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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Varity Corporation
------------------
(Name of Issuer)
Common Stock, par value $0.01
-----------------------------
(Title of Class of Securities)
92224R602
--------------
(CUSIP Number)
c/o Richard D. Scribner, Salomon Brothers Inc
Seven World Trade Center, New York, New York 10048 (212) 783-7400
- -------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 5, 1996
-------------------------------------------
(Date of Event with Requires Filing of this
Statement)
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. [ ]
Check the following box if a fee is being paid with the
statement. [ X ] (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13D-7.)
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.
*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 purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") 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>
SCHEDULE 13D
- --------------------------- ------------------------
CUSIP No. 92224R602 Page 2 of 21 Pages
--- ---
- --------------------------- ------------------------
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers Holding Company Inc
13-3082695
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
2,069,700
---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,069,700
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,069,700
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The title of the class of equity securities to which
this statement relates is the common stock, par value $0.01 (the
"Common Stock"), of Varity Corporation, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are
located at 672 Delaware Avenue, Buffalo, New York 14209.
Item 2. Identity and Background.
(a-c, f) This statement on Schedule 13D is being filed
by Salomon Brothers Holding Company Inc ("SBHC"), a corporation
organized under the laws of the State of Delaware. All of the
Common Stock reported herein is directly beneficially owned by
Salomon Brothers Inc ("SBI"), Salomon Brothers International
Limited ("SBIL") and Salomon Brothers U.K. Equity Limited
("SBUKE"). SBI is a corporation organized under the laws of the
State of Delaware and a wholly-owned subsidiary of SBHC. SBIL is
a corporation organized under the laws of England and a
wholly-owned subsidiary of SBHC. SBUKE is a corporation organized
under the laws of England and an indirect wholly-owned subsidiary
of SBHC. SBHC is in turn a wholly-owned subsidiary of Salomon
Inc. The principal executive offices of each of SBI, SBHC and
Salomon Inc are located, and principal business activities
conducted, at Seven World Trade Center, New York, New York 10048.
The principal executive office of SBIL and SBUKE are located, and
principal business activities conducted, at Victoria Plaza, 111
Buckingham Palace Road, London SW1W O5B England.
The principal business of SBHC is the ownership of all
the outstanding shares of common stock of SBI and SBIL. The
principal business of Salomon Inc is the ownership of all
outstanding shares of common stock of SBHC and Phibro Energy USA
Inc. (which owns four oil refineries in Texas and London and
other asset-based businesses) and the conduct of commodities
trading (concentrating on crude oil and energy derivatives)
through its Phibro Energy Division.
The names, citizenship, business addresses and
principal occupations or employments of each of the executive
officers and directors of SBHC are set forth in Annex A hereto,
which is incorporated herein by reference. The names,
citizenship, business addresses and principal occupations or
employments of each of the executive officers and directors of
Salomon Inc are set forth in Annex B hereto, which is
incorporated herein by reference.
(d-e) On May 20, 1992, SBI and Salomon Inc (together
"Salomon") consented, without admitting or denying any of the
allegations of the concurrently filed complaint, to the entry of
a Final Judgment of Permanent Injunction and Other Relief (the
"Final Judgment") in settlement of an action arising out of
Page 3 of 21 Pages
<PAGE>
alleged misconduct in auctions of U.S. Treasury securities and
government securities trading, brought by the Securities and
Exchange Commission (the "SEC") in the United States District
Court of the Southern District of New York, entitled Securities
and Exchange Commission v. Salomon Inc and Salomon Brothers Inc
(92 Civ. 3691 and Securities and Exchange Act Release No. 30721
(May 20, 1992)) (the "Treasury Matter"). Among other things, the
Final Judgment enjoins Salomon from violations of Section 17(a)
of the Securities Act of 1933 (the "1933 Act"), Section 10(b),
15(c)(1) and 17(a) of the 1934 Act and Rules 10b-5, 15c1-2, 17a-3
and 17a-4 promulgated thereunder. Pursuant to the settlement,
Salomon was required to pay a total amount of $290,000,000, with
$100,000,000 going to a fund for the payment of private claims
for compensatory damages arising out of the U.S. Treasury auction
and related matters and $190,000,000 to the United States in
payment of civil penalties under the Securities Enforcement
Remedies and Penny Stock Reform Act of 1990 and a forfeiture of
assets to and settlement of claims with the Department of Justice
against SBI. On the same day, in other related actions solely
involving SBI, the SEC instituted and settled an administrative
proceeding relating to a failure to supervise the persons
responsible for the alleged misconduct, the Federal Reserve Bank
of New York announced the continuation of SBI's primary dealer
designation but a cessation of its trading activity until August
3, 1992, and the Department of Treasury announced that SBI would
be permitted to resume bidding for customers on August 3, 1992,
having restricted SBI to purchasing securities for its own
account in U.S. Treasury auctions since August 18, 1991.
