SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1996
Commission file number 1-2275
THE SEAGRAM COMPANY LTD.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Canada None
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9
- ------------------------------------------ -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (514) 849-5271
-------------------
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended January 31, 1996 (the "Form 10-K") as set forth below and
in the pages attached hereto:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Item 14 is hereby amended and supplemented (i) to change the
designation of Exhibit 99 to the Form 10-K to Exhibit 99(a) and
(ii) pursuant to Rule 15d-21 under the Securities Exchange Act
of 1934, as amended, to include as Exhibit 99(b) to the Form 10-K
the attached Form 11-K with respect to the Retirement Savings and
Investment Plan for Salaried Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE SEAGRAM COMPANY LTD.
By /s/ Daniel R. Paladino
---------------------------------------
Daniel R. Paladino
Vice President, Legal and Environmental
Affairs
Date: June 27, 1996
Exhibit 99(b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission file number 1-2275
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
THE SEAGRAM COMPANY LTD.
1430 Peel Street
Montreal, Quebec, Canada, H3A 1S9
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE>
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4 The Retirement Savings and Investment Plan for Salaried Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") is subject to
the requirements of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"). Attached hereto are the financial statements of the
Plan for the fiscal year ended December 31, 1995 prepared in accordance
with the financial reporting requirements of ERISA.
EXHIBITS
1. Financial statements of the Plan for the fiscal year ended December 31,
1995 prepared in accordance with the financial reporting requirements of
ERISA.
2. Consent of Gutierrez & Co., independent accountants.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES OF JOSEPH E.
SEAGRAM & SONS, INC. AND AFFILIATES
By /s/ Jeananne K. Hauswald
-----------------------------------
Jeananne K. Hauswald
Member of Investment Committee
Date: June 27, 1996
<PAGE>
Exhibit 1
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC
AND AFFILIATES
FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report 1
Statements of Net Assets Available for
Benefits 2-3
Statements of Changes in Net Assets
Available for Benefits 4-5
Notes to Financial Statements 6-12
<PAGE>
[Letterhead of Gutierrez & Co.]
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of the
Retirement Savings and Investment Plan for
Employees of Joseph E. Seagram & Sons, Inc.
and Affiliates
We have audited the accompanying statements of net assets available for
benefits of the Retirement Savings and Investment Plan for Employees of Joseph
E. Seagram & Sons, Inc. and Affiliates (the "Plan") as of December 31, 1995 and
1994, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Retirement Savings and Investment Plan for Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates at December 31, 1995 and 1994, and the changes in net
assets available for benefits for the years then ended in conformity with
generally accepted accounting principles.
/s/ Gutierrez & Co.
GUTIERREZ & CO.
Flushing, New York
June 11, 1996
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
-------------------------
1995 1994
---- ----
<S> <C> <C>
Investments (Note 3)
Money Market Fund:
EB STIF Fund (cost of $10,359,377) $ 10,359,377 $ -
BT Pyramid Discretionary Cash Fund
(cost of $11,690,804) - 11,690,804
Stable Income Fund:
The LaSalle Income Plus Fund
(cost of $28,668,678) 28,668,678 -
Bond Fund:
Putnam Income Fund, Class A Shares
(cost of $12,201,918) 13,370,268 -
S&P 500 Index Fund:
EB Equity Index Fund (cost of
$30,371,660) 40,249,960 -
Managed Equity Fund:
Lazard Equity Portfolio Fund (cost of
$6,797,616) 7,246,820 -
Growth Equity Fund:
Brandywine Fund Inc. Common Shares
(cost of $27,737,268) 30,346,877 -
Seagram Stock Fund:
The Seagram Company Ltd. Common Shares
(cost of $13,433,522 and
$13,223,251) 18,833,999 16,823,290
EB STIF Fund (cost of $1,263,108 and
$96,464) 1,263,108 96,464
The Coca-Cola Company Stock Fund:
The Coca-Cola Company Common Stock
(cost of $608,316 and $619,757) 4,982,101 3,520,591
EB STIF Fund (cost of $90,090
and $47,047) 90,090 47,047
Investment Income Fund:
BT Pyramid - US Government Plus Bond Fund
(cost of $9,984,562) - 12,131,420
BT Pyramid Discretionary Cash Account
(cost of $22) - 22
Diversified Investment Fund:
BT Pyramid Equity Index Fund
(cost of $19,582,109) - 27,098,351
BT Pyramid Discretionary Cash Account
cost of $48) - 48
EB STIF Fund (cost of $41) - 41
Loans to Participants 8,556,797 4,400,734
------------ ------------
Total Investments $163,968,075 $ 75,808,812
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<TABLE>
<CAPTION>
December 31,
------------------------
1995 1994
---- ----
<S> <C> <C>
Receivables
Contributions and Loan Payments $ - $ 760,093
Dividends and Interest 216,719 69,008
Proceeds from Unsettled Sales 121,136 204,927
