-----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, Q9LJGKxPKZD3Fja3n/rXbpM8xs53ZnqNUZdDmqGkg4HCnKmglqNJ/tD4BwVLZ2fu wM7y7/g50B/CSXFEy6Xstg== 0000950123-96-004977.txt : 19960913 0000950123-96-004977.hdr.sgml : 19960913 ACCESSION NUMBER: 0000950123-96-004977 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960912 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON INC CENTRAL INDEX KEY: 0000200245 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 221660266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11881 FILM NUMBER: 96629378 BUSINESS ADDRESS: STREET 1: SEVEN WORLD TRADE CNTR STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2127837000 MAIL ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: PHIBRO CORP DATE OF NAME CHANGE: 19820526 FORMER COMPANY: FORMER CONFORMED NAME: ENGELHARD MINERALS & CHEMICALS CORP DATE OF NAME CHANGE: 19811104 S-3 1 FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ SALOMON INC (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 22-1660266 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
SEVEN WORLD TRADE CENTER NEW YORK, NEW YORK 10048 (212) 783-7000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ ARNOLD S. OLSHIN, ESQ., SECRETARY SALOMON INC SEVEN WORLD TRADE CENTER NEW YORK, NEW YORK 10048 (212) 783-7000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: JOHN W. WHITE, ESQ. ALAN L. BELLER, ESQ. CRAVATH, SWAINE & MOORE CLEARY, GOTTLIEB, STEEN & HAMILTON 825 EIGHTH AVENUE ONE LIBERTY PLAZA NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10006
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: At such time (from time to time) after the effective date of this Registration Statement as agreed upon by Berkshire Hathaway Inc. ("Berkshire") and the Underwriters in light of market conditions. ------------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / / - --------------- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / - --------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ - ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share................................. (1) (1)(2) $400,000,000(2) $137,931.03(2) - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
(1) This registration statement relates to an indeterminate number of shares of Common Stock of Salomon Inc (the "Common Stock") that may be deliverable by Berkshire upon exchange of exchangeable debt securities having an aggregate public offering price of up to $400,000,000 (the "Berkshire Exchangeable Debt Securities") that may be offered by Berkshire under a separate registration statement or registration statements of Berkshire, plus an indeterminate number of shares, if any, that may be deliverable upon the occurrence of certain events to be described in the anti-dilution provisions of any Berkshire Exchangeable Debt Securities. (2) Because the Common Stock being registered hereunder is deliverable only upon exchange of the Berkshire Exchangeable Debt Securities, the registration fee has been calculated pursuant to Rule 457 based on the proposed maximum aggregate offering price of the Berkshire Exchangeable Debt Securities. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. Subject to Completion September 12, 1996 PROSPECTUS SALOMON INC COMMON STOCK (PAR VALUE $1.00 PER SHARE) This Prospectus relates to an indeterminate number of shares (the "Shares") of Common Stock, par value $1.00 per share (the "Common Stock"), of Salomon Inc (the "Company"), that may be deliverable by Berkshire Hathaway Inc. ("Berkshire") upon exchange of exchangeable debt securities having an aggregate public offering price of up to $400,000,000 (the "Berkshire Exchangeable Debt Securities") that may be offered by Berkshire. The Common Stock deliverable by Berkshire upon exchange of the Berkshire Exchangeable Debt Securities may include shares of Common Stock currently owned by Berkshire or its affiliates and/or shares of Common Stock hereafter acquired by Berkshire or its affiliates upon conversion of shares of the Company's 9.00% Series A Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"), through open market purchases, or otherwise. See "Ownership of Company Securities by Berkshire". The Company will not receive any of the net proceeds from the sale of the Berkshire Exchangeable Debt Securities or delivery thereunder of the Shares covered hereby. The specific terms of the Berkshire Exchangeable Debt Securities will be set forth in one or more prospectuses of Berkshire (the "Berkshire Prospectus"), to which this Prospectus, together with a Prospectus Supplement, will constitute Appendix A. This Prospectus may not be used unless accompanied by a Prospectus Supplement. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Berkshire Exchangeable Debt Securities may be sold (i) through underwriting syndicates represented by one or more managing underwriters or through one or more underwriters; (ii) through agents designated from time to time; or (iii) directly to institutional purchasers. Any such managing underwriters or underwriters will include Salomon Brothers Inc. The names of any underwriters or agents involved in the sale of the Berkshire Exchangeable Debt Securities and any applicable commissions or discounts will be set forth in the Berkshire Prospectus. The Common Stock is traded on the New York Stock Exchange under the symbol "SB". The date of this Prospectus is , 1996. 