<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )*
____________________
Signet Group plc
(Name of Issuer)
American Depositary Shares representing
Ordinary Shares of 0.5 p each
(Title of Class of Securities)
82668L8720
(CUSIP Number)
Stephanie B. Mudick
Deputy General Counsel
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)
June 29, 1998
(Date of event which 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(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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 purposes 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>
- --------------------- --------------------
CUSIP NO. 82668L8720 PAGE 2 OF 18 PAGES
- --------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Travelers Group Inc., 52-1568099
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 134,807,767
BENEFICIALLY -------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER 0
EACH
REPORTING -------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 134,807,767
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 134,807,767
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC
- --------------------------------------------------------------------------------
<PAGE>
- --------------------- --------------------
CUSIP NO. 82668L8720 PAGE 3 OF 18 PAGES
- --------------------- --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Brothers U.K. Equity Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION England
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 133,103,370
BENEFICIALLY -------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER 0
EACH
REPORTING -------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 133,103,370
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 133,103,370
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO
- --------------------------------------------------------------------------------
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement on Schedule 13D is being filed with respect to the
Ordinary Shares of 0.5 p each (the "Ordinary Shares") of Signet Group plc, a
public limited company incorporated in England (the "Issuer"), which has its
principal executive office at Zenith House, The Hyde, Colindale, London NW9 6EW,
England.
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f) This Statement on Schedule 13D is being filed
by Salomon Brothers U.K. Equity Limited, a limited company incorporated in
England ("SBUKE"), and Travelers Group Inc., a Delaware corporation ("TRV").
All of the Ordinary Shares reported herein are directly beneficially owned by
SBUKE or by other subsidiaries of TRV. SBUKE is a wholly owned subsidiary of
Salomon Brothers Europe Limited, which is a 75% owned subsidiary of Salomon
International Limited and a 25% owned subsidiary of Salomon (International)
Finance AG. Each of Salomon International Limited and Salomon (International)
Finance AG is a wholly owned subsidiary of Salomon Brothers Holding Company Inc,
a Delaware corporation ("SBHC"), which is a wholly owned subsidiary of Salomon
Smith Barney Holdings Inc. (formerly Salomon Inc), a Delaware corporation
("SSBH"). The principal executive offices of SBUKE are located, and the
principal business in conducted, at Victoria Plaza, 111 Buckingham Palace Road,
London, England SW1W 0SB. The principal executive offices of TRV are located,
and the principal business is conducted, at 388 Greenwich Street, New York, New
York 10013.
The principal business of SBUKE is acting as a U.K. equity market
maker. The principal business of SBHC is the ownership of all the
outstanding shares of common stock of Salomon Brothers Inc ("SBI"), a
registered broker-dealer. TRV is a diversified financial services company
engaged, through its subsidiaries, in investment and asset management
services, consumer finance services and life and property-casualty insurance
services.
The names, citizenship, business addresses and principal occupations
or employments of each of the executive officers and directors of TRV and SBUKE
are set forth in Annexes A and B, which is incorporated herein by reference.
(d) and (e) On May 20, 1992, SBI and SSBH (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 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 for 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"), Sections 10(b), 15(c)(1) and 17(a) of the Securities
PAGE 4 OF 18 PAGES
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Exchange Act of 1934 (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 U.S. Treasury
auctions 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.
On July 17, 1996, the Department of Justice filed a civil complaint in
the Southern District of New York alleging that SBI, Smith Barney Inc. and 22
other broker/dealers, as well as unnamed co-conspirators, violated section 1 of
the Sherman Act in conjunction with the trading of Nasdaq securities. A
proposed settlement with all 24 defendants was filed concurrently. The proposed
settlement did not contain any admission of liability; it also did not include
any fine, penalty or injunction. Under the proposed settlement, the defendants
agreed, among other things, to institute specified antitrust compliance
procedures on their over-the-counter desks, with the court retaining
jurisdiction for enforcement of the settlement agreement, including punishment
by contempt. In April 1997, the U.S. District Court for the Southern District
of New York approved the settlement. In May 1997, the plaintiffs in a related
civil class action challenged certain provisions of the settlement.
On August 26, 1996, the SEC simultaneously instituted a
cease-and-desist proceeding pursuant to Section 21C of the 1934 Act against SSBH
and accepted SSBH's Offer of Settlement. SSBH, by its Offer of Settlement,
consented to the imposition of a cease-and-desist order and the entry of the
findings therein without admitting or denying such findings. The SEC found that
SSBH had violated Section 13(b)(2) of the 1934 Act. Specifically, the SEC
determined that SSBH had failed to perform thorough and timely reconciliations
of its balance sheet accounts to supporting documentation, and thus failed to
identify on a timely basis
PAGE 5 OF 18 PAGES
<PAGE>
erroneous entries made by its staff. Moreover, SSBH had failed to ensure that
correction procedures were properly implemented in London, in part by failing to
train adequately its staff to use a new automated system. These failures
resulted in the overstatement of assets and income on the books, records, and
accounts of SSBH and its subsidiaries. In determining to accept SSBH's Offer of
Settlement, the SEC considered remedial acts promptly undertaken by SSBH and
cooperation afforded the SEC staff.
