Accounts.
(c) Except as set forth or incorporated by reference herein,
neither the Reporting Person, nor, to the best of its knowledge, any
executive officer or director of the Reporting Person, has effected any
transaction in the Common Stock during the past 60 days; provided, however,
that transactions effected on behalf of the Mutual Funds and Managed Accounts
are not reflected herein.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Voting Agreement, Berkshire agreed with the
Reporting Person that for an established period of time, Berkshire would,
among other things, vote (or cause to be voted) all shares of capital stock
of the Company held of record or beneficially owned by Berkshire or any of
its subsidiaries in favor of the Merger and the Related Matters. Pursuant to
the Merger Agreement, the Reporting Person has agreed to exchange each share
of Common Stock for 1.695 shares of the Reporting Person's common stock if
the Merger is approved by the Company's stockholders, and the other
conditions to closing set forth in the Merger Agreement are satisfied or
waived. Other than the Voting Agreement, the proxy granted pursuant to the
Merger Agreement and the Merger Agreement, there are no contracts,
understandings, or relationships (legal or otherwise) among the persons named
in item 2 hereof and between such
Page 7 of 15 Pages
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persons or any person with respect to any securities of the company,
including but not limited to transfer or voting of any of the Common Stock,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. The foregoing descriptions of the Merger Agreement
and the Voting Agreement do not purport to be complete and are qualified in
their entirety by reference to the Merger Agreement and the Voting Agreement,
a copy of each of which has been filed as an exhibit to this Schedule 13D and
is incorporated herein by reference.
Page 8 of 15 Pages
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Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Voting Agreement, dated as of September 24, 1997,
between Travelers Group Inc. and Berkshire Hathaway
Inc. (incorporated by reference to Exhibit 10.1 to the
Reporting Person's Registration Statement on Form S-4,
Registration No. 333-38647).
Exhibit 2 Agreement and Plan of Merger, dated as of September 24,
1997, among Travelers Group Inc., Diamonds Acquisition
Corp. and Salomon Inc (incorporated by reference to
Appendix A to the Proxy Statement/Prospectus included
as part of the Reporting Person's Registration
Statement on Form S-4, Registration No. 333-38647).
Page 9 of 15 Pages
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APPENDIX A
EXECUTIVE OFFICERS AND DIRECTORS OF
TRAVELERS GROUP INC.
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
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C. Michael Armstrong Chairman & Chief Executive Officer
Director (USA) AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Judith Arron Executive Director
Director (USA) Carnegie Hall Corporation
8811 Seventh Avenue
New York, New York 10019
Kenneth J. Bialkin Partner
Director (USA) Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Edward H. Budd Retired Chairman
Director (USA) Travelers Insurance Companies
One Tower Square
Hartford, Connecticut 06183
Joseph A. Califano, Jr. Chairman & Chief Executive Officer
Director (USA) The Center on Addiction & Substance Abuse
at Columbia University
152 West 57th Street
New York, New York 10019
Douglas D. Danforth Executive Associates
Director (USA) One PPG Place
Suite 2210
Pittsburgh, Pennsylvania 15222
James Dimon President & Chief Operating Officer
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Page 10 of 15 Pages
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Leslie B. Disharoon Former Chairman, President & Chief
Director (USA) Executive Officer
Monumental Corporation
2 Chittenden Lane
Owings Mills, Maryland 21117
The Honorable Gerald R. Ford Former President of the United States
Director (USA) Post Office Box 927
Rancho Mirage, California 92270
Thomas W. Jones Vice Chairman
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Ann Dibble Jordan Consultant
Director (USA) Former Director of Social Services,
University of Chicago Medical Center
4610 Kenmore Drive, NW
Washington, DC 20007
Robert I. Lipp Vice Chairman
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Michael T. Masin Vice Chairman & President - International
Director (USA) GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
Dudley I. Mecum Managing Director
Director (USA) Capricorn Management
30 East Elm Street
Greenwich, Connecticut 06830
Andrall E. Pearson Chairman & Chief Executive Officer
Director (USA) Tricon Global Restaurants, Inc.
660 Steamboat Road
Greenwich, Connecticut 06830
Frank J. Tasco Retired Chairman
Director (USA) Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
Page 11 of 15 Pages
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Linda J. Wachner Chairman, President &
Director (USA) Chief Executive Officer
Warnaco Group Inc.
90 Park Avenue
New York, New York 10016
Sanford I. Weill Chairman & Chief Executive Officer
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
Joseph R. Wright, Jr. Chairman & Chief Executive Officer
Director (USA) AMTEC, Inc.
599 Lexington Avenue
New York, New York 10022-6030
Arthur Zankel Co-Managing Partner
Director (USA) First Manhattan Company
437 Madison Avenue
New York, New York 10022
Steven D. Black Vice Chairman & Chief Operating Officer
Executive Officer (USA) Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Michael A. Carpenter Executive Vice President
Executive Officer (USA) Travelers Group Inc.
One Tower Square
Hartford, Connecticut 06183
Charles J. Clarke Chairman & Chief Executive Officer
Executive Officer (USA) - Commercial Lines
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
Donald R. Cooper Chairman
Executive Officer (USA) Resource Deployment Inc.
307 West 7th Street
Fort Worth, Texas 76102
Peter M. Dawkins Chairman & Chief Executive Officer
Executive Officer (USA) Travelers Group Diversified
Distribution Services, Inc.
388 Greenwich Street
New York, New York 10013
Page 12 of 15 Pages
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Irwin Ettinger Executive Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jay S. Fishman Senior Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jeffrey B. Lane Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Jon C. Madonna Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Marjorie Magner President & Chief Operating Officer
Executive Officer (USA) Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Heidi G. Miller Senior Vice President
Executive Officer (USA) & Chief Financial Officer
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Joseph J. Plumeri II Vice Chairman
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Charles O. Prince, III Executive Vice President, General Counsel
Executive Officer (USA) & Secretary
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Marc P. Weill Senior Vice President
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Page 13 of 15 Pages
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Robert B. Willumstad Chairman & Chief Executive Officer
Executive Officer (USA) Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
Page 14 of 15 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
November 6, 1997
TRAVELERS GROUP INC.
By: /s/ Irwin Ettinger
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Name: Irwin Ettinger
Title: Executive Vice President
Page 15 of 15 Pages
