-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONkV5u2t89md9/0e8O2zq13V9PV60//8U85VNNWxGLLAcYv/CVKBp4yjrWvE+zW8 zmXZ1kUvcM0RmaDLc1jkNg== 0001013594-05-000269.txt : 20050628 0001013594-05-000269.hdr.sgml : 20050628 20050627180420 ACCESSION NUMBER: 0001013594-05-000269 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS FUND INC /DE/ CENTRAL INDEX KEY: 0000205545 IRS NUMBER: 135200790 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80682 FILM NUMBER: 05918509 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: C/O SALOMON BROS. ASSET MANAGEMENT INC. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 1-800-725-6666 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: C/O SALOMON BROS. ASSET MANAGEMENT INC. CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN CORP/NEW/ DATE OF NAME CHANGE: 19900916 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN CORP OF MARYLAND INC DATE OF NAME CHANGE: 19900916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: ELLIOTT ASSOCIATES LP STREET 2: 712 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 salomon13ga-062705.txt JUNE 27, 2005 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.1)* The Salomon Brothers Fund Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 795477108 (CUSIP Number) June 24, 2005 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 2,816,225 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 2,816,225 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,816,225 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.8% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,816,225 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,816,225 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,816,225 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.8% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International Capital Advisors Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,816,225 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,816,225 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,816,225 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.8% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed with respect to the shares of common stock, $1.00 par value (the "Common Stock") of The Salomon Brothers Fund Inc. (the "Issuer") beneficially owned by Elliott Associates, L.P. and its wholly-owned subsidiaries ("Elliott Associates"), Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("International Advisors" and collectively, the "Reporting Persons") as of June 27, 2005 and amends and supplements the Schedule 13G filed by the Reporting Persons on April 21, 2005 (as amended, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Elliott Associates beneficially owns 2,816,225 shares of Common Stock. Elliott International and International Advisors together beneficially own 2,816,225 shares of Common Stock. Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 5,632,450 shares of Common Stock. (b) Percent of class: Elliott Associates' beneficial ownership of 2,816,225 shares of Common Stock constitutes 2.8% of all of the outstanding shares of Common Stock. Elliott International and International Advisors' aggregate beneficial ownership of 2,816,225 shares of Common Stock constitutes 2.8% of all of the outstanding shares of Common Stock. Elliott Associates, Elliott International and International Advisors' aggregate beneficial ownership of 5,632,450 shares of Common Stock constitutes 5.7% of all the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Elliott Associates has sole power to vote or direct the vote of 2,816,225 shares of Common Stock. (ii) Shared power to vote or to direct the vote Elliott International and International Advisors together have shared power to vote or direct the vote of 2,816,225 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of Elliott Associates has sole power to dispose or direct the disposition of 2,816,225 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of Elliott International and International Advisors together have shared power to dispose or direct the disposition of 2,816,225 shares of Common Stock. Item 10. Certification. By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: June 27, 2005 ELLIOTT ASSOCIATES, L.P. By: Elliott Capital Advisors, L.P., as General Partner By: Braxton Associates, Inc., as General Partner By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors Inc., as Attorney-in-Fact By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President -----END PRIVACY-ENHANCED MESSAGE-----