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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. 25 )*
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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)
May 23,1996
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
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. 25 dated May 24, 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 has withdrawn his proposal to become the sole
shareholder of Salem. The proposed transaction was to be structured as 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, and proposed
that each holder of Salem Common Shares other than Mr. Posner would
receive $22.00 per share in cash. The withdrawal of Mr. Posner's proposal
is set forth in a letter dated May 23, 1996 from Victor Posner to Marco B.
Loffredo, Jr., Chairman of the Board of Salem.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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99.1. Letter dated May 23, 1996 from Victor Posner to Marco B.
Loffredo, Jr., Chairman of the Board of Salem Corporation.
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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: May 24, 1996
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Victor Posner
6917 Collins Avenue
Miami Beach, Florida 33141
May 23, 1996
Marco B. Loffredo,Jr.
Chairman of the Board
Salem Corporation
Box 2222
Pittsburgh, PA 15230
Dear Mr. Loffredo:
In view of your actions yesterday as reported in the Company's May 22,
1996 press release, you are advised that my offer to acquire complete equity
ownership of Salem for $22.00 per share is withdrawn.
In an effort to encourage Salem to provide a level playing field for all
potential bidders and to afford Salem the opportunity to have a real and
substantial bid without the further waste of money and time, I made my
unconditional offer as stated in my May 16th letter. When I read Salem's press
release of May 22, it became very obvious to me that the Board and management
have no desire to move forward, but are content and committed to continue the
same, wasteful course of conduct it has pursued so unsuccessfully over the last
18 months. To spend $100,000 of the shareholders' money in an attempt to
finance a so-called offer that equals an unconditional fully financed offer is
simply wasteful. Moreover, the press release states that you seek clarification
regarding certain aspects of my offer. It is difficult to believe the sincerity
of this statement in view of the fact my representatives were available both
before and during the meeting, as you had expressly been told, to answer your
questions.
You are also advised that I have instructed my counsel to investigate
other avenues, including the possibility of legal action against the Board. I,
as always, remain willing and able to bid on Salem, but only in an atmosphere of
fairness to all bidders and not one that is so obviously rigged and calculated
to do damage to the Company and its shareholders.
Very truly yours,
/s/ Victor Posner
Victor Posner
cc: Directors of Salem
Paul Titus