In January and February 1993, SBI, without admitting
or denying any allegations, entered into consent agreements and,
in some states, consent orders with 41 state securities
regulators in settlement of certain claims in respect of SBI's
state broker-dealer registrations arising out of SBI's activities
described in the Treasury Matter. Pursuant to the settlement with
the states, SBI agreed, among other things, to (i) comply with
those provisions of the order issued by the SEC in the Treasury
Matter that imposed remedial sanctions with respect to alleged
violations of securities laws by former personnel of SBI in
auctions for United States Treasury Securities during 1990 and
1991; (ii) pay $50,000 to each state participant in the
settlement as reimbursement for costs of investigation related to
the Treasury Matter; and (iii) with respect to some states,
contribute $2,000,000 to a multi-state investor protection trust
fund to be created for the purpose of providing funds for
projects promoting the cause of investor protection.
Other than as aforesaid, during the last five years
neither Salomon Inc nor, to the best knowledge of Salomon Inc,
SBHC, SBI or any of the persons listed in Annexes A and B hereto,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which SBI, SBHC, Salomon Inc or any
of such persons 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.
Item 3. Source and Amount of Funds or Other Consideration.
The net amount of funds used by SBI to acquire the
688,400 shares of Common Stock of the Issuer described in Item 5
is estimated to have been approximately $33,504,338. These funds
came from SBI's working capital, which in the normal course
includes the proceeds from day loans and demand loans entered
into in the ordinary course of business with numerous banks. Such
demand loans are secured virtually entirely by securities owned
by SBI. The net amount of funds used by SBIL to acquire the
Page 4 of 21 Pages
<PAGE>
1,381,300 shares of Common Stock of the Issuer described in Item
5 is estimated to have been approximately $67,709,526. These
funds came from SBIL's working capital, which in the normal
course includes the proceeds from day loans and demand loans
entered into in the ordinary course of business with numerous
banks. Such demand loans are secured virtually entirely by
securities owned by SBIL. The net amount of funds used by SBUKE
to acquire the 1,381,300 shares of Common Stock of the Issuer
described in Item 5 is estimated to have been approximately
$67,709,526. These funds came from SBUKE's working capital, which
in the normal course includes the proceeds from day loans and
demand loans entered into in the ordinary course of business with
numerous banks. Such demand loans are secured virtually entirely
by securities owned by SBUKE.
Item 4. Purpose of Transaction.
The Common Stock to which this Statement relates was
acquired by SBI, SBIL and SBUKE in the ordinary course of
business in connection with investment and arbitrage and trading
activities.
On March 30, 1996, the Issuer and Lucas Industries plc
("Lucas"), announced that they had executed a merger agreement
pursuant to which each of Lucas and the Issuer will become a
wholly-owned subsidiary of LucasVarity plc ("LucasVarity"), an
English public limited company newly formed for such purpose
(such transaction, the "Merger"). On September 6, 1996, the
Merger was consummated, at which time each share of Common Stock
of the Issuer was converted into the right to receive 1.38
American Depositary Shares of LucasVarity, each representing 10
fully paid ordinary shares, nominal value 25p per share, of
LucasVarity and evidenced by American Depositary Receipts of
LucasVarity.
Item 5. Interest in Securities of the Issuer.
(a-b) By reason of their relationship, Salomon Inc and
SBHC may be deemed to share voting and dispositive power with
respect to Common Stock owned by SBI, SBIL and SBUKE.
At 4:00 p.m., Eastern Daylight Savings Time, on
September 5, 1996, SBI directly beneficially owned 688,400 shares
of Common Stock, SBIL directly beneficially owned 1,381,300
shares of Common Stock and SBHC indirectly beneficially owned
2,069,700 shares of Common Stock. According to the Proxy
Statement/Prospectus filed by Varity Corporation and LucasVarity
plc in Amendment No. 2 to its Registration Statement on Form F-4,
39,355,450 shares of Common Stock were issued and outstanding as
of July 15, 1996. Based on such information, the 688,400 shares
of Common Stock directly beneficially owned by SBI on September
5, 1996 represented approximately 1.7% of the Common Stock
outstanding, the 1,381,300 shares directly beneficially owned by
SBIL on September 5, 1996 represented approximately 3.5% of the
Common Stock outstanding and the 2,069,700 shares of Common Stock
indirectly beneficially owned by SBHC represented approximately
5.3% of the Common Stock outstanding.