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at Seven World Trade Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, or through the World Wide Web (http://www.sec.gov). In addition, reports, proxy statements and other information concerning the Company may be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006. The Company has filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Company Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Shares offered hereby. This Prospectus does not contain all the information set forth in the Company Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Company Registration Statement and to the exhibits thereto. Statements contained herein concerning the provisions of certain documents are not necessarily complete, and in each instance, reference is made to the copy of such document filed as an exhibit to the Company Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed by the Company with the Commission pursuant to Section 13 of the Exchange Act (File No. 1-4346), are incorporated herein by reference: (i) the Annual Report on Form 10-K for the year ended December 31, 1995 (the "1995 10-K"); (ii) the Quarterly Reports on Form 10-Q for the periods ended March 31, 1996 and June 30, 1996; and (iii) the Current Reports on Form 8-K dated January 23, 1996, February 1, 1996, February 12, 1996, April 23, 1996, April 29, 1996, May 30, 1996, June 5, 1996, June 26, 1996, June 28, 1996 and July 23, 1996. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares shall be deemed to be incorporated by reference in this Prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 2 4 THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE, EXCEPT THE EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE CORPORATE SECRETARY, SALOMON INC, SEVEN WORLD TRADE CENTER, NEW YORK, NEW YORK 10048. TELEPHONE REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE CORPORATE SECRETARY AT (212) 783-7000. ------------------ SALOMON INC Salomon Inc conducts global investment banking, global securities and commodities trading, and U.S. oil refining and gathering activities. Investment banking activities are conducted by Salomon Brothers Holding Company Inc and its subsidiaries ("Salomon Brothers"), including Salomon Brothers Inc. Salomon Brothers provides capital raising, advisory, trading and risk management services to its customers, and executes proprietary trading strategies on its own behalf. Salomon Inc's commodities trading activities are conducted by the Company's wholly-owned subsidiary, Phibro Inc., and its subsidiaries. Oil refining and gathering activities are conducted by Basis Petroleum, Inc. At July 31, 1996, the Company employed 8,663 people. The Company's principal executive offices are located at Seven World Trade Center, New York, New York 10048 (telephone (212) 783-7000). Its registered office in Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. OWNERSHIP OF COMPANY SECURITIES BY BERKSHIRE As of September 12, 1996, Berkshire beneficially owned 21,370,442 shares of Common Stock, representing approximately 18% of the outstanding voting power of the Company. Such beneficial ownership consists of (i) 6,633,600 shares of Common Stock held by affiliates of Berkshire and (ii) 560,000 shares of Convertible Preferred Stock held by affiliates of Berkshire, which shares are convertible, at the option of the holder, into 14,736,842 shares of Common Stock at the current conversion rate. In October 1987, pursuant to a Purchase Agreement dated September 27, 1987, between the Company and Berkshire (the "Purchase Agreement"), the Company issued to certain affiliates of Berkshire an aggregate of 700,000 shares of Convertible Preferred Stock. In the Purchase Agreement, Berkshire (which for purposes of the Purchase Agreement includes the affiliates of Berkshire) agreed that (i) Berkshire will not sell any Company securities owned by it to a third party without first giving the Company or its designee a reasonable opportunity to purchase such securities at the same price and on the same terms and conditions proposed with respect to an anticipated sale by Berkshire to a third party, and (ii) if the Company does not exercise its right of first refusal and buy Company securities which Berkshire proposes to sell, Berkshire will not knowingly sell to any one entity or group acting in concert Company securities giving such entity or group securities which amount in the aggregate to over 5% of the Company voting stock outstanding at the time of the sale. In the Purchase Agreement, the Company agreed to use its best efforts to nominate and elect Warren E. Buffett and Charles T. Munger, or two other Berkshire representatives reasonably acceptable to the Company, to the Company's Board of Directors, so long as Berkshire owns at least 5% of the Company's outstanding voting securities. On October 31, 1995, pursuant to the terms of the Certificate of Designation of the Convertible Preferred Stock, the Company redeemed 140,000 shares of Convertible Preferred Stock for an aggregate redemption price of $140,000,000. If the shares called for redemption are not previously converted, one fourth of the remaining 560,000 shares of Convertible Preferred Stock are to be redeemed annually on each October 31 of 1996 through 1999 at $1,000 per share plus any accrued 3 5 but unpaid dividends. No cash dividends