------------ ------------
Total Receivables 337,855 1,034,028
------------ ------------
Total Assets 164,305,930 76,842,840
------------ ------------
Liabilities
Cost of Unsettled Purchases 276,813 -
------------ ------------
Total Liabilities 276,813 -
------------ ------------
Net Assets Available for Benefits $164,029,117 $ 76,842,840
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994
---- ----
<S> <C> <C>
Contributions
Participating Employees $ 15,201,459 $ 7,912,245
Participating Companies 2,818,993 1,159,228
------------- ------------
18,020,452 9,071,473
------------- ------------
Investment Activities
Investment Income
Money Market Fund 623,505 452,432
Stable Income Fund 1,701,499 -
Bond Fund 853,447 -
S&P 500 Index Fund 6,245 -
Managed Equity Fund 556,860 -
Growth Equity Fund 3,442,723 -
Seagram Stock Fund 387,546 316,496
The Coca-Cola Company Stock
Fund 62,567 54,943
Investment Income Fund - 3,349
Diversified Investment Fund - 7,465
Interest on Loans to Participants 491,874 217,269
------------- ------------
Total Investment Income 8,126,266 1,051,954
------------- ------------
Realized Net Gain on Sale of Investments
Bond Fund 2,343,851 -
S&P 500 Index Fund 9,511,499 -
Managed Equity Fund 115,083 -
Growth Equity Fund 735,100 -
Seagram Stock Fund 1,159,091 204,301
The Coca-Cola Company Stock
Fund 4,039 113,659
Investment Income Fund - 274,858
Diversified Investment
Fund - 533,808
------------- ------------
Total Realized Net Gain on
Sale of Investments 13,868,663 1,126,626
------------- ------------
Unrealized Appreciation (Depreciation) on
Investments
Bond Fund ( 978,507) -
S&P 500 Index Fund 1,556,430 -
Growth Equity Fund 1,874,996 -
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994
---- ----
<S> <C> <C>
Unrealized Appreciation (Depreciation) on
Investments (Continued)
Managed Equity Fund $ 449,204 $ -
Seagram Stock Fund 1,800,438 1,376,251
The Coca-Cola Company Stock Fund 1,472,950 348,477
Investment Income Fund - ( 232,790)
Diversified Investment Fund - ( 169,341)
------------ ------------
Total Unrealized Appreciation
on Investments 6,175,511 1,322,597
------------ ------------
Investment Managers' and Other Fees
Money Market Fund ( 9,988) -
S&P 500 Index Fund ( 47,477) -
Seagram Stock Fund ( 18,537) -
Stable Income Fund ( 93,295) -
Growth Equity Fund ( 20,651) -
------------ ------------
Total Investment Managers'
and Other Fees ( 189,948) -
------------ ------------
Increase in Plan Equity from Investment
Activities 27,980,492 3,501,177
------------ ------------
Participant Withdrawals ( 4,859,246) ( 2,158,366)
------------ ------------
Net Assets of Tropicana Employee Savings
Trust (Note 12) 46,044,579 -
------------ ------------
Increase in Plan Equity 87,186,277 10,414,284
Plan Equity at Beginning of Year 76,842,840 66,428,556
------------ ------------
Plan Equity at End of Year $164,029,117 $ 76,842,840
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of the Retirement Savings and Investment Plan for Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") conform with
generally accepted accounting principles. The more significant accounting
policies are:
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
Investment Valuation
Investment securities are recorded and valued as follows:
United States government obligations at fair value based on the current
market yields; temporary investments in short-term investment funds at
cost which in the normal course approximates market value; securities
representing units of other funds at net asset value; The Seagram Company
Ltd. common shares and The Coca-Cola Company common stock at the closing
price reported on the composite tape of the New York Stock Exchange on the
valuation date.
Security Transactions
Security transactions are accounted for on a trade date basis with the
average cost basis used for determining the cost of investments sold.
Interest income is recorded on an accrual basis. Income on securities
purchased under agreements to resell is accounted for at the repurchase
rate. Changes in discount on coupons detached from United States Treasury
Bonds are reflected as unrealized appreciation.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan established as of August 1, 1985
by Joseph E. Seagram & Sons, Inc. (the "Company").
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
2. DESCRIPTION OF THE PLAN (Continued)
The Plan covers employees of the Company and certain of its United States
subsidiaries (collectively, the "Participating Companies") whose annual
base salary or regular wages exceed a specified amount and who are either
salaried employees or hourly employees in a classification designated by a
Participating Company, excluding persons represented by a collective
bargaining agent (unless the applicable collective bargaining agreement
provides for participation in the Plan), persons employed on a special
basis, leased employees, nonresident aliens who receive no earned income
from a Participating Company which constitutes income from sources within
the United States, and persons employed by an operating unit of the
Participating Companies to which the Plan has not been extended.