Except as set forth or incorporated by reference herein, during the
last five years, none of TRV, SSBH, SBHC, Salomon Brothers Europe Limited,
Salomon International Limited, Salomon (International) Finance AG or SBUKE or,
to the best knowledge of TRV, any of the persons listed in Annexes A or B
hereto, 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 any material 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 source of funds for the purchases of the Ordinary Shares and ADSs
(as defined in Item 5 herein) was working capital of SBUKE and the other TRV
subsidiaries which purchased the subject securities. The aggregate purchase
prices of Ordinary Shares and ADSs are shown on Annex C hereto, which is
incorporated herein by reference.
Item 4. PURPOSE OF TRANSACTION.
The Ordinary Shares and ADSs reported herein as directly beneficially
owned by SBUKE were purchased as part of a risk arbitrage strategy. The
remainder of the ADSs reported herein were purchased, independently, by other
TRV subsidiaries for investment purposes or for accounts managed by such
subsidiaries.
SBUKE and other subsidiaries of TRV review their respective holdings
of Issuer securities on a continuing basis. Depending on such evaluations of
the Issuer's business and prospects, and upon future developments (including,
but not limited to, market prices of the Ordinary Shares and ADSs and
availability and alternative uses of funds, as well as conditions in the
securities markets and general economic and industry conditions), SBUKE and each
other subsidiary may acquire other securities of the Issuer or sell all or a
portion of its Ordinary Shares or ADSs or other securities of the Issuer, now
owned or hereafter acquired. Except as otherwise described herein, none of the
reporting persons has any plans or proposals relating to or which would result
in any of the transactions described in Items 4 (a)-(j) of Schedule 13D.
PAGE 6 OF 18 PAGES
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) By reason of their relationship, TRV, SSBH, SBHC,
Salomon Brothers Europe Limited, Salomon International Limited and Salomon
(International) Finance AG may be deemed to share voting and dispositive power
with respect to Ordinary Shares and American Depositary Shares ("ADSs") of the
Issuer directly beneficially owned by SBUKE and may be deemed to have an
indirect beneficial ownership in such shares. Similarly, by reason of their
relationship, TRV may be deemed to share voting and dispositive power with
respect to ADSs directly beneficially owned by its other subsidiaries and may be
deemed to have an indirect beneficial interest in such shares.
As of July 9, 1998, SBUKE (and SSBH, SBHC, Salomon Brothers Europe
Limited, Salomon International Limited and Salomon (International) Finance AG)
may be deemed to beneficially own 133,103,370 Ordinary Shares, which includes
2,919,000 Ordinary Shares represented by 97,300 ADSs. 133,103,370 Ordinary
Shares represents 7.9% of the outstanding Ordinary Shares (based on
1,674,641,586 Ordinary Shares outstanding, as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended August 2, 1997). TRV may be deemed to
beneficially own 134,807,767 Ordinary Shares, which includes 4,623,390 Ordinary
Shares represented by 154,113 ADSs. 134,807,767 Ordinary Shares represents 8.0%
of the outstanding Ordinary Shares.
Except as set forth or incorporated by reference herein, none of TRV,
SBUKE, SSBH, SBHC, Salomon Brothers Europe Limited, Salomon International
Limited or Salomon (International) Finance AG or, to the best knowledge of TRV,
the persons listed in Annexes A or B hereto beneficially owned any Ordinary
Shares or ADSs as of July 9, 1998.
(c) The dates, number of shares and prices per share for all
purchases and sales of Ordinary Shares and ADSs by SBUKE and other subsidiaries
of TRV from May 1, 1998 through July 9, 1998 are shown on Annex C hereto, which
is incorporated herein by reference. All such purchases and sales of Ordinary
Shares were effected on the London Stock Exchange and all such purchases and
sales of ADSs were effected in the over-the-counter market.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None of TRV, SBUKE, SSBH, SBHC, Salomon Brothers Europe Limited,
Salomon International Limited or Salomon (International) Finance AG or, to the
best knowledge of TRV, the persons listed in Annexes A or B hereto, has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
PAGE 7 OF 18 PAGES
<PAGE>
ANNEXES
A. Executive Officers and Directors of Travelers Group Inc.
B. Executive Officers and Directors of Salomon Brothers U.K. Equity Limited.
C. Description of Purchases and Sales of Ordinary Shares and ADSs by SBUKE and
other subsidiaries of TRV from May 1 through July 9, 1998.
D. Agreement among SBUKE and TRV as to joint filing of Schedule 13D.
PAGE 8 OF 18 PAGES
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 10, 1998
TRAVELERS GROUP INC.