may be paid on the Common Stock, nor may the Company repurchase any of its Common Stock, if dividends or required redemptions of the Convertible Preferred Stock are in arrears. Berkshire has advised the Company that, absent unusual market developments not presently foreseen by it, Berkshire intends to convert, prior to October 31, 1996, the 140,000 shares of Convertible Preferred Stock that would otherwise be redeemed by the Company on such date. Berkshire has also advised the Company that it is considering engaging in a transaction at some future date that may over time result in a reduction in Berkshire's shareholding in the Company. In this connection, Berkshire has advised the Company that it is considering whether to sell Berkshire Exchangeable Debt Securities, and has asked the Company, pursuant to the Company's obligations under the Purchase Agreement, to file the Company Registration Statement registering the Shares covered hereby. Pursuant to the Purchase Agreement, the Company will pay certain expenses arising in connection with such registration. Berkshire has also advised the Company that, depending upon its evaluation of market conditions and investment alternatives, Berkshire may effect other types of transactions that could result in a disposition of a portion of its shares of Common Stock, or may determine not to effect any such transaction. Berkshire expects to remain a large shareholder of the Company even if, over time, it disposes of a portion of its shares of Common Stock. In that connection, Berkshire has advised the Company that Mr. Buffett, Berkshire's Chairman and Chief Executive Officer, and Mr. Munger, its Vice Chairman, expect to remain on the Company's Board of Directors, with Mr. Buffett continuing to serve as Chairman of the Executive Committee. In addition, Louis A. Simpson, President and Chief Executive Officer--Capital Operations of GEICO Corporation, a wholly owned subsidiary of Berkshire, would expect to remain a director of the Company and to continue serving as Chairman of the Audit Committee. Each Prospectus Supplement will set forth the number of shares of Common Stock that would be beneficially owned by Berkshire assuming that Berkshire were to deliver the maximum number of Shares deliverable upon exchange of the Berkshire Exchangeable Debt Securities offered thereby at the exchange rate applicable thereto. DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of the Company is subject to the detailed provisions of the Company's Certificate of Incorporation and bylaws as currently in effect (the "Bylaws"). This description does not purport to be complete or to give full effect to the terms of the provisions of statutory or common law and is subject to, and qualified in its entirety by reference to, the Certificate of Incorporation and the Bylaws, each of which has been incorporated by reference as an exhibit to the Company Registration Statement of which this Prospectus is a part. COMMON STOCK As of the date of this Prospectus, the Company's Certificate of Incorporation authorizes the issuance of 250,000,000 shares of Common Stock. As of September 6, 1996, 105,343,072 shares of Common Stock were outstanding. Subject to the rights of the holders of any outstanding shares of preferred stock, holders of Common Stock are entitled to receive such dividends, in cash, securities, or property, as may from time to time be declared by the Board of Directors. Subject to the provisions of the Bylaws with respect to the closing of the transfer books and the fixing of a record date, holders of shares of Common Stock are entitled to one vote per share of Common Stock held on all matters requiring a vote of the holders of Common Stock. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, after payment shall have been made to the holders of preferred stock of the full amount to which they shall be entitled, the holders of Common Stock shall 4 6 be entitled to share ratably, according to the number of shares held by them, in all remaining assets of the Company available for distribution. Shares of Common Stock are not redeemable and have no subscription, conversion or preemptive rights. The outstanding shares of Common Stock are listed on the New York Stock Exchange and trade under the symbol "SB". The transfer agent and registrar for the Common Stock is First Chicago Trust Company of New York. PREFERRED STOCK The Company is authorized by its Certificate of Incorporation to issue 5,000,000 shares of preferred stock, without par value, which may be issued from time to time in one or more series and, subject to the provisions of the Certificate of Incorporation applicable to all series of preferred stock, shall have such designations, voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue thereof adopted by the Company's Board of Directors or a duly authorized committee thereof. As of the date of this Prospectus, the Company has outstanding (i) 400,000 shares of 8.08% Cumulative Preferred Stock, Series D, (ii) 500,000 shares of 8.40% Cumulative Preferred Stock, Series E, and (iii) 560,000 shares of Convertible Preferred Stock. See "Ownership of Company Securities by Berkshire". Each outstanding series of preferred stock ranks on parity as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up. There are also currently authorized and reserved for issuance 690,000 shares of 9.50% Cumulative