The Plan provides benefits to participants based upon amounts voluntarily
contributed to a participant's account by the participant and, under
certain circumstances, by the Participating Companies (see Note 4). Under
the Plan, a participant is not provided with any fixed benefit. The
ultimate benefit to be received by the participant depends on the amounts
contributed, the investment results, and the participant's vested interest
at termination of employment (see Note 5).
Contributions are allocated to participants' individual accounts. The
value of a participant's account constitutes the participant's total
interest in the Plan, and is comprised of the sum of the participant's
After-Tax Contributions Account, Discretionary Contributions Account,
Frozen Matching Contributions Account, Matching Contributions Account,
Pre-Tax Contributions Account, Rollover Contributions Account, QMACs
Account and QNECs Account. Such contributions are invested as designated
by the participants in one or more of the investment funds referred to in
Note 3, and are accumulated and invested in a Trust Fund held by CTC
Illinois Trust Company (formerly Continental Trust Company), as Trustee.
CTC Illinois Trust Company replaced Bankers Trust Company as Trustee of
the Plan effective September 30, 1994. The Plan is administered by the
Administrative Committee appointed by the Board of Directors of the
Company.
3. INVESTMENT PROGRAM
During the year ended December 31, 1995, the Plan was comprised of seven
investment funds: (I) the Money Market Fund investing primarily in short-
term commercial paper and high-quality bank certificates of deposit; (ii)
the Stable Income Fund investing in the Income Plus Fund managed by
LaSalle National Trust, N.A.; (iii) the Bond Fund investing in Putnam
Income Fund, Class A Shares managed by Putnam Management; (iv) the S&P 500
Stock Index Fund investing in Continental Equity Index Fund managed by
Bank of America; (v) the Managed Equity Fund investing in Lazard Equity
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT PROGRAM (Continued)
Portfolio managed by Lazard Freres Asset Management; (vi) the Growth
Equity Fund investing in Brandywine Fund, Inc. managed by Friess
Associates; and (vii) the Seagram Stock Fund investing primarily in The
Seagram Company Ltd. common shares. The investments are administered by
the Investment Committee appointed by the Board of Directors of the
Company.
4. CONTRIBUTIONS
Non-highly compensated employees, as defined, may elect to contribute to
their Pre-Tax Contributions Accounts on a pre-tax basis ("Pre-Tax
Contributions") and/or to their After-Tax Contributions Accounts on an
after-tax basis ("After-Tax Contributions") through payroll deductions of
1% to 17% of their annual compensation, in multiples of 1%, in any
combination. Highly-compensated employees, as defined, may elect to
contribute from 1% to 10% of their annual compensation on a pre-tax basis
and from 1% to 17% of their annual compensation on an after-tax basis;
provided, the aggregate percentage of the contributions does not exceed
17% of their annual compensation. In addition, employees (excluding those
employed by Tropicana Products, Inc., its subsidiaries, the Tropicana
Products Sales Division of the Company or the Distillers Products Sales
Corporation (the "Tropicana Affiliates")), in lieu of electing specific
contribution percentages for Pre-Tax Contributions and After-Tax
Contributions, may make a floating rate election by designating the
aggregate percentage of compensation to be contributed to the Plan. Such
percentage shall be first applied so that the participant will defer as a
Pre-Tax Contribution the maximum amount of compensation permitted to be so
deferred; thereafter, to the extent of any remaining floating rate
election, such percentage shall be applied so that the participant will
contribute, as an After-Tax Contribution, the maximum amount of
compensation permitted to be so deferred. Pre-Tax Contributions and
After-Tax Contributions are subject to limitations imposed by federal laws
for qualified retirement plans.
The Plan provides for mandatory matching contributions by the
Participating Companies payable to the participants' Matching
Contributions Account. The Participating Companies, except as herein
noted, contribute on behalf of the participants 25% of the participants'
Pre-Tax Contributions not exceeding 6% of their compensation. The maximum
company matching contribution is $1,125 a year. Tropicana Products, Inc.
contributes, without cap, to the Matching Contributions Account on behalf
of the participants employed by the Tropicana Affiliates 50% of the
participants' aggregate Pre-Tax and After-Tax Contributions not exceeding
6% of their compensation. The Participating Companies matching
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
4. CONTRIBUTIONS (Continued)
contributions are subject to limitations imposed by federal laws for
qualified retirement plans.
The Plan will accept into participants' Rollover Contributions Accounts
cash received by participants from a qualified plan within the time
prescribed by applicable law ("Rollover Contributions").
The Participating Companies may make discretionary contributions to
participants' Matching Contributions Accounts, in an amount to be
determined by the Participating Companies. The Participating Companies
have not made discretionary contributions since the inception of the Plan.
5. VESTING
A participant in the Plan always has a fully vested interest in the value
of his or her Pre-Tax, After-Tax, QNECs, QMACs and Rