UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24 )*
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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 16,1996
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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).
<PAGE>
CUSIP No. 794099 10 1 13D Page of Pages
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NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
1
Victor Posner - ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF, 00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT[ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION)
6
United States
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SOLE VOTING POWER
7
NUMBER -0-
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OF SHARED VOTING POWER
SHARES 8
BENEFICI -0-
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ALLY SOLE DISPOSITIVE POWER
OWNED BY 9
EACH 917,633 Common Shares
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REPORTIN SHARED DISPOSITIVE POWER
G PERSON 10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
917,633 Common Shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
49.2%
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TYPE OF REPORTING PERSON
14
IN
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<PAGE>
Item 1. Security and Issuer
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This Amendment No. 24 dated May 16, 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"). Except as otherwise defined herein, all terms are used herein as
defined in said Rules and Regulations.
Item 2. Identity and Background
--------------------------------
This Schedule 13D is filed on behalf of Victor Posner, an individual. His
business address is 6917 Collins Avenue, Miami Beach, Florida 33141. His
present principal occupation or employment and the name, principal business and
address of any organization in which such employment is conducted are Chairman
of the Board and Chief Executive Officer of Security Management Corp.
Victor Posner is a citizen of the United States.
During the last five (5) years, Victor Posner has not been convicted in a
criminal proceeding.
During the last five (5) years, Victor Posner was not 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 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, except as described in Item 2 of Amendment No. 23 to this
Schedule 13D.
<PAGE>
Item 3. Sources and Amount of Funds or Other Consideration
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Victor Posner has proposed a transaction in which he would become the sole
shareholder of Salem and each shareholder of Salem other than Mr. Posner would
receive $22.00 per share in cash. The transaction as proposed would be
structured as a merger between Salem and a new corporation to be formed by Mr.
Posner and is described in two letters, the first dated April 3, 1996, from Mr.
Posner to Marco Loffredo (the "April 3 Letter"), filed as Exhibit 3 to Amendment
No. 23 to this Schedule 13D, and the second dated May 16, 1996 from Mr. Posner
to Mr. Loffredo (the "May 16 Letter" and together with the April 3 Letter, the
"Proposal Letters"). A copy of the May 16 letter is filed as Exhibit 1 to this
Amendment. The total amount of funds necessary to pay the merger consideration
to the Salem shareholders would be approximately $20,850,000. These funds would
be provided by Mr. Posner from his personal funds, including proceeds from the
possible sale of marketable securities or other assets owned by Mr. Posner.
Although Mr. Posner currently has available to him adequate cash and marketable
securities or other assets to provide all funds required for the transaction,
Mr. Posner may provide some or all of the funds from borrowings by him under
existing or new credit facilities.
Whether to borrow any required funds (and the extent of such borrowings, if
any) will depend on his analysis, prior to the time the proposed merger becomes
effective, of the financing alternatives available to him.
Item 4. Purpose of Transaction
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Victor Posner has proposed to become the sole shareholder of Salem in a
transaction structured as a merger between Salem and a corporation to be formed
<PAGE>
by Mr. Posner. In the transaction, each holder of Salem Common Shares other
than Mr. Posner would receive $22.00 per share in cash. The proposal is set
forth in the Proposal Letters.
Item 5. Interest in Securities of the Issuer
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During the 60-day period ending on the date of this Amendment, Victor
Posner did not effect any transactions in any Salem Common Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer
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As described in Item 2 of Amendment No. 23 to this Schedule 13D.
Item 7. Material To Be Filed as Exhibits
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1. Letter dated May 16, 1996 ("May 16 Letter") 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: May 16, 1996
Exhibit 1
VICTOR POSNER
6917 COLLINS AVENUE
MIAMI BEACH, FLORIDA 33141
May 16, 1996
Marco B. Loffredo, Jr.
Chairman of the Board
Salem Corporation
Box 2222
Pittsburgh, PA 15230
Dear Mr. Loffredo:
I am writing in furtherance of my letter to you dated April 3, 1996, in
which I set forth the terms of a transaction pursuant to which I would acquire
complete equity ownership of Salem. I continue to believe that the terms of my
offer as set forth in the April 3 letter are fair to and in the best interests
of Salem's shareholders. In light of the so-called proposal that Salem recently
received from a Salem management group led by Mr. Fornataro, that in my view has
no possibility of completion, and with the desire to allow Salem to avoid
incurring further unnecessary expenses and uncertainty pursuing what are in my
opinion illusory transactions, and to bring to a conclusion Salem's year-long
endeavor to find a purchaser of Salem, I am prepared to proceed with the
transaction I originally proposed subject to the following modifications: 1) the
per share merger consideration to be paid to each Salem shareholder other than
myself will be increased from $20.00 to $22.00 and 2) I am prepared to execute
the proposed Merger Agreement, which I delivered to you and your counsel on
April 3, 1996, without completing any further due diligence. Although I would
like to receive the due diligence information that I previously requested and,
in the event that my proposal is accepted by Salem, I am prepared to reimburse
Salem for all out of pocket expenses incurred in connection with providing that
information to me, the receipt and review of such information will not be a
condition to my execution of the proposed Merger Agreement. All other terms of
my proposal as described in the April 3 letter remain unchanged.
There can be no doubt that my modified offer is superior to the
transaction contemplated by management. My proposal has no due diligence or
financing contingency and can be completed as soon as Salem's stockholders
approve the transaction. The transaction contemplated by management is
contingent on financing and apparently requires Salem to risk its funds by
providing management with advances for the purpose of determining whether
financing can be obtained.
<PAGE>
I wish to point out that as a shareholder of Salem I have encouraged
Salem's efforts for eighteen months to identify another ready, willing and able
purchaser of Salem. Salem has been unable to do this. For the well being of
Salem and Salem's shareholders it is imperative to bring this process to a close
as soon as possible. I also believe that Salem should have the ability to
consider any more favorable proposal which it may receive and I do not seek to
foreclose such opportunities while we proceed to complete the transaction that I
propose. Indeed, my proposal does not contemplate either a "lock-up" or a
"no-shop" provision. The proposed Merger Agreement merely provides that if Salem
abandons my proposal, Salem must compensate me for my effort and expenses with a
modest $500,000 termination fee.
Furthermore, in order to advance my proposal, I am prepared to waive the
termination fee if the basis for the termination is Salem's desire to pursue
another proposal that will result in Salem's shareholders receiving cash
consideration of not less than $24 per Salem share and Salem closes the
alternative transaction within 120 days following termination of the Merger
Agreement.
Finally, if the Salem board desires, I am prepared to place $1 million in
escrow upon execution of the proposed Merger Agreement to demonstrate my
financial wherewithal to honor my commitments under the Merger Agreement,
however, I would request that the same be required of any other potential
bidder.
As before, I believe it is important that the entire Salem board promptly
consider my proposal. My representatives stand ready to finalize the terms of
the proposal. Therefore, my proposal will terminate thirty days from the date of
this letter unless a definitive Merger Agreement with respect to this proposal
has been executed and I reserve the right to withdraw the proposal at any time.
Please contact either me or Donald Glazer. I look forward to hearing from you.
Yours truly,
Victor Posner
cc: Directors of Salem
Paul Titus
