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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. 26)*
SALEM CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.50 PER SHARE
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(Title of Class of Securities)
794099 10 1
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(CUSIP Number)
Glen E. Hess
Kirkland & Ellis
Citicorp Center
153 East 53rd Street
New York, NY 10022-4675
(212) 446-4800
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Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 5,1996
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(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(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing 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-a(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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 794099 10 1 13D Page __ of __ Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victor Posner - ###-##-####
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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*
PF, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
917,633 Common Shares
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
917,633 Common Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.2%
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER
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This Amendment No. 26 dated June 6, 1996 to Schedule 13D is filed by
Victor Posner, an individual, to restate to current information and
reflects information required pursuant to Rule 13d-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), relating to the shares of common stock, par value $.50
per share (the "Salem Common Shares"), of Salem Corporation, a
Pennsylvania corporation (the "Issuer" or "Salem"). This Amendment amends
Item 4 of Schedule 13D. Except as otherwise defined herein, all terms are
used herein as defined in said Rules and Regulations.
ITEM 4. PURPOSE OF TRANSACTION
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Victor Posner informed the Board of Directors of Salem (the "Board")
that he will not consider submitting a renewed proposal to become the sole
equity owner of Salem until such time as the Board (i) adopts a resolution
requesting Mr. Posner to resubmit his fully financed, unconditional
proposal, (ii) is prepared to treat such proposal (if one is submitted)
fairly and seriously and (iii) is prepared to respond to such proposal (if
one is submitted) within five days following Mr. Posner's submission
thereof.
Mr. Posner had previously proposed a merger between Salem and a
corporation to be formed by Mr. Posner, as described in certain letters
that were set forth as Exhibit 1 to Amendment No. 24 and Exhibit 3 to
Amendment No. 23 to Schedule 13D, pursuant to which each holder of Salem
Common Shares other than Mr. Posner would receive $22.00 per share in
cash. Mr. Posner withdrew his proposal in a letter dated May 23, 1996 to
Marco B. Loffredo, Jr., Chairman of the Board of Salem, which is set forth
as Exhibit 1 to Amendment No. 25 to Schedule 13D.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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1. Letter dated June 5, 1996 from Victor Posner to Marco B.
Loffredo, Jr., Chairman of the Board of Salem Corporation.
SIGNATURE
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After reasonable inquiry to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
/s/ Victor Posner
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VICTOR POSNER
Dated: June 6, 1996
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EXHIBIT 99.1
Victor Posner
6917 Collins Avenue
Miami Beach, Florida 33141
June 5, 1996
Salem Corporation
Attn: Marco B. Loffredo, Jr.
Box 2222
Pittsburgh, Pennsylvania 15230
Dear Mr. Loffredo:
I am in receipt of your letter dated May 30, 1996 wherein you purport to
"warmly" welcome my bid for Salem. I am afraid that your warmth turned me a bit
chilly and that the wasteful actions taken by the Salem Board in direct response
to my bid spoke much louder than your words. It is difficult for me to
understand what the Salem Board has been doing and I was forced by its actions
to withdraw from participating in the continuation of an almost two year old
"bid" process that is unfair to me and only serves to waste more of the
stockholders' assets.
It is clear that the clock keeps ticking and that Salem does not even
have one bid that is without conditions and is prepared to close. If you and the
Salem Board are sincerely interested in having me resubmit my fully financed,
unconditional offer, I suggest you send me a board authorized resolution to that
effect. However, Salem must be willing to treat any renewed bid (if I choose to
submit one) in a serious manner and must be prepared to respond within five
business days.
/s/ Victor Posner
Victor Posner
cc: Board of Directors
Paul Titus
