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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
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Time Warner Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
887315 10 9
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(CUSIP Number)
Stephen E. Banner
Joseph E. Seagram & Sons, Inc.
375 Park Avenue, New York, New York 10152 (212) 572-7000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 9, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with 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.
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 1 OF 14 PAGES
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SCHEDULE 13D
CUSIP No. 887315 10 9 Page 2 of 14 Pages
----------- --- ----
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*
Not Applicable
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 56,763,349
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
56,763,349
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,763,349
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9
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
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Page 3 of 14 Pages
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, by The Seagram Company Ltd., a Canadian
corporation ("Seagram"), relating to the Common Stock, par value $1.00 per
share (the "Shares"), of Time Warner Inc., a Delaware corporation (the
"Company"), is hereby amended by restating Item 2 in its entirety and by adding
to Items 3 and 5 the information set forth below:
Item 2. Identity and Background.
This Schedule 13D is filed by Seagram. The principal executive
offices of Seagram are located at 1430 Peel Street, Montreal, Quebec, Canada
H3A 1S9.
Seagram is a leading global producer and marketer of distilled
spirits, wines, fruit juices, coolers, and mixers, and sells its brands in more
than 150 countries and territories. Affiliates and joint ventures in 41
countries and territories comprise the largest distribution system in the
spirits and wine industry.
As of March 31, 1995, descendants of the late Samuel Bronfman and
trusts established for their benefit (collectively, the "Bronfman Family")
beneficially owned directly or indirectly approximately 36.41% 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
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Page 4 of 14 Pages
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 16.78% of
the Common Shares, trusts for the benefit of Charles R. Bronfman and his
descendants owned directly approximately 15.64% 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 3.30% of the Common
Shares, Phyllis Lambert owned indirectly approximately 0.37% 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 children owned directly approximately
0.10% of the Common Shares. In addition, such persons held currently
exercisable options to purchase an additional 0.53% 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 and
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Page 5 of 14 Pages
Charles R. Bronfman are brothers, Phyllis Lambert is their sister, and Alain de
Gunzburg, the husband of the late Minda de Gunzburg, is their brother-in-law.
Pursuant to a voting trust agreement, Charles R. Bronfman serves as
voting trustee for Common Shares beneficially owned directly or 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 Seagram.
Information concerning the foregoing persons and entities, together with
information concerning the directors and executive officers of Seagram, is
contained in Schedule A attached hereto.
During the last five years, neither Seagram, nor to the best knowledge
of Seagram, any director or executive officer of Seagram (or any other person
or entity set forth
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Page 6 of 14 Pages
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 4. Purpose of Transaction.
In light of Seagram's recently announced agreement to acquire 80% of
MCA INC., Seagram is evaluating its options with respect to its investment in
the Company, including a possible sale of all or a portion of its Shares.
Except as set forth above, Seagram has no present plans or proposals
that relate to or would result in any of the actions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Seagram beneficially owns an aggregate of
56,763,349 Shares, constituting approximately 14.9% of the total number of
Shares stated to be outstanding as of March 27, 1995 in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994. All of such
Shares were acquired by Seagram Inc., a Delaware corporation and an indirect
wholly owned subsidiary of
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Page 7 of 14 Pages
Seagram ("Seagram Inc."), and all of such Shares are currently held by Seagram
Inc.
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Page 8 of 14 Pages
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: April 10, 1995
THE SEAGRAM COMPANY LTD.
By:/s/ Daniel R. Paladino
-------------------------------------
Daniel R. Paladino
Vice President, Legal and
Environmental Affairs
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Page 9 of 14 Pages
SCHEDULE A
1. 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.
<TABLE>
<CAPTION>
Name and Principal Occupation
Business Address or Employment Citizenship
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<S> <C> <C>
EDGAR M. BRONFMAN* Chairman of the Board of
Seagram United States
THE HON. CHARLES R. Co-Chairman of the Board and Chairman Canada
BRONFMAN, P.C., C.C.* of the Executive Committee of Seagram
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
EDGAR BRONFMAN, JR.* Chief Executive Officer and President United States
of Seagram
SAMUEL BRONFMAN II* President of The Seagram Classics Wine United States
2600 Campus Drive Company (a division of a subsidiary of
Suite 160 Seagram)
San Mateo, CA 94403
STEPHEN E. BANNER* Senior Executive Vice President of United States
Seagram
DAVID M. CULVER, C.C.* Chairman of CAI Capital Corporation Canada
3429 Drummond Street (an equity investment fund)
Suite 200
Montreal, Quebec
Canada H3G 1X6
</TABLE>
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Page 10 of 14 Pages
<TABLE>
<CAPTION>
Name and Principal Occupation
Business Address or Employment Citizenship
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<S> <C> <C>
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 and Chief Executive Officer Canada
P.C., C.C.* of Power Corporation of Canada (a
751 Victoria Square holding and management company)
Montreal, Quebec
Canada H2Y 2J3
ALAIN DE GUNZBURG* Chairman of the Board of G.H. Mumm & France
17-19, avenue Montaigne Cie (a subsidiary of Seagram)
Paris, France 75008
DAVID L. JOHNSTON, Professor of Law at McGill University Canada
O.C.* (an educational institution)
James Administration
Building
845 Sherbrooke St. West
Montreal, Quebec
Canada H3A 2T5
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 of Canada and Switzerland
666 Sherbrooke St. West Canada Inc. (a non-profit economics
Suite 600 research institute)
Montreal, Quebec
Canada H3A 1E7
EDWARD F. McDONNELL* Executive Vice President of Seagram United States
and President, The Seagram Spirits And
Wine Group (a division of a subsidiary
of Seagram)
C. EDWARD MEDLAND* President of Beauwood Investments Inc. Canada
150 King Street West (a private investment company)
Suite 1505
Toronto, Ontario
Canada M5H 1J9
</TABLE>
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Page 11 of 14 Pages
<TABLE>
<CAPTION>
Name and Principal Occupation
Business Address or Employment Citizenship
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<S> <C> <C>
NEIL F. PHILLIPS, Resident Senior Counsel (New York) of Canada
Q.C.* Goodman Phillips & Vineberg
430 Park Avenue (attorneys)
10th Floor
New York, NY 10022
JOHN L. WEINBERG* Senior Chairman of Goldman, Sachs & United States
85 Broad Street Co. (investment bankers)
New York, NY 10004
STEPHEN E. HERBITS Executive Vice President, Corporate United States
Policy and External Affairs of Seagram
ELLEN R. MARRAM Executive Vice President of Seagram United States
and President, The Seagram Beverage
Group (a division of a subsidiary of
Seagram)
C. RICHARD COFFEY Senior Vice President, Human Resources United States
of Seagram
EDWARD FALKENBERG Vice President and Controller of United States
800 Third Avenue Seagram
New York, NY 10022
JEANANNE K. HAUSWALD Vice President and Treasurer of United States
Seagram
GABOR JELLINEK Vice President, Production of Seagram Canada
1430 Peel Street and Executive Vice President,
Montreal, Quebec Manufacturing, The Seagram Spirits and
Canada H3A 1S9 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 Officer
8th Floor of Claridge Inc.
Montreal, Quebec
Canada H3B 4P2
DANIEL R. PALADINO Vice President, Legal and United States
Environmental Affairs of Seagram
</TABLE>
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Page 12 of 14 Pages
<TABLE>
<CAPTION>
Name and Principal Occupation
Business Address or Employment Citizenship
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<S> <C> <C>
MICHAEL C.L. HALLOWS Secretary of Seagram Canada
</TABLE>
2. The trustees of the trusts for the benefit of Edgar M. Bronfman
and his descendants are Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew
Bronfman, Stephen E. Banner, Harold R. Handler 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, E. Leo Kolber, Samuel Minzberg, Robert S. Vineberg, Gary J.
Gartner, Lawrence F. Gilberti, 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 and Dr. Guido Goldman. 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, Samuel Bronfman II
and Stephen E. Banner. Set forth below or under Part 1 above are the address,
principal occupation or employment and citizenship of each person named in this
Part 2.
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Page 13 of 14 Pages
<TABLE>
<CAPTION>
Name and Principal Occupation
Business Address or Employment Citizenship
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<S> <C> <C>
PHYLLIS LAMBERT Architect Canada
1920 Baile Street
Montreal, Quebec
Canada H3H 2S6
MATTHEW BRONFMAN Managing Individual, Bronfman United States
155 E. 71 Street Associates II (an investment
New York, NY 10021 partnership)
STEPHEN R. BRONFMAN Corporate Director Canada
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
ELLEN J. BRONFMAN Special Assistant to the Executive Canada
375 Park Avenue Vice President of Seagram
New York, NY 10152
HAROLD R. HANDLER Attorney whose professional United States
425 Lexington Avenue corporation is a partner of Simpson
New York, NY 10017 Thacher & Bartlett (attorneys)
SAMUEL MINZBERG Partner of Goodman Phillips & Canada
5 Place Ville Marie Vineberg (barristers and solicitors)
Montreal, Quebec
Canada H3B 2G2
ROBERT S. VINEBERG Partner of Goodman Phillips & Vineberg Canada
5 Place Ville Marie (barristers and solicitors)
Montreal, Quebec
Canada H3B 2G2
GARY J. GARTNER Partner of Goodman Phillips & Vineberg Canada
430 Park Avenue (attorneys)
10th Floor
New York, NY 10022
LAWRENCE F. GILBERTI Partner of Fischbein Badillo Wagner United States
909 Third Avenue Itzler (attorneys)
17th Floor
New York, NY 10022
</TABLE>
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Page 14 of 14 Pages
<TABLE>
<CAPTION>
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
<S> <C> <C>
STEVEN H. LEVIN Partner of Goodman Phillips & Vineberg United States
430 Park Avenue (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 European United States
First Spring Corporation Studies at Harvard University and
499 Park Avenue Chairman of First Spring Corporation
New York, NY 10022 (an investment company)
</TABLE>