Preferred Stock, Series F (the "Series F Preferred Stock"), which shares are issuable pursuant to purchase contracts of the Company, each of which requires the purchase on June 30, 2021 (or earlier if accelerated by the Company) of a depositary share representing one-twentieth of a share of Series F Preferred Stock. These purchase contracts were issued in connection with the offering by SI Financing Trust I of 13,800,000 9 1/2% Trust Preferred Stock(SM) (TRUPS(SM)) Units, each consisting of a 9 1/4% Preferred Security fully and unconditionally guaranteed by the Company and one purchase contract. There are currently reserved for issuance up to 2,500,000 shares of Series B Junior Participating Preferred Stock of the Company, which shares are issuable upon the exercise of certain preferred share purchase rights (collectively, the "Rights"). The Rights will become exercisable only if a person or group (other than Berkshire and its affiliates) acquires or (unless exercisability is delayed by the Company's Board of Directors) announces an offer to acquire 20% or more (which percentage may be reduced to not less than 10% by the Company's Board of Directors prior to the time the Rights become exercisable) of the outstanding shares of Common Stock. Shares of Series B Junior Participating Preferred Stock issued upon the exercise of the Rights will rank junior to all shares of any other class of the Company's preferred stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up. PLAN OF DISTRIBUTION The Shares covered hereby will be deliverable only upon exchange of the Berkshire Exchangeable Debt Securities, and may include shares of Common Stock currently owned by Berkshire or its affiliates and/or shares of Common Stock hereafter acquired by Berkshire or its affiliates upon conversion of shares of Convertible Preferred Stock, through open market purchases, or otherwise. See "Ownership of Company Securities by Berkshire". Berkshire may sell the Berkshire Exchangeable Debt Securities in any of three ways: (i) through underwriting syndicates represented by one or more managing underwriters or through one or more underwriters; (ii) through agents designated from time to time; or (iii) directly to institutional purchasers. The Berkshire Prospectus will set forth the terms of the offering of the 5 7 Berkshire Exchangeable Debt Securities, including the name or names of any underwriters or agents, the purchase price of such Berkshire Exchangeable Debt Securities and the proceeds to Berkshire from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers, and any securities exchanges on which such Berkshire Exchangeable Debt Securities may be listed. Salomon Brothers Inc is a wholly owned subsidiary of the Company. Berkshire owns Common Stock and Convertible Preferred Stock representing approximately 18% of the outstanding voting power of the Company. Warren E. Buffett, Berkshire's Chairman and Chief Executive Officer, Charles T. Munger, Berkshire's Vice Chairman, and Louis A. Simpson, President and Chief Executive Officer--Capital Operations of GEICO Corporation, a wholly owned subsidiary of Berkshire, are directors of the Company. Because of such ownership and other relationships between Salomon Brothers Inc and Berkshire, Berkshire may be deemed to be an affiliate of Salomon Brothers Inc. Accordingly, any offering of the Shares covered hereby will be made pursuant to the provisions of Rule 2720 of the Conduct Rules of the National Association of Securities Dealers, Inc. EXPERTS The financial statements and related schedules included in the 1995 10-K have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference in this Prospectus in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. LEGAL OPINIONS Certain legal matters will be passed upon for the Company by Cravath, Swaine & Moore, New York, New York, and for any agents or underwriters of the Berkshire Exchangeable Debt Securities by Cleary, Gottlieb, Steen & Hamilton, New York, New York. 6 8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Commission Registration Fee.............................................. $137,931+ NASD Fee................................................................. 30,500 Blue Sky Fees and Expenses............................................... * Printing and Engraving Fees.............................................. * Transfer Agent and Registrar Fees and Expenses........................... * Accounting Fees.......................................................... * Legal Fees and Expenses.................................................. * Miscellaneous............................................................ * -------- Total.......................................................... $ * ========
- --------------- + Because the Common Stock being registered hereunder is deliverable only upon exchange of the Berkshire Exchangeable Debt Securities, the registration fee has been calculated pursuant to Rule 457 based on the proposed maximum aggregate offering price of the Berkshire Exchangeable Debt Securities. * To be filed by amendment. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Reference is made to Section 145 of the Delaware General Corporation Law which provides for indemnification of directors and officers in certain circumstances. Article Fourteenth of the registrant's Certificate of Incorporation provides for indemnification of directors and officers of the registrant against certain liabilities incurred as a result of their duties as such and Article Sixteenth of the registrant's Certificate of Incorporation provides for the elimination of the monetary liability of directors for certain actions as such. The registrant's Certificate of Incorporation, as amended, is filed as Exhibit 4(a) to the Registration Statement on Form S-3 (No. 2-84733) filed June 29, 1983, Exhibit 3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 1986, Exhibit 3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 1987, Exhibit 4 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1987, Exhibit A to Exhibit 1 to Registration Statement on Form 8-A filed February 11, 1988, Exhibit 3 to Current Report on Form 8-K dated June 13, 1991, Exhibit 4(a) to Current Report on Form 8-K dated February 22, 1993, and Exhibit 4(a) to Current Report on Form 8-K dated February 12, 1996. The registrant maintains insurance policies covering liabilities of directors and officers to the extent not covered by indemnification from the registrant, subject to the conditions and exclusions of the policies, deductible provisions, a maximum amount of coverage of $35 million and disputes with insurers about availability of coverage. For the undertaking with respect to indemnification, see Item 17 herein. II-1 9 ITEM 16. EXHIBITS. 4(a) -- Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibits 3 to Quarterly Reports on Form 10-Q for the quarters ended June 30, 1987 and June 30, 1986, Exhibit 4(a) to Registration Statement Number 2-84733 on Form S-3 filed June 30, 1983, Exhibit 4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1987, Exhibit A to Exhibit 1 to Registration Statement on Form 8-A filed February 11, 1988, Exhibit 3 to Current Report on Form 8-K dated June 13, 1991, Exhibit 4(a) to Current Report on Form 8-K dated February 22, 1993, Exhibit 4(a) to Current Report on Form 8-K dated February 12, 1996, and Exhibit 7(a) to Current Report on Form 8-K dated June 28, 1996). 4(b) -- Bylaws of the Company, as amended (incorporated by reference to Exhibit 3(b) to the Annual Report on Form 10-K for the year ended December 31, 1994). 4(c) -- Form of Certificate of Common Stock, par value $1.00 per share, of the Company (incorporated by reference to Exhibit 4(c) to Registration Statement No. 2-84733). 5* -- Opinion of Cravath, Swaine & Moore. 23(a) -- Consent of Arthur Andersen LLP. 23(b)* -- Consent of Cravath, Swaine & Moore (included in Exhibit 5). 24 -- Powers of Attorney.
- --------------- * To be filed by amendment. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the undertakings set forth in clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of II-2 10 the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue. (6) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (7) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 11 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, SALOMON INC CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THE 12TH DAY OF SEPTEMBER, 1996. SALOMON INC By: /s/ ARNOLD S. OLSHIN (Arnold S. Olshin, Secretary) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES WITH SALOMON INC AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE - ----------------------------------- ------------------------------- ------------------- * Chief Executive Officer, September 12, 1996 - ----------------------------------- Chairman and Director (Robert E. Denham) * Chief Financial Officer September 12, 1996 - ----------------------------------- (Jerome H. Bailey) /s/ RICHARD J. CARBONE Principal Accounting Officer September 12, 1996 - ----------------------------------- and Controller (Richard J. Carbone) * Director September 12, 1996 - ----------------------------------- (Dwayne O. Andreas) * Director September 12, 1996 - ----------------------------------- (Warren E. Buffett) * Director September 12, 1996 - ----------------------------------- (Claire M. Fagin) * Director September 12, 1996 - ----------------------------------- (John L. Haseltine) * Director September 12, 1996 - ----------------------------------- (Gedale B. Horowitz) * Director September 12, 1996 - ----------------------------------- (Deryck C. Maughan) * Director September 12, 1996 - ----------------------------------- (David O. Maxwell) * Director September 12, 1996 - ----------------------------------- (William F. May)
II-4 12
SIGNATURES TITLE DATE - ----------------------------------- ------------------------------- ------------------- * Director September 12, 1996 - ----------------------------------- (Charles T. Munger) * Director September 12, 1996 - ----------------------------------- (Shigeru Myojin) * Director September 12, 1996 - ----------------------------------- (Louis A. Simpson) * Director September 12, 1996 - ----------------------------------- (Robert G. Zeller)
- --------------- * The undersigned, by signing his name hereto, does hereby sign this registration statement or amendment thereto on behalf of each of the above-indicated directors and officers of Salomon Inc pursuant to powers of attorney executed on behalf of each such director and officer. By: /s/ ARNOLD S. OLSHIN (Arnold S. Olshin, Attorney-in-Fact) II-5 13 EXHIBIT INDEX -------------