Page 5 of 21 Pages
<PAGE>
On September 6, 1996, prior to the time of
consummation of the Merger, SBIL sold the 1,381,300 shares of
Common Stock beneficially owned by SBIL to SBUKE for
approximately $67,709,526.
Except as described above, neither SBHC nor, to the
best knowledge of SBHC, any of Salomon Inc, SBI, SBIL, SBUKE or
the persons listed in Annexes A or B hereto beneficially owned
any Common Stock at the time of consummation of the Merger on
September 6, 1996.
(c) The dates, numbers of shares and prices per share
for all purchases and sales of Common Stock from July 7, 1996
through the time of consummation of the Merger on September 6,
1996 are shown on Annex C hereto, which is incorporated herein by
reference. As noted in Annex C, all such purchases and sales of
Common Stock made by SBI, SBIL and SBUKE were made on the New
York Stock Exchange or in the over-the-counter market.
Except as described above, neither SBHC nor, to the
best knowledge of SBHC, any of Salomon Inc, SBI, SBIL, SBUKE or
the persons listed on Annexes A or B hereto made any purchases or
sales of Common Stock from July 7, 1996 through the time of
consummation of the Merger on September 6, 1996.
(d-e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Neither SBHC nor, to the best knowledge of SBHC, any
of Salomon Inc, SBI, SBIL, SBUKE or the persons listed on Annexes
A or B hereto have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect
to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
Page 6 of 21 Pages
<PAGE>
ANNEXES
A. Executive Officers and Directors of Salomon Brothers Holding
Company Inc
B. Executive Officers and Directors of Salomon Inc
C. Description of purchases and sales of Common Stock by
Salomon Brothers Inc, Salomon Brothers International Limited
and SBUKE from July 7, 1996 through the time of consummation
of the Merger on September 6, 1996.
Page 7 of 21 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: September 13, 1996
SALOMON BROTHERS HOLDING COMPANY INC
By /s/ Andrew Parets
-----------------------------------
Name: Andrew Parets
Title: Managing Director
Page 8 of 21 Pages
<PAGE>
September 1996
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS HOLDING COMPANY INC
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Jerome H. Bailey(1) Chief Financial Officer and
Chief Financial Officer and Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Rodney B. Berens(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Brock(1) Chairman and Chief Executive
Managing Director Officer
Salomon Brothers Asset
Management Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(3) Director, Chairman and
Managing Director Chief Executive Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Eric C. Fast(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Page 9 of 21 Pages
<PAGE>
Bruce C. Hackett(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John L. Haseltine(1)(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Toshiharu Kajima(1) (4) Chief Executive Officer
Managing Director Salomon Brothers Asia Limited
Akasaka Park Building
2-20, Akasaka 5-chome
Minatu-Ku, Tokyo 107 Japan
Thomas W. Jasper Treasurer and Managing
Treasurer and Managing Director
Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(1)(2)(3)(5) Chairman and Chief Executive
Chairman and Chief Executive Officer
Officer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Kenneth K. Marshall(1) Chief Administrative Officer
Chief Administrative Officer and Managing Director
and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Eduardo G. Mestre(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Peter J. Middleton(1) (5) Chief Executive Officer
Managing Director Salomon Brothers International
Limited
Victoria Plaza
111 Buckingham Palace Road
London, SW1B 0SB
England
Page 10 of 21 Pages
<PAGE>
Robert H. Mundheim(1) Secretary and Managing
Secretary and Managing Director
Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Shigeru Myojin(1) (2) (4) Vice Chairman and Managing
Vice Chairman and Director
Managing Director Salomon Brothers Inc
Salomon Brothers Asia Limited
Akasaka Park Building
2-20, Akasaka 5-chome
Minatu-Ku, Tokyo 107 Japan
Citizenship
Except as footnoted below, each of the individuals listed
above is a citizen of the United States.
- ----------------------
(1) Member of the Management Board
(2) Member of the Operating Committee
(3) Member of the Board of Directors
(4) Citizen of Japan
(5) Citizen of Great Britain
Page 11 of 21 Pages
<PAGE>
September 1996
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS
OF SALOMON INC
Principal Occupation
Name and Title and Business Address
- -------------- --------------------
Dwayne O. Andreas Chairman of the Board and
Director Chief Executive
Archer Daniels Midland Company
Box 1470
Decatur, Illinois 62525
Jerome H. Bailey Chief Financial Officer
Chief Financial Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer and
Managing Director
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Warren E. Buffett(1) Chairman and Chief Executive
Director Officer
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Richard J. Carbone Controller
Controller Salomon Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(1) Director, Chairman and Chief
Director, Chairman and Executive Officer
Chief Executive Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Page 12 of 21 Pages
<PAGE>
Dr. Claire M. Fagin Leadership Professor
Director School of Nursing
University of Pennsylvania
Philadelphia, Pennsylvania 19104
John L. Haseltine Managing Director
Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Gedale B. Horowitz Senior Executive Director
Director and Executive Salomon Brothers Holding
Vice President Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Jasper Treasurer
Treasurer Salomon Inc
Seven World Trade Center
New York, New York 10048
Treasurer and Managing Director
Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(2) Chairman and Chief Executive
Director and Executive Officer
Vice President Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
David O. Maxwell Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Page 13 of 21 Pages
<PAGE>
William F. May(1) Chairman and Chief
Director Executive Officer
Statue of Liberty-Ellis
Island Foundation, Inc.
c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Robert H. Mundheim Executive Vice President and
Executive Vice President General Counsel
and General Counsel Salomon Inc
Seven World Trade Center
New York, New York 10048
Charles T. Munger Vice Chairman
Director Berkshire Hathaway Inc.
355 So. Grand Avenue
Los Angeles, California 90071
Shigeru Myojin(3) Vice Chairman
Director Salomon Brothers Inc
Victoria Plaza
111 Buckingham Palace Rd.
London, SW1W OSB, England
Louis A. Simpson(1) Director, President and
Director Chief Executive Officer,
Capital Operations
GEICO Corporation
One Geico Plaza
5260 Western Avenue
Washington, D.C. 20076-0001
Robert G. Zeller(1) Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Page 14 of 21 Pages
<PAGE>
Citizenship
Except as footnoted below, each of the individuals listed above
is a citizen of the United States.
(1) Member of the Executive Committee
(2) Citizen of Great Britain
(3) Citizen of Japan
Page 15 of 21 Pages
<PAGE>
ANNEX C
Part I
Set forth below are the purchases and sales of Common
Stock by SBI from July 7, 1996 through 4:00 p.m., Eastern
Daylight Time on September 9, 1996. ("P" means purchase, "S"
means sale, "N" means the New York Stock Exchange, and "O" means
over-the-counter market.)
Number of Price
Date P/S N/O Shares Per Share
---- --- --- --------- ---------
7/8/96 S O 396 47.50
7/17/96 S N 15,000 43.25
P N 15,000 43.25
S O 400 43.25
S O 400 43.25
7/18/96 S O 1,600 44.75
P O 2,400 44.4128
7/19/96 S N 200 44.625
S O 800 44.625
P O 200 44.625
7/22/96 S N 500 45.25
P O 800 45.145
S N 81 45.375
S N 81 45.5
7/23/96 P N 400 45.625
P N 100 45.375
7/25/96 P O 125 45.00
7/26/96 P O 2,100 44.8034
7/30/96 S N 300 44.875
S O 800 44.875
7/31/96 P O 100 47.00
S O 300 46.976
S N 100 47.00
S O 400 47.00
Page 16 of 21 Pages
<PAGE>
Number of Price
Date P/S N/O Shares Per Share
---- --- --- --------- ---------
S O 400 46.976
8/1/96 S O 70 49.375
8/2/96 P O 1,600 49.309
8/5/96 P O 7,920 49.7203
8/8/96 S O 1,600 49.0176
8/15/96 S O 500 49.875
8/22/96 S O 400 50.75
8/23/96 S O 800 50.125
8/26/96 S O 1,200 50.125
8/29/96 S O 800 52.375
S O 800 52.375
8/30/96 S O 1,600 52.25
S O 800 52.25
9/5/96 P N 500 48.875
S N 600 48.50
P N 10,600 49.25
P N 139,400 49.25
P N 174,500 48.50
P N 1,300 48.625
P N 2,500 48.75
P N 2,500 49.00
P N 1,200 48.625
P N 2,500 48.75
P N 2,500 49.00
P N 350,400 48.50
P N 500 48.875
S N 3,195 49.125
Page 17 of 21 Pages
<PAGE>
Part II
Set forth below are the purchases and sales of Common
Stock by SBIL from July 17, 1996 through 4:00 p.m., Eastern
Daylight Time on September 5, 1996. ("P" means purchase, "S"
means sale, "N" means the New York Stock Exchange, and "O" means
over-the-counter market.)
Number of Price
Date P/S N/O Shares Per Share
---- --- --- --------- ---------
7/8/96 S N 9,100 48.00
7/10/96 S N 18,000 48.25
7/16/96 P N 12,500 44.00
P N 19,700 43.875
P N 4,000 43.75
7/17/96 P N 40,000 43.875
P N 11,800 43.25
7/18/96 P N 7,600 44.00
P N 4,300 44.00
P N 48,400 43.875
7/19/96 P N 13,200 45.50
P N 1,000 45.375
P N 2,800 45.00
P N 3,000 45.125
7/22/96 P N 20,000 45.375
P N 10,000 45.50
P N 10,000 45.25
7/23/96 P N 10,000 45.625
P N 4,500 45.00
P N 18,900 45.50
7/25/96 P N 5,000 44.25
P N 12,900 45.125
P N 22,600 45.00
P N 4,500 44.875
P N 10,000 44.75
P N 10,000 44.50
7/26/96 P N 800 44.625
Page 18 of 21 Pages
<PAGE>
Number of Price
Date P/S N/O Shares Per Share
---- --- --- --------- ---------
P N 17,200 44.75
7/30/96 P N 1,300 4.875
P N 10,000 44.875
P N 2,700 44.75
P N 1,300 44.875
P N 8,700 45.00
P N 22,000 45.00
P N 1,100 45.25
P N 7,000 45.50
P O 25,000 45.50
P N 8,000 45.125
P N 300 45.375
P O 15,000 45.125
7/31/96 P N 97,700 45.50
8/1/96 P N 1,500 47.25
8/5/96 P N 31,000 50.00
P N 11,800 49.875
P N 3,200 49.75
P N 2,000 49.50
8/6/96 P N 20,000 49.50
P N 10,000 49.375
P N 4,000 49.25
8/7/96 P N 20,000 49.625
P N 61,000 49.50
P N 15,000 49.375
P N 8,000 49.125
P N 2,000 49.00
8/13/96 P N 50,000 49.25
P N 11,000 49.00
8/14/96 P N 15,000 49.125
P N 10,000 49.25
P N 8,000 49.375
8/15/96 P N 25,000 50.25
P N 13,800 50.00
Page 19 of 21 Pages
<PAGE>
Number of Price
Date P/S N/O Shares Per Share
---- --- --- --------- ---------
P N 36,700 49.875
P N 1,600 49.75
8/16/96 P N 30,700 50.25
P N 1,400 50.125
P N 30,900 50.00
8/19/96 P N 10,000 50.00
P N 20,000 50.125
P N 10,000 50.25
8/20/96 P N 20,000 50.875
P N 14,500 51.125
P N 30,000 50.75
P N 900 50.625
P N 2,200 50.50
P N 25,000 50.75
8/21/96 P N 2,600 51.00
P N 7,400 51.00
P N 10,000 51.125
8/22/96 P N 12,500 51.00
P N 6,900 50.75
8/23/96 P N 9,900 50.875
P N 5,500 50.50
P N 19,200 50.75
P N 1,600 50.625
8/26/96 P N 5,400 49.75
P N 6,000 49.875
P N 3,800 50.00
8/27/96 P N 17,900 51.75
P N 1,700 51.875
8/28/96 P N 2,500 52.25
P N 1,600 51.75
8/29/96 P N 30,400 52.25
P N 29,600 52.125
Page 20 of 21 Pages
<PAGE>
Number of Price
Date P/S N/O Shares Per Share
---- --- --- --------- ---------
8/30/96 P N 25,000 50.625
P N 5,000 50.50
P N 2,000 50.75
P N 9,500 50.875
P N 3,900 50.875
P N 500 51.625
P N 6,000 51.75
P N 1,000 52.00
P N 7,200 52.125
P N 10,000 50.25
P N 2,500 51.50
9/3/96 P N 5,000 49.25
P N 5,000 49.625
P N 5,000 49.125
P N 5,000 49.375
P N 5,000 49.50
9/4/96 P N 18,100 50.375
P N 25,000 50.50
P N 25,000 49.875
9/5/96 P N 25,000 49.25
P N 15,200 49.375
P N 57,100 49.50
P N 100,000 48.50
9/6/96 S O 1,381,300 49.0187
Part III
Set forth below are the purchases and sales of Common
Stock by SBUKE from July 17, 1996 through 4:00 p.m., Eastern
Daylight Time on September 5, 1996. ("P" means purchase, "S"
means sale, "N" means the New York Stock Exchange, and "O" means
over-the-counter market.)
Number of Price
Date P/S N/O Shares Per Share
---- --- --- --------- ---------
9/6/96 P O 1,381,300 49.0187
Page 21 of 21 Pages
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