Schedule 13D
Amendment #1
Issuer: SALOMON, INC.
Common Stock
CUSIP Number: 79549B107
Person authorized to receive notices and communications:
Mark VanDevelde
Ross Financial Corporation
P.O. Box 31363-SMB
Mirco Commerce Centre
Cayman Islands, B.W.I
(809) 949-7950
Date of event which requires filing: December 11, 1996
Name of Reporting Person:
Dart Financial Corporation
Source of Funds:
None
Citizenship or Place of Organization:
Nevada
Sole Voting Power:
Zero
Shared Voting Power:
13,000 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
13,000 shares
Aggregate Amount Beneficially Owned By Each Reporting Person:
13,000
These shares are beneficially owned by the Kenneth B. Dart Residual
Subtrust.
Percent of Class Represented by Amount:
0.012%
Type of Reporting Person
OO-PRIVATE TRUST COMPANY
Name of Reporting Person:
The Kenneth B. Dart Residual Subtrust created under the Third
Amendment and Restatement of Trust Agreement of William F. Dart.
Source of Funds:
PF-PERSONAL FUNDS
Citizenship or Place of Organization:
Nevada
Sole Voting Power:
Zero
Shared Voting Power:
13,000 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
13,000 shares
Aggregate Amount Beneficially Owned By Each Reporting Person:
13,000
These shares may also be deemed to be owned by Dart Financial
Corporation, which is the Trustee of the Kenneth B. Dart Residual
Subtrust.
Percent of Class Represented by Amount:
0.012%
Type of Reporting Person
OO-TRUST
Name of Reporting Person:
William A. Dart
Source of Funds:
None
Citizenship or Place of Organization:
Florida
Sole Voting Power:
Zero
Shared Voting Power:
13,000 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
13,000 shares
Aggregate Amount Beneficially Owned By Each Reporting Person:
13,000
These shares are beneficially owned by Dart Financial Corporation,
as to which William A. Dart is a 50% shareholder.
Percent of Class Represented by Amount:
0.012%
Type of Reporting Person
IN-INDIVIDUAL
Name of Reporting Person:
Claire T. Dart
Source of Funds:
None
Citizenship or Place of Organization:
Florida
Sole Voting Power:
Zero
Shared Voting Power:
13,000 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
13,000 shares
Aggregate Amount Beneficially Owned By Each Reporting Person:
13,000
These shares are beneficially owned by Dart Financial Corporation,
as to which Claire T. Dart is a 50% shareholder.
Percent of Class Represented by Amount:
0.012%
Type of Reporting Person
IN-INDIVIDUAL
Name of Reporting Person:
Kenneth B. Dart
Source of Funds:
None
Citizenship or Place of Organization:
Belize
Sole Voting Power:
Zero
Shared Voting Power:
6,595,300 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
6,595,300 shares
Aggregate Amount Beneficially Owned By Each Reporting Person:
6,595,300
These shares are beneficially owned by Ross Financial Corporation,
as to which Kenneth B. Dart is the 100% shareholder.
Percent of Class Represented by Amount:
6.27%
Type of Reporting Person
IN-INDIVIDUAL
Name of Reporting Person:
Ross Financial Corporation
Source of Funds:
WC-WORKING CAPITAL
OO-MARGIN BORROWING
Citizenship or Place of Organization:
Cayman Islands
Sole Voting Power:
Zero
Shared Voting Power:
6,595,300 shares
Sole Dispositive Power
Zero
Shared Dispositive Power
6,595,300 shares
Aggregate Amount Beneficially Owned By Each Reporting Person:
6,595,300
These shares may be deemed to be beneficially owned by Kenneth B.
Dart who is the 100% shareholder.
Percent of Class Represented by Amount:
6.27%
Type of Reporting Person
CO-CORPORATION
Name of Reporting Person:
W. A. Dart Foundation
Source of Funds:
WC-WORKING CAPITAL
Citizenship or Place of Organization:
Michigan
Sole Voting Power:
30,000 shares
Shared Voting Power:
None
Sole Dispositive Power
30,000 shares
Shared Dispositive Power
None
Aggregate Amount Beneficially Owned By Each Reporting Person:
30,000
Percent of Class Represented by Amount:
0.028%
Type of Reporting Person
OO-PRIVATE FOUNDATION
JOINT STATEMENT
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of voting common stock (the
"Common Stock") of Salomon Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are
located at Seven World Trade Center, New York, New York 10048.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed jointly by the following reporting
persons (the "Reporting Persons") as a group because of their
family and business relationships:
(a)-(f)
A. Dart Financial Corporation ("Dart").
(1) State of Incorporation: Nevada
(2) Principal business: Private trust company.
(3) Address of Principal Business:
First Interstate Bank of Nevada N.A.
Trust Department
3800 Howard Hughes Parkway
Suite 200
Las Vegas, Nevada 89109
(4) Address of Principal Office:
First Interstate Bank of Nevada N.A.
Trust Department
3800 Howard Hughes Parkway
Suite 200
Las Vegas, Nevada 89109
(5) Name and address of all members of the Board of Directors:
William A. Dart
1952 Field Road
Sarasota, Florida 34231
Claire T. Dart
1952 Field Road
Sarasota, Florida 34231
(6) Name and address of all officers:
William A. Dart CEO, President &
1952 Field Road Treasurer
Sarasota, Florida 34231
Claire T. Dart Vice President
1952 Field Road
Sarasota, Florida 34231
Benjamin O. Schwendener, Jr. Secretary
222 North Washington Square
Suite 400
Lansing, Michigan 48933
JoAnne E. Williams Assistant Secretary
500 Hogsback Road
Mason, Michigan 48854
(7) Neither this reporting person, nor, to the best of its
knowledge, any of its directors and executive officers listed above
has, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors),
or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any
violation of such laws.
B. William A. Dart
(1) Residency: Florida
(2) Business Address:
1952 Field Road
Sarasota, Florida 34231
(3) Principal Employment:
Chairman of the Board of the following corporations:
(a) Dart Container Corporation
P.O. Box 31372-SMB
Grand Cayman, Cayman Islands, B.W.I. *
(b) Dart Container Corporation of Pennsylvania
500 Hogsback Road
Mason, Michigan 48854 *
(c) Dart Container Corporation of Kentucky
500 Hogsback Road
Mason, Michigan 48854 *
(d) Dart Container Corporation of Illinois
500 Hogsback Road
Mason, Michigan 48854 *
(e) Dart Container Corporation of Georgia
500 Hogsback Road
Mason, Michigan 48854 *
(f) Dart Container Corporation of California
500 Hogsback Road
Mason, Michigan 48854 *
(g) Dart Cup, Ltd.
500 Hogsback Road
Mason, Michigan 48854 *
(h) Dart Container Corporation of Michigan
500 Hogsback Road
Mason, Michigan 48854 *
President, Secretary and Board Member of the following
corporation:
(a) Dart Container Corporation of Florida
1952 Field Road
Sarasota, Florida 34231 **
President, Treasurer and Board Member of the following
corporation:
(a) Dart Financial Corporation
First Interstate Bank of Nevada N.A.
Trust Department
3800 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89109 ***
Board Member of the following corporations:
(a) Dart Energy Corporation
600 Dart Road
Mason, Michigan 48854 ****
(b) Dart Properties Incorporated
600 Dart Road
Mason, Michigan 48854 *****
* The principal business activity is the manufacture, sale and
recycling of polystyrene cups and plastic cutlery and dinnerware.
** The principal business activity is the general partner of the
Dart Container Company of Florida Limited Partnership, the
principal business activity of which is the manufacture, sale and
recycling of polystyrene cups and plastic cutlery and dinnerware.
*** The principal business activity is a private trust company.
**** The principal business activity is oil and Gas exploration and
related oil field operations.
***** The principal business activity is the management and
construction of real estate projects.
(4) This reporting person has not during the last five years, (i)
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject
to a judgement, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws. This
reporting person is a citizen of the United States.
C. Claire T. Dart
(1) Residency: Florida
(2) Business Address:
1952 Field Road
Sarasota, Florida 34231
(3) Principal Employment:
Member of the Board of the following corporations:
(a) Dart Container Corporation
P.O. Box 31372-SMB
Grand Cayman, Cayman Islands, B.W.I. *
(b) Dart Container Corporation of Pennsylvania
500 Hogsback Road
Mason, Michigan 48854 *
(c) Dart Container Corporation of Kentucky
500 Hogsback Road
Mason, Michigan 48854 *
(d) Dart Container Corporation of Illinois
500 Hogsback Road
Mason, Michigan 48854 *
(e) Dart Container Corporation of Georgia
500 Hogsback Road
Mason, Michigan 48854 *
(f) Dart Container Corporation of California
500 Hogsback Road
Mason, Michigan 48854 *
(g) Dart Container Corporation of Michigan
500 Hogsback Road
Mason, Michigan 48854 *
(h) Dart Container Corporation of Florida
1952 Field Road
Sarasota, Florida 34231 **
Vice President and Board Member of the following
corporations:
(a) Dart Financial Corporation
First Interstate Bank of Nevada N.A.
Trust Department
3800 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89109 ***
* The principal business activity is the manufacture, sale and
recycling of polystyrene cups and plastic cutlery and dinnerware.
** The principal business activity is the general partner of the
Dart Container Company of Florida Limited Partnership, the
principal business activity of which is the manufacture, sale and
recycling of polystyrene cups and plastic cutlery and dinnerware.
*** The principal business activity is a private trust company.
(4) This reporting person has not during the last five years, (i)
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject
to a judgement, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws. This
reporting person is a citizen of the United States.
D. Kenneth B. Dart Residual Subtrust
(1) State of Organization: Nevada
(2) Principal business: Investment in securities and real
estate.
(3) Address of Principal Business:
First Interstate Bank of Nevada N.A.
Trust Department
3800 Howard Hughes Parkway
Suite 200
Las Vegas, Nevada 89109
(4) Address of Principal Office:
First Interstate Bank of Nevada N.A.
Trust Department
3800 Howard Hughes Parkway
Suite 200
Las Vegas, Nevada 89109
(5) Name and address of the Trustee.
Dart Financial Corporation
First Interstate Bank of Nevada N.A., Trust Dept.
3800 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89109
(6) This reporting person has not during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject
to a judgement, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
E. Kenneth B. Dart
(1) Business Address: P.O. Box 31300-SMB, Grand Cayman, Cayman
Islands, B.W.I.
(2) Principal Employment: President of the following
corporation:
(a) Dart Container Corporation
P.O. Box 31372-SMB
Grand Cayman, Cayman Islands, B.W.I. *
* The principal business activity is the manufacture, sale and
recycling of polystyrene cups and plastic cutlery and dinnerware.
(3) This reporting person has not during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject
to a judgement, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
(4) Citizenship: Belize
F. ROSS FINANCIAL CORPORATION
(1) Country of Organization: Cayman Islands
(2) Principal business: Investment in securities.
(3) Address of Principal Business:
P.O. Box 31363-SMB
Grand Cayman, Cayman Islands, B.W.I.
(4) Address of Principal Office:
P.O. Box 31363-SMB
Grand Cayman, Cayman Islands, B.W.I.
(5) Name and address of all members of the Board of Directors:
Kenneth B. Dart
P.O. Box 31300-SMB
Grand Cayman, Cayman Islands, B.W.I.
(6) Name and address of all officers:
Kenneth B. Dart President/Treasurer
P.O. Box 31300-SMB
Grand Cayman, Cayman Islands, B.W.I.
Mark VanDevelde Secretary
P.O. Box 31363-SMB
Grand Cayman, Cayman Islands, B.W.I.
Foreshore Corporate Services Assistant Secretary
P.O. Box 1994
Grand Cayman, Cayman Islands, B.W.I.
(7) Neither this reporting person, nor, to the best of its
knowledge, any of its directors and executive officers listed above
has, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors),
or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgement, decree or final
order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any
violation of such laws.
G. W.A. DART FOUNDATION
(1) Place of Organization: Michigan
(2) Principal Business: Private Foundation which spends its
funds exclusively for charitable, religious, educational and
scientific endeavors.
(3) Address of Principal Business: 500 Hogsback Road,
Mason, Michigan 48854
(4) Address of Principal Office: 500 Hogsback Road,
Mason, Michigan 48854
(5) Name and address of all members of the Board of Directors:
William A. Dart
1952 Field Road
Sarasota, Florida 34231
Claire T. Dart
1952 Field Road
Sarasota, Florida 34231
Kenneth B. Dart
P.O. Box 31300-SMB
Grand Cayman, Cayman Islands, B.W.I.
Robert C. Dart
Garretts Lane, Cradley Heath
Warley, West Midlands, England B64 5RE
Benjamin O. Schwendener, Jr.
222 North Washington Square
Suite 400
Lansing, Michigan 48933
(6) This reporting person has not during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject
to a judgement, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A. Dart Financial Corporation:
Dart Financial Corporation purchased no new shares of Common Stock
for its own account.
B. Kenneth B. Dart Residual Subtrust:
The Kenneth B. Dart Residual Subtrust purchased no new shares of
Common Stock for its own account.
C. William A. Dart:
William A. Dart purchased no new shares of Common Stock for his own
account.
D. Claire T. Dart:
Claire T. Dart purchased no new shares of Common Stock for her own
account.
E. Kenneth B. Dart:
Kenneth B. Dart purchased no shares of Common Stock for his account
but is the 100% shareholder of Ross Financial Corporation.
F. Ross Financial Corporation:
Ross Financial Corporation purchased 1,165,800 shares of Common
Stock for total consideration (including brokerage commission) of
approximately $53,306,252. Ross Financial Corporation acquired
shares of Common Stock by using funds from its working capital
account and margin borrowing from its account with Bear, Stearns &
Co., Inc.
G. W.A. Dart Foundation:
The W.A. Dart Foundation purchased no new shares of Common Stock
for its own account.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of Common Stock of each reporting
person is long-term passive investment. Each reporting person
intends to acquire additional Common Stock of the issuer, subject
to the availability of such stock at prices deemed attractive by
each of the respective reporting persons. However, each reporting
person may determine to dispose of some or all of its respective
holdings. Other than as set forth herein, each reporting person
has no plans or proposals which relate to or would result in any of
the actions specified in Item 4 of Form 13D promulgated by the
Securities and Exchange Commission.
ITEM 5 INTEREST IN SECURITIES OF ISSUER.
(a)-(b)
A. The information contained in the cover pages to this Schedule
13D is incorporated herein by reference.
B. As of December 11, 1996, the Reporting Persons owned the
following shares of Common Stock.
(1) The Kenneth B. Dart Subtrust ("KBD Subtrust") is the direct
owner of 13,000 shares of Common Stock. The 13,000 shares
represent approximately .012% of the 105,207,572 shares of Common
Stock outstanding as of June 30, 1996, as reported by the Company
on Form 10-Q for the second quarter (the "Outstanding Shares").
(2) By virtue of its status as the sole Trustee of the KBD
Subtrust, Dart Financial Corporation, for purposes of this Schedule
13D, as amended, may be deemed to be a beneficial owner of all of
the shares of Common Stock owned by the KBD Subtrust.
(3) By virtue of his ownership of 50% of the outstanding
voting shares of Dart Financial Corporation, William A. Dart, for
purposes of this Schedule 13D, as amended, may be deemed to be a
beneficial owner of all of the shares of Common Stock beneficially
owned by Dart Financial Corporation.
(4) By virtue of her ownership of 50% of the outstanding
voting shares of Dart Financial Corporation, Claire T. Dart, for
purposes of this Schedule 13D, as amended, may be deemed to be a
beneficial owner of all of the shares of Common Stock beneficially
owned by Dart Financial Corporation.
(5) William A. Dart, Claire T. Dart and Dart Financial
Corporation share the voting and dispositive powers with respect to
the shares of Common Stock beneficially owned by the KBD Subtrust.
(6) By virtue of his ownership of 100% of the outstanding
voting shares of Ross Financial Corporation, Kenneth B. Dart, for
purposes of this Schedule 13D, as amended, may be deemed to be a
beneficial owner of all of the shares owned by Ross
Financial Corporation.
(7) Ross Financial Corporation is the direct owner of
6,595,300 shares of Common Stock. The 6,595,300 shares represent
approximately 6.27% of the Outstanding Shares.
(8) W.A. Dart Foundation is the direct owner of 30,000 shares
of Common Stock. The 30,000 shares represent approximately .028%
of the Outstanding Shares.
(9) After netting out the shares held by more than one person,
the Reporting Persons herein have beneficial ownership of an
aggregate of 6,638,300 shares of Common Stock representing 6.31% of
the Outstanding Shares.
(c) See Exhibit A attached hereto, and which is incorporated
herein by reference. All of the transactions on Exhibit A were
affected on the New York Stock Exchange.
(d) No other person is known to have the right or power to direct
the receipt of dividends or the proceeds from the sale of shares of
Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Dart Financial Corporation is the Trustee of KBD Subtrust. William
A. Dart and Claire T. Dart are the sole shareholders of the voting
stock of Dart Financial Corporation. Kenneth B. Dart is the sole
shareholder of Ross Financial Corporation. There are interrelated
boards and officers of the entities in Item 2 as indicated therein.
The Agreement among the Reporting Persons with respect to the
filing of this amendment to Schedule 13D is incorporated by
reference.
ITEM 7. MATERIAL TO BE FILED WITH EXHIBITS.
The following Exhibits are filed herewith.
A. Schedule of Transactions of the voting Common Stock of the
Issuer.
B. Agreement among the reporting persons with respect to the
filing of the Schedule 13D and any amendments thereto.
After reasonable inquiry and to the best of our knowledge and
belief, we each certify that the information set forth in this
statement is true, complete and correct. This statement may be
executed in two (2) or more counterparts, each of which shall be
deemed an original and all of which shall constitute one (1)
instrument.
DART FINANCIAL CORPORATION ROSS FINANCIAL CORPORATION
By: By:
William A. Dart Kenneth B. Dart
Its: President Its: President
Dated: December 12, 1996 Dated: December 12, 1996
William A. Dart Kenneth B. Dart
Dated: December 12, 1996 Dated: December 12, 1996
Claire T. Dart
Dated: December 12, 1996
KENNETH B. DART RESIDUAL SUBTRUST
By:
William A. Dart
President of Dart Financial
Corporation, Trustee
Dated: December 12, 1996
W. A. DART FOUNDATION
By:
William A. Dart
Its: President
Dated: December 12, 1996
EXHIBIT A
PURCHASE TRANSACTIONS BY ROSS FINANCIAL CORPORATION
Date # of Share Total
Purchased shares Price Cost Commission Cost
12/ 3/96 2,000 44.875 88,750.00 100 89,850.00
12/ 3/96 196,700 45.000 8,851,500.00 9,835 8,861,335.00
12/ 4/96 105,600 44.880 4,738,800.00 5,280 4,744,080.00
12/ 4/96 30,000 45.000 1,350,000.00 1,500 1,351,500.00
12/ 5/96 66,000 45.000 2,970,000.00 3,300 2,973,300.00
12/ 5/96 23,000 44.875 1,032,125.00 1,150 1,033,275.00
12/ 6/96 50,000 44.000 2,640,000.00 3,000 2,643,000.00
12/ 6/96 6,500 44.125 286,812.50 325 287,137.50
12/ 6/96 24,200 44.250 1,070,850.00 1,210 1,072,060.00
12/ 6/96 66,000 44.375 2,928,750.00 3,300 2,932,050.00
12/ 6/96 92,000 44.500 4,094,000.00 4,600 4,098,600.00
12/ 6/96 20,300 44.625 905,887.50 1,015 906,902.50
12/ 9/96 8,000 44.750 358,000.00 400 358,400.00
12/ 9/96 5,000 44.875 224,375.00 250 224,625.00
12/ 9/96 13,000 45.000 585,000.00 650 585,650.00
12/10/96 1,500 44.625 66,937.50 75 67,012.50
12/10/96 296,000 45.000 13,320,000.00 14,800 13,334,800.00
12/11/96 1,500 44.625 71,400.00 80 71,480.00
12/11/96 49,400 44.750 2,210,650.00 2,470 2,213,120.00
12/11/96 15,000 44.875 673,125.00 750 673,875.00
12/11/96 84,000 45.000 3,780,000.00 4,200 3,784,200.00
TOTALS 1,165,800 52,247,982.50 58,290 52,306,252.50
All transactions were effected on the New York Stock Exchange.
EXHIBIT B
AGREEMENT
This will confirm the agreement by and among all of the undersigned
that Schedule 13D filed on or about November 12, 1996 and any
amendments thereto with respect to the beneficial ownership of the
undersigned of the shares of voting common stock, of Salomon, Inc.,
a Delaware corporation was, and are being, filed on behalf of each
of the parties named below. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
DART FINANCIAL CORPORATION ROSS FINANCIAL CORPORATION
By: By:
William A. Dart Kenneth B. Dart
Its: President Its: President
Dated: December 12, 1996 Dated: December 12, 1996
William A. Dart Kenneth B. Dart
Dated: December 12, 1996 Dated: December 12, 1996
Claire T. Dart
Dated: December 12, 1996
KENNETH B. DART RESIDUAL SUBTRUST
By:
William A. Dart
President of Dart Financial
Corporation, Trustee
Dated: December 12, 1996
W. A. DART FOUNDATION
By:
William A. Dart
Its: President
Dated: December 12, 1996
