SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 2)
FORM FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SALOMON INC
(Exact name of registrant as specified in its charter)
DELAWARE 22-1660266
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Seven World Trade Center
New York, New York 10048
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(212) 783-7000
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this
form relates: n/a
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On September 24, 1997, the Board of Directors of Salomon Inc (the
"Registrant") approved, and the Registrant executed and delivered, a
Second Amendment (the "Amendment") to the Rights Agreement, dated as
of February 8, 1988, between the Registrant and First Chicago Trust
Company of New York, as successor to Morgan Shareholder Services Trust
Company, as Rights Agent (the "Rights Agent"), as amended by the First
Amendment, dated as of December 7, 1988 (as amended, the "Rights
Agreement"). The Amendment is filed herewith as Exhibit 1 and is
incorporated herein by reference. The Amendment was entered into
immediately prior to the execution and delivery of the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of September 24,
1997, among Travelers Group Inc., Diamonds Acquisition Corp.
("Diamonds") and the Registrant, pursuant to which Diamonds, a wholly
owned subsidiary of Travelers will merge (the "Merger") with and into
the Registrant. The Amendment amends, among other things, Section 1(a)
of the Rights Agreement to provide that neither Travelers or Diamonds
shall be considered to be an Acquiring Person (as such term is defined
in the Rights Agreement) solely as a result of the approval, execution
or delivery of the Merger Agreement or the consummation of the
transactions contemplated thereby, and, additionally, that the group
that may be deemed to have beneficial ownership of the Registrant's
common stock solely by virtue of the Voting Agreement (the "Voting
Agreement") dated as of September 24, 1997, between Travelers and
Berkshire Hathaway Inc., entered into in connection with the execution
and delivery of the Merger Agreement, shall not be considered to be an
Acquiring Person. In addition, the Amendment adds a new Section 34 to
provide, among other things, that no Distribution Date (as defined in
the Rights Agreement) shall occur and no Rights (as defined in the
Rights Agreement) shall be exercisable solely as a result of the
approval, execution and delivery of the Merger Agreement or the Voting
Agreement or the consummation of the transactions contemplated
thereby.
Item 2. EXHIBITS
1. Second Amendment, dated as of September 24, 1997, to
the Rights Agreement dated as of February 8, 1988, as
amended by the First Amendment dated as of December 7,
1988, between Salomon Inc and First Chicago Trust Company
of New York, as successor to Morgan Shareholder Services
Trust Company, as Rights Agent.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SALOMON INC,
Date: September 26, 1997 by /s/ JEROME H. BAILEY
-----------------------------
Name: Jerome H. Bailey
Title: Chief Financial Officer
<PAGE>
EXHIBIT 1
SECOND AMENDMENT (this "Amendment"), dated as of
September 24, 1997, to the Rights Agreement dated as of
February 8, 1988, as amended by the First Amendment
dated as of December 7, 1988 (as so amended, the
"Rights Agreement"), between SALOMON INC, a Delaware
corporation (the "Company"), and FIRST CHICAGO TRUST
COMPANY OF NEW YORK, as successor to Morgan Shareholder
Services Trust Company (the "Rights Agent").
WHEREAS the Company and the Rights Agent have previously entered
into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend
the Rights Agreement in accordance with the provisions of Section 27;
and
WHEREAS all acts and things necessary to make this Amendment a
valid agreement have been done and performed and the execution and
delivery of this Amendment by the Company and the Rights Agent have
been in all respects duly authorized by the Company and the Rights
Agent.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereto hereby agree as follows:
SECTION 1. Amendments to Rights Agreement. The Rights
Agreement is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1(a) of
the Rights Agreement is amended by:
(i) deleting the phrase "or (v)" in the first sentence of
such definition and inserting the phrase ", (v)" in its place;
and
(ii) deleting the period at the end of such sentence and
inserting in its place ", (vi) either of Travelers Group Inc., a
Delaware corporation ("Parent"), or Diamonds Acquisition Corp., a
Delaware corporation ("Sub"), solely as a result of the approval,
execution or delivery of the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of September 24, 1997, between
Parent, Sub and the Company, or the consummation of the
transactions contemplated by the Merger Agreement or (vii) the
group that might be deemed to have Beneficial Ownership of Common
Shares solely by virtue of the Voting Agreement (the "Voting
Agreement"), dated as of September 24, 1997, by and between
Parent and Berkshire Hathaway Inc., a Delaware corporation, or
any successor agreement (or provisions adding persons to such
group) approved by the Board of Directors of the Company."
(b) A new Section 34 is added as follows:
"Section 34. Merger with Travelers Group Inc.
Notwithstanding any provision herein to the contrary, (i) neither
Parent nor Sub shall be considered to be an Acquiring Person
under this Agreement, (ii) no Distribution Date shall occur
pursuant to Section 3, and (iii) no Rights shall be exercisable
pursuant to Section 7 or Section 11 or any other provision
hereof, including
<PAGE>
exercisable for Common Shares pursuant to Section 11(a)(ii), in
each of the cases specified in clauses (i), (ii) and (iii) of
this Section 34, solely as a result of the approval, execution or
delivery of the Merger Agreement or the Voting Agreement or
consummation of the transactions contemplated thereby, and the
procedures contained in Section 23(c) shall not be applicable to
such transactions. In addition, notwithstanding anything in
Section 13 or any other provision hereof to the contrary, no
provision shall be required to be made with respect to the
matters specified in clauses (i), (ii), (iii) or (iv) of Section
13 solely as a result of the approval, execution or delivery of
the Merger Agreement or consummation of the transactions
contemplated thereby."
SECTION 2. Full Force and Effect. Except as expressly
amended hereby, the Rights Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof.
SECTION 3. Governing Law. This Amendment shall be deemed to
be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the
laws of such State applicable to contracts to be made and performed
entirely within such State.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above
written.
SALOMON INC,
By /s/ Robert E. Denham
-------------------------
Name: Robert E. Denham
Title: Chairman and Chief
Executive Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK,
By /s/ John Bambach
-------------------------
Name: John Bambach
Title: Vice President