By:
------------------------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON BROTHERS U.K. EQUITY LIMITED
By:
------------------------------------
Name: Lisa Dumas
Title: Assistant Company Secretary
PAGE 9 OF 18 PAGES
<PAGE>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
TRAVELERS GROUP INC.
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- --------------------------- -----------------------------------------
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
881 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
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
James Dimon President & Chief Operating Officer
Director & Executive Officer Travelers Group Inc.
(USA) 388 Greenwich Street
New York, New York 10013
PAGE 10 OF 18 PAGES
<PAGE>
Leslie B. Disharoon Former Chairman, President & Chief Executive
Officer
Director (USA) 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
2904 Benton Place, NW
Washington, DC 20008
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
Deryck C. Maughan Vice Chairman
Director (Great Britain) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
Dudley C. Mecum Managing Director
Director (USA) Capricorn Management
30 East Elm Street
Greenwich, Connecticut 06830
PAGE 11 OF 18 PAGES
<PAGE>
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
Linda J. Wachner Chairman, President & Chief Executive Officer
Director (USA) 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
PAGE 12 OF 18 PAGES
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Charles J. Clarke Chairman & Chief Executive Officer -
Commercial Lines
Executive Officer (USA) 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
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 & Chief Financial
Officer
Executive Officer (USA) Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
PAGE 13 OF 18 PAGES
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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 &
Secretary
Executive Officer (USA) 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
Robert B. Willumstad Chairman & Chief Executive Officer
Executive Officer (USA) Commercial Credit Company
300 St. Paul Place
Baltimore, Maryland 21202
PAGE 14 OF 18 PAGES
<PAGE>
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS U.K. EQUITY LIMITED
NAME, TITLE AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- --------------------------- -----------------------------------------
Peter Middleton Managing Director
Director (Great Britain) Salomon Brothers International Limited
Victoria Plaza
111 Buckingham Palace Road
London, England SW1W 0SB
Gordon Lawson Managing Director
Director (Great Britain) Salomon Brothers International Limited
Victoria Plaza
111 Buckingham Palace Road
London, England SW1W 0SB
PAGE 15 OF 18 PAGES
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ANNEX C
Set forth below are the purchases and sales of Ordinary Shares by
SBUKE from May 1, 1998 through July 9, 1998.
<TABLE>
<CAPTION>
Number of Number of Price Per
Ordinary Shares Ordinary Shares Ordinary Shares
Trade Date Purchased Sold (in GBP)
------------------------------------------------------------------------------
<S> <C> <C> <C>
5/07/98 1,000,000 0.45908
5/19/98 345,300 0.4564
5/19/98 95,300 0.455
5/19/98 100,000 0.45625
5/19/98 150,000 0.4575
5/22/98 500,000 0.46656
6/05/98 250,000 0.49098
6/08/98 1,000,000 0.50821
6/08/98 3,500,000 0.50898
6/09/98 263,200 0.51
6/09/98 95,200 0.51
6/09/98 46,300 0.51
6/09/98 1,500,000 0.50856
6/09/98 104,700 0.51
6/09/98 100,000 0.51
6/09/98 100,000 0.51
6/09/98 100,000 0.51
6/12/98 500,000 0.49349
6/18/98 1,000,000 0.45748
7/03/98 635,800 0.4444
7/06/98 560,800 0.445
7/06/98 75,000 0.44
7/08/98 250,000 0.4491
</TABLE>
PAGE 16 OF 18 PAGES
<PAGE>
Set forth below are the purchases and sales of ADSs by subsidiaries of
TRV other than SBUKE from May 1, 1998 through July 9, 1998.
<TABLE>
<CAPTION>
Number Number of Price Per ADS
Trade Date ADSs Purchased ADSs Sold (in US$)
------------------------------------------------------------------------------
<S> <C> <C> <C>
5/29/98 25,000 23.125
5/29/98 25,000 23.0625
6/15/98 5,000 22.75
6/16/98 15,000 23
6/16/98 5,000 23.125
6/26/98 25,000 21
6/29/98 25,000 21.125
6/30/98 1,000 21.4375
7/02/98 2,500 21.5
7/06/98 2,000 21.5
7/06/98 2,000 21.5
7/07/98 4,000 21.625
7/08/98 5,000 22
7/08/98 5,000 22
</TABLE>
PAGE 17 OF 18 PAGES
<PAGE>
ANNEX D
-------
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
--------------------------------------------
Each of the undersigned hereby affirms that it is individually eligible to use
Schedule 13D, and agrees that this Schedule 13G is filed on its behalf.
Date: July 10, 1998
TRAVELERS GROUP INC.
By: /s/ Stephanie B. Mudick
------------------------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
SALOMON BROTHERS U.K. EQUITY LIMITED
By: /s/ Royce Miller
------------------------------------
Name: Royce Miller
Title: Assistant Company Secretary