Exhibit No. Description - ------- ----------- 4(a) -- Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibits 3 to Quarterly Reports on Form 10-Q for the quarters ended June 30, 1987 and June 30, 1986, Exhibit 4(a) to Registration Statement Number 2-84733 on Form S-3 filed June 30, 1983, Exhibit 4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1987, Exhibit A to Exhibit 1 to Registration Statement on Form 8-A filed February 11, 1988, Exhibit 3 to Current Report on Form 8-K dated June 13, 1991, Exhibit 4(a) to Current Report on Form 8-K dated February 22, 1993, Exhibit 4(a) to Current Report on Form 8-K dated February 12, 1996, and Exhibit 7(a) to Current Report on Form 8-K dated June 28, 1996). 4(b) -- Bylaws of the Company, as amended (incorporated by reference to Exhibit 3(b) to the Annual Report on Form 10-K for the year ended December 31, 1994). 4(c) -- Form of Certificate of Common Stock, par value $1.00 per share, of the Company (incorporated by reference to Exhibit 4(c) to Registration Statement No. 2-84733). 5* -- Opinion of Cravath, Swaine & Moore. 23(a) -- Consent of Arthur Andersen LLP. 23(b)* -- Consent of Cravath, Swaine & Moore (included in Exhibit 5). 24 -- Powers of Attorney.
- --------------- * To be filed by amendment. EX-23.A 2 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS SALOMON INC FORM S-3 REGISTRATION STATEMENT SALOMON INC COMMON STOCK Par Value $1.00 per share As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 6, 1996 incorporated by reference in Salomon Inc's Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP New York, New York September 12, 1996 EX-24 3 POWERS OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ Dwayne O. Andreas ---------------------------------------- Dwayne O. Andreas 2 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as Chief Financial Officer of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a Chief Financial Officer of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ Jerome H. Bailey ---------------------------------------- Jerome H. Bailey 3 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 10th day of September, 1996. /s/ Warren E. Buffett ---------------------------------------- Warren E. Buffett 4 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as Chairman and Chief Executive Officer and a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as Chairman and Chief Executive Officer and a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ Robert E. Denham ---------------------------------------- Robert E. Denham 5 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ Claire M. Fagin ---------------------------------------- Claire M. Fagin 6 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ John L. Haseltine ---------------------------------------- John L. Haseltine 7 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ Gedale B. Horowitz ---------------------------------------- Gedale B. Horowitz 8 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ Deryck C. Maughan ---------------------------------------- Deryck C. Maughan 9 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ David O. Maxwell ---------------------------------------- David O. Maxwell 10 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ William F. May ---------------------------------------- William F. May 11 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 11th day of September, 1996. /s/ Charles T. Munger ---------------------------------------- Charles T. Munger 12 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ Shigeru Myojin ---------------------------------------- Shigeru Myojin 13 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ Louis A. Simpson ---------------------------------------- Louis A. Simpson 14 POWER OF ATTORNEY WHEREAS, Salomon Inc, in connection with Berkshire Hathaway Inc.'s ("Berkshire") possible public issuance from time to time of exchangeable debt securities, proposes to file with the Securities and Exchange Commission, under the Securities Act of 1933 (the "Act"), a Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) to register the offer and sale from time to time of common stock owned by Berkshire or its affiliates or to be received by Berkshire or its affiliates upon conversion of Salomon Inc's Series A Cumulative Convertible Preferred Stock owned by Berkshire or its affiliates, which common stock will be deliverable by Berkshire, in exchange for such exchangeable debt securities, at their maturity, upon their redemption or otherwise; NOW, THEREFORE, I, in my capacity as a director of Salomon Inc, hereby appoint Richard J. Carbone and Arnold S. Olshin and each of them severally, my true and lawful attorney or attorneys with power to act with or without the other and with full power of substitution and resubstitution, to execute in my name, place and stead, in my capacity as a director of Salomon Inc, said Registration Statement (including a further registration statement pursuant to Rule 462(b) under the Act) and any amendments thereto and all instruments necessary or incidental in connection therewith, and to file same with the Securities and Exchange Commission, all as fully to all intents and purposes as I might or could do in person, and I hereby ratify and approve the acts of said attorneys and each of them. IN WITNESS WHEREOF, I have executed this instrument this 4th day of September, 1996. /s/ Robert G. Zeller ---------------------------------------- Robert G. Zeller -----END PRIVACY-ENHANCED MESSAGE-----