UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
E.I. du Pont de Nemours and Company
(Name of Issuer)
Common Stock, par value $0.60 per share
(Title of Class of Securities)
263534 10 9
(CUSIP Number)
Robert W. Matschullat
Joseph E. Seagram & Sons, Inc.
375 Park Avenue, New York, New York 10152 (212) 572-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 24, 1996
(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 the statement /_/. (A fee
is not required only if the reporting 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-1(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
disclosures provided in a prior cover page.
<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 ("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>
SCHEDULE 13D
CUSIP No. 263534 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JES DEVELOPMENTS, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,222,031
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 8,222,031
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,222,031
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 263534 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE SEAGRAM COMPANY LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,222,031
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 8,222,031
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,222,031
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Items 2, 5 and 6 of the Statement on Schedule 13D, as amended
(the "Schedule 13D"), filed pursuant to Rule 13d-1 of the Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by
The Seagram Company Ltd., a Canadian corporation ("Seagram"), and by JES
Developments, Inc., a Delaware corporation and wholly owned subsidiary of
Seagram ("Developments", and together with Seagram, the "Reporting Persons"),
with respect to the common stock ("Common Stock"), of E.I. du Pont de Nemours
and Company, a Delaware corporation ("DuPont"), are hereby amended and restated
as set forth below.
Item 2. Identity and Background.
This Schedule 13D is filed by Seagram and by Developments. The
principal executive offices of Seagram are located at 1430 Peel Street,
Montreal, Quebec, Canada H3A 1S9. The principal executive offices of
Developments are located at 1105 North Market Street, Suite 1300, P.O. Box
8985, Wilmington, Delaware 19899.
Seagram operates two core, global businesses: beverages and
entertainment. Seagram's beverage businesses are engaged principally in the
production and marketing of distilled spirits, wines, fruit juices, coolers and
mixers. Seagram's entertainment company, MCA INC., produces and distributes
motion picture, television and home video products; produces and distributes
recorded music; operates theme parks and retail stores; and publishes books.
Developments is a wholly owned subsidiary of Seagram Capital
Investments, Inc., a Delaware corporation and a wholly owned subsidiary of
Joseph E. Seagram & Sons, Inc., an Indiana corporation ("JES"). JES is a
wholly owned subsidiary of Seagram Enterprises, Inc., a Delaware corporation
and a wholly owned subsidiary of J. E. Seagram Corp., which is a Delaware
corporation and wholly owned subsidiary of Seagram.
<PAGE>
As of March 31, 1996, descendants of the late Samuel Bronfman
and trusts established for their benefit (collectively, the "Bronfman Family")
beneficially owned directly or indirectly approximately 35.78% of the
outstanding common shares without nominal or par value of Seagram ("Common
Shares"). Of that amount, Bronfman Associates, a partnership of which Edgar M.
Bronfman, his children and a trust established for the benefit of Edgar M.
Bronfman and his descendants are the sole partners and of which Edgar M.
Bronfman is the managing partner, along with a second trust established for the
benefit of Edgar M. Bronfman and his descendants, owned directly approximately
16.72% of the Common Shares, trusts for the benefit of Charles R. Bronfman and
his descendants owned directly approximately 15.59% of the Common Shares,
trusts for the benefit of the family of the late Minda de Gunzburg and members
of her immediate family owned directly or indirectly approximately 2.88% of the
Common Shares, Phyllis Lambert owned indirectly approximately 0.27% of the
Common Shares, a charitable foundation of which Charles R. Bronfman is among
the directors owned approximately 0.16% of the Common Shares, a charitable
foundation of which Edgar M. Bronfman and Charles R. Bronfman are among the
trustees owned approximately 0.06% of the Common Shares, and Edgar M. Bronfman,
Charles R. Bronfman and their respective spouses and children owned directly
approximately 0.10% of the Common Shares. In addition, such persons held
currently exercisable options to purchase an additional 0.65% of the Common
Shares, calculated pursuant to Rule 13d-3 of the Rules and Regulations under
the Exchange Act. Edgar M. Bronfman is Chairman of the Board of Seagram and a
director of Seagram. Charles R. Bronfman is Co-Chairman of the Board and
Chairman of the Executive Committee of Seagram and a director of Seagram.
Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert and the late Minda de
Gunzburg are siblings.
Pursuant to a voting trust agreement, Charles R. Bronfman
serves as voting trustee for Common Shares beneficially owned directly or
<PAGE>
indirectly by Bronfman Associates, the aforesaid trusts established for the
benefit of Edgar M. Bronfman and his descendants, the aforesaid trusts
established for the benefit of Charles R. Bronfman and his descendants, and the
first of the two aforesaid charitable foundations. Pursuant to another voting
trust agreement, Edgar M. Bronfman and Charles R. Bronfman are among the voting
trustees for Common Shares beneficially owned directly or indirectly by trusts
for the benefit of the family of the late Minda de Gunzburg and members of her
immediate family. Neither voting trust agreement contains restrictions on the
right of the voting trustees to vote the deposited Common Shares.
The Bronfman Family may be deemed to be in control of
Developments and Seagram. Information concerning the foregoing persons and
entities, together with information concerning the directors and executive
officers of Developments and Seagram, is contained in Schedule A attached
hereto.
During the last five years, none of Seagram or Developments
nor, to the best knowledge of Seagram and Developments, any director or
executive officer of Seagram or Developments (or any other person or entity set
forth in Schedule A) has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding has been 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.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of the date hereof, Developments beneficially
owns 8,222,031 shares of Common Stock (the "Retained Shares"). The Retained
Shares constitute approximately 1.4% of the total number of shares of Common
<PAGE>
Stock stated to be outstanding as of April 30, 1996 in DuPont's Form 10-Q for
the quarterly period ended March 31, 1996. Developments has the power to vote
and to dispose of the Retained Shares, subject to the ultimate control of
Seagram.
Except as set forth in this Item 5, to the best knowledge of
Seagram or Developments, no director or executive officer of Seagram or
Developments (or any other person or entity set forth in Schedule A)
beneficially owns any shares of Common Stock.
(c) Pursuant to an agreement dated July 24, 1996 among
Seagram, Developments and DuPont (the "Warrant Repurchase Agreement"), and
concurrently with the execution and delivery thereof, DuPont repurchased the
warrants to purchase an aggregate of 156,000,000 shares of Common Stock (the
"Warrants") owned by Developments for $500 million in cash. The Warrants are
more fully described in the Schedule 13D.
Except as set forth in this Item 5, neither Seagram nor
Developments effected any transactions in Common Stock during the past 60 days.
(d) No person other than Developments has the right to receive
dividends from the Retained Shares, and no person other than Developments has
the right to receive the proceeds from the sale of the Retained Shares.
(e) After giving effect to the transaction described in (c)
above, each Reporting Person ceased to be the beneficial owner of more than 5%
of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to the terms of the Warrant Repurchase Agreement, the
Redemption Agreement dated as of April 6, 1995 among DuPont, Seagram and
Developments (the "Redemption Agreement") previously filed as an exhibit to the
Schedule 13D was terminated on July 24, 1996. In addition, the Agreement dated
as of April 6, 1995 among DuPont and certain stockholders of Seagram,
<PAGE>
previously filed as an exhibit to the Schedule 13D, terminated by its terms
upon termination of the Redemption Agreement. The Registration Rights
Agreement dated as of April 6, 1995 among DuPont, Seagram and Developments,
previously filed as an exhibit to the Schedule 13D, remains in effect.
Item 7. Material to be Filed as Exhibits.
10. Warrant Repurchase Agreement dated July 24, 1996 among
Seagram, Developments and DuPont.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
DATED: July 26, 1996
JES DEVELOPMENTS, INC.
By: /s/ Daniel R. Paladino
Daniel R. Paladino
President
THE SEAGRAM COMPANY LTD.
By: /s/ Daniel R. Paladino
Daniel R. Paladino
Vice President, Legal and
Environmental Affairs
<PAGE>
SCHEDULE A
1. Set forth below are the names and positions with
Developments of each director and executive officer of Developments. The name
of each person who is a director of Developments is marked with an asterisk.
The address, principal occupation or employment and citizenship of each person,
except for Ann M. Giambusso, Paul Buscemi, George E. Bushnell III, Howard F.
Miller and Susan B. Yoss, each of whom is a U.S. citizen and whose address is
800 Third Avenue, New York, New York 10022, is set forth in Part 2 below.
Name Position
DANIEL R. PALADINO* President
ANN M. GIAMBUSSO* Vice President and Secretary
EDWARD F. FALKENBERG* Controller
PAUL BUSCEMI Vice President
JEANANNE K. HAUSWALD Treasurer
GEORGE E. BUSHNELL III Assistant Secretary
HOWARD F. MILLER Assistant Secretary
SUSAN B. YOSS Assistant Treasurer
2. Set forth below are the name, business address, principal
occupation or employment and citizenship of each director and executive officer
of Seagram. The name of each person who is a director of Seagram is marked
with an asterisk. Unless otherwise indicated, the business address of each
person listed below is 375 Park Avenue, New York, New York 10152.
<PAGE>
Name and Principal Occupation
Business Address or Employment Citizenship
EDGAR M. BRONFMAN* Chairman of the Board of United States
Seagram
THE HON. CHARLES R. Co-Chairman of the Board and Canada
BRONFMAN, P.C., C.C.* Chairman of the Executive
1170 Peel Street Committee of Seagram
8th Floor
Montreal, Quebec
Canada H3B 4P2
EDGAR BRONFMAN, JR.* Chief Executive Officer and United States
President of Seagram
SAMUEL BRONFMAN II* President of The Seagram United States
2600 Campus Drive Classics Wine Company (a
Suite 160 division of a subsidiary of
San Mateo, CA 94403 Seagram)
MATTHEW W. BARRETT, O.C.* Chairman and Chief Executive Canada
First Bank Tower Officer of Bank of Montreal (a
68th Floor financial institution)
First Canadian Place
100 King Street West
Toronto, Ontario M5X 1A1
FRANK J. BIONDI, JR.* Chairman and Chief Executive United States
100 Universal City Plaza Officer of MCA INC.
Universal City, CA 91608
DAVID M. CULVER, C.C.* Chairman of CAI Capital Canada
3429 Drummond Street Corporation (an equity
Suite 200 investment fund)
Montreal, Quebec
Canada H3G 1X6
THE HON. WILLIAM G. Counsel to Tory Canada
DAVIS, P.C., C.C., Tory DesLauriers & Binnington
Q.C.* (attorneys)
Suite 3000
Toronto-Dominion Center
Toronto, Ontario
Canada M5K 1N2
THE HON. PAUL DESMARAIS, Chairman of Power Canada
P.C., C.C.* Corporation of
751 Victoria Square Canada (a holding and
Montreal, Quebec management company)
Canada H2Y 2J3
<PAGE>
Name and Principal Occupation
Business Address or Employment Citizenship
DAVID L. JOHNSTON, Professor of Law at McGill Canada
O.C.* University (an educational
3690 Peel Street institution)
Room 200
Montreal, Quebec
Canada H3A 1W9
THE HON. E. LEO KOLBER, Member of The Senate of Canada Canada
SENATOR*
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
MARIE-JOSEE KRAVIS* Fellow of The Hudson Institute Canada and
625 Park Avenue Inc. (a non-profit economics Switzerland
New York, NY 10021 research institute)
ROBERT W. MATSCHULLAT* Vice Chairman and United States
Chief Financial Officer
of Seagram
C. EDWARD MEDLAND* President of Beauwood Canada
121 King Street West Investments Inc. (a private
Suite 2525 investment company)
Toronto, Ontario
Canada M5H 3T9
LEW R. WASSERMAN* Chairman Emeritus of MCA INC. United States
100 Universal City Plaza
Universal City, CA 91608
JOHN L. WEINBERG* Senior Chairman of Goldman, United States
85 Broad Street Sachs & Co. (investment
New York, NY 10004 bankers)
JOHN S. WEINBERG* General Partner of Goldman, United States
85 Broad Street Sachs & Co. (investment
New York, NY 10004 bankers)
JOHN D. BORGIA Executive Vice President, Human United States
Resources of Seagram
STEPHEN E. HERBITS Executive Vice President, United States
Corporate Policy and External
Affairs of Seagram
<PAGE>
Name and Principal Occupation
Business Address or Employment Citizenship
STEVEN J. KALAGHER Executive Vice President of United States
Seagram and President, The
Seagram Spirits And Wine Group
(a division of a subsidiary of
Seagram)
ELLEN R. MARRAM Executive Vice President of United States
Seagram and President, The
Seagram Beverage Group (a
division of a subsidiary of
Seagram)
EDWARD F. FALKENBERG Vice President and Controller United States
800 Third Avenue of Seagram
New York, NY 10022
JEANANNE K. HAUSWALD Vice President and Treasurer of United States
Seagram
GABOR JELLINEK Vice President, Production of Canada
1430 Peel Street Seagram and Executive Vice
Montreal, Quebec President, Manufacturing, The
Canada H3A 1S9 Seagram Spirits And Wine Group
(a division of a subsidiary of
Seagram)
ARNOLD M. LUDWICK Vice President of Seagram and Canada
1170 Peel St. President and Chief Executive
8th Floor Officer of Claridge Inc.
Montreal, Quebec
Canada H3B 4P2
DANIEL R. PALADINO Vice President, Legal and United States
Environmental Affairs of
Seagram
MICHAEL C.L. HALLOWS Secretary of Seagram Canada
3. The trustees of the trusts for the benefit of Edgar M. Bronfman and
his descendants are Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman,
Harold R. Handler, Mayo A. Shattuck III and John L. Weinberg. The trustees of
the trusts for the benefit of Charles R. Bronfman and his descendants are
Charles R. Bronfman, Phyllis Lambert, Stephen R. Bronfman, Ellen J. Bronfman
Hauptman, E. Leo Kolber, Samuel Minzberg, Robert S. Vineberg, Gary J. Gartner,
Steven H. Levin and Arnold M. Ludwick. The trustees of the trusts for the
benefit of the family of the late Minda de Gunzburg are Stanley N. Bergman, Dr.
<PAGE>
Guido Goldman and Leonard M. Nelson. The directors of the first charitable
foundation referenced in Item 2 include Charles R. Bronfman, E. Leo Kolber and
Arnold M. Ludwick, and the trustees of the second charitable foundation include
Edgar M. Bronfman, Charles R. Bronfman and Samuel Bronfman II. Set forth below
or under Part 2 above are the address, principal occupation or employment and
citizenship of each person named in this Part 3.
<PAGE>
Name and Principal Occupation
Business Address or Employment Citizenship
PHYLLIS LAMBERT Architect Canada
1920 Baile Street
Montreal, Quebec
Canada H3H 2S6
MATTHEW BRONFMAN Chief Executive Officer of United States
30 West 26th Street Perfumes Isabell, Inc. (a
New York, NY 10010 perfume company)
STEPHEN R. BRONFMAN Corporate Director Canada
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
ELLEN J. BRONFMAN Private Investor Canada
HAUPTMAN
c/o Goodman Phillips &
Vineberg
430 Park Avenue
10th Floor
New York, NY 10022
HAROLD R. HANDLER Attorney whose professional United States
425 Lexington Avenue corporation is a partner of
New York, NY 10017 Simpson Thacher & Bartlett
(attorneys)
SAMUEL MINZBERG Partner of Goodman Phillips & Canada
1501 McGill College Vineberg (barristers and
Avenue solicitors)
26th Floor
Montreal, Quebec
Canada H3A 3N9
ROBERT S. VINEBERG Partner of Goodman Phillips & Canada
1501 McGill College Vineberg (barristers and
Avenue solicitors)
26th Floor
Montreal, Quebec
Canada H3A 3N9
GARY J. GARTNER Partner of Goodman Phillips & Canada
430 Park Avenue Vineberg (attorneys)
10th Floor
New York, NY 10022
<PAGE>
Name and Principal Occupation
Business Address or Employment Citizenship
STEVEN H. LEVIN Partner of Goodman Phillips & United States
430 Park Avenue Vineberg (attorneys)
10th Floor
New York, NY 10022
STANLEY N. BERGMAN Partner of Bergman, Horowitz & United States
157 Church Street Reynolds, P.C. (attorneys)
New Haven, CT 06510
DR. GUIDO GOLDMAN Director of the Center for United States
First Spring Corporation European Studies at Harvard
499 Park Avenue University and Chairman of
New York, NY 10022 First Spring Corporation (an
investment company)
LEONARD M. NELSON Shareholder of Bernstein, Shur, United States
100 Middle Street Sawyer & Nelson, P.C.
Portland, Maine 04104 (attorneys)
MAYO A. SHATTUCK III President and Chief United States
135 East Baltimore Street Executive Officer
Baltimore, MD 21202 of Alex. Brown & Sons,
Incorporated (investment
bankers)
<PAGE>
EXHIBIT INDEX
10. Warrant Repurchase Agreement dated July 24, 1996 among Seagram,
Developments and Dupont.
Exhibit 10
WARRANT REPURCHASE AGREEMENT
THIS WARRANT REPURCHASE AGREEMENT (this "Agreement") is entered into
this 24th day of July, 1996, by and among The Seagram Company Ltd., a Canadian
corporation ("Seagram"), JES Developments, Inc., a Delaware corporation and a
wholly-owned subsidiary of Seagram ("Subsidiary") and E.I. du Pont de Nemours
and Company, a Delaware corporation (the "Company").
WHEREAS, in connection with the Warrant Agreement, dated as of April
6, 1995 (the "Warrant Agreement") and the Redemption Agreement, dated as of
April 6, 1995 (the "Redemption Agreement"), Subsidiary acquired Warrants
expiring October 6, 1997 to acquire 48 million shares of Common Stock, par
value $0.60 per share (the "Common Stock") of the Company at $89.33 per share,
Warrants expiring October 6, 1998 to acquire 54 million shares of Common Stock
at $101.14 per share, and Warrants expiring October 6, 1999 to acquire 54
million shares of Common Stock at $113.63 per share (collectively, the
"Warrants" and each, individually, a "Warrant"); and
WHEREAS, the Company has agreed to purchase and Seagram and
Subsidiary have agreed to sell all of the Warrants (the "Repurchase"), in each
case in accordance with the terms set forth below.
NOW THEREFORE, in consideration of the premises set forth above and
the mutual promises and agreements set forth herein, Seagram, Subsidiary and
the Company agree as follows:
1. Simultaneously with the execution and delivery of this
Agreement, (i) the Company is paying to Subsidiary by wire transfer in
immediately available funds $500 million and (ii) Subsidiary is delivering to
the Company for cancellation all of the Warrants and transfer forms attached
thereto, endorsed in blank or in favor of the Company, duly executed by
Subsidiary. Each of Seagram and Subsidiary acknowledges and agrees that upon
consummation of the Repurchase, it shall have no further rights under any of
the Warrants. The purchase and sale of the Warrants pursuant to this Agreement
shall be effective notwithstanding any provisions of the Redemption Agreement
giving Seagram, Subsidiary or the Company the right or the obligation, under
the circumstances specified therein, to purchase or sell, as the case may be,
the Warrants.
2. Each of Seagram and Subsidiary hereby jointly and severally
represent and warrant to the Company, and agree for the benefit of the Company,
that:
(i) Seagram is a corporation duly organized and validly existing under
the laws of Canada and has been duly qualified for the transaction of
business under the laws of the Province of Quebec;
(ii) Subsidiary is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware;
(iii) each of Seagram and Subsidiary has all necessary corporate power and
authority to execute and deliver this Agreement and perform its
obligations hereunder;
(iv) the execution and delivery by each of Seagram and Subsidiary of this
Agreement and the performance by each of its obligations hereunder
<PAGE>
have been duly and validly authorized by the Board of Directors of
each of Seagram and Subsidiary, and by the sole stockholder of
Subsidiary, and no other corporate proceedings on the part of Seagram
or Subsidiary are necessary to authorize the execution, delivery or
performance of this Agreement;
(v) this Agreement has been duly and validly executed and delivered by
each of Seagram and Subsidiary and constitutes a valid and binding
agreement of each of Seagram and Subsidiary, enforceable against each
in accordance with its terms;
(vi) the execution and delivery by Seagram and Subsidiary of this
Agreement do not and the performance by Seagram and Subsidiary of
their obligations hereunder will not (a) contravene or conflict with
the certificate of incorporation, by-laws or similar charter or other
organizational documents of Seagram or Subsidiary or (b) contravene
or conflict with or constitute a violation of or default under or
give rise to a right of termination, cancellation or acceleration of
any right or obligation of Seagram or Subsidiary under any provision
of applicable law or regulation of the United States or Canada or any
state or province thereof or of any agreement, contract, judgment,
injunction, order, decree or other instrument binding upon Seagram or
Subsidiary, which contravention, conflict, violation, default or
right of termination, cancellation or acceleration would result in
the case of this clause (b) in a material adverse effect on the
business, assets, results of operations or financial condition of
Seagram and its subsidiaries, taken as a whole, other than any such
material adverse effect which would have no effect on this Agreement
and the performance of the obligations and transactions contemplated
hereby;
(vii) Subsidiary has good and marketable title to all of the Warrants, free
and clear of all liens, claims, options, proxies, voting agreements,
security interests, charges and encumbrances other than the
Redemption Agreement, and has complete and unrestricted power to
transfer, assign and deliver the Warrants to the Company, and upon
the transfer of the Warrants to the Company as provided herein, the
Company will acquire good and marketable title to the Warrants, free
and clear of all liens, claims, options, proxies, voting agreements,
security interests, charges and encumbrances; and
(viii) Seagram, Subsidiary and their representatives have been given the
opportunity to ask questions of, and to receive answers from, the
Company and its representatives concerning the business affairs,
financial condition and other information relating to the Company and
to obtain any additional information which Seagram, Subsidiary, or
their representatives deem necessary.
3. The Company hereby represents and warrants to Seagram and
Subsidiary, and agrees for the benefit of Seagram and Subsidiary, that:
(i) it is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware;
(ii) it has all necessary corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder;
<PAGE>
(iii) the execution and delivery by the Company of this Agreement and the
performance by the Company of its obligations hereunder have been
duly and validly authorized by the Board of Directors of the Company
and no other corporate proceedings on the part of the Company are
necessary to authorize the execution and delivery of this Agreement
or the performance by the Company of its obligations hereunder;
(iv) this Agreement has been duly and validly executed and delivered by
the Company and constitutes a valid and binding agreement of the
Company, enforceable against the Company in accordance with its
terms; and
(v) the execution and delivery by the Company of this Agreement do not
and the performance by the Company of its obligations hereunder will
not (a) contravene or conflict with the certificate of incorporation
or by-laws of the Company or (b) contravene or conflict with or
constitute a violation of or default under or give rise to a right of
termination, cancellation or acceleration of any right or obligation
of the Company or any of the Company's subsidiaries under any
provision of applicable law or regulation of the United States or any
state thereof or of any agreement, contract, judgment, injunction,
order, decree or other instrument binding upon the Company or any of
its subsidiaries, which contravention, conflict, violation, default
or right of termination, cancellation or acceleration would result in
the case of this clause (b) in a material adverse effect on the
business, assets, results of operations or financial condition of the
Company and its subsidiaries, taken as a whole, other than any such
material adverse effect which would have no effect on this Agreement
and the performance of the obligations and transactions contemplated
hereby.
4. Upon the execution and delivery of this Agreement by the parties
hereto, the Redemption Agreement and all rights and obligations thereunder
shall terminate.
5. The closing of the Repurchase is taking place at the offices of
Skadden, Arps, Slate, Meagher & Flom, at 919 Third Avenue, New York, New York
10022, simultaneously with the execution and delivery of this Agreement.
6. This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof.
7. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the principles of
conflicts of law thereof.
8. This Agreement may be executed in counterparts, each of which
shall be a valid and binding obligation of the parties thereto, but all of
which shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by its representatives thereunto duly
authorized, all as of the day and year first above written.
E.I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Charles L. Henry
Name: Charles L. Henry
Title: Executive Vice President
and Chief Financial Officer
THE SEAGRAM COMPANY LTD.
By: /s/ Edgar Bronfman, Jr.
Name: Edgar Bronfman, Jr.
Title: President and Chief
Executive Officer
JES DEVELOPMENTS, INC.
By: /s/ Daniel R. Paladino
Name: Daniel R. Paladino
Title: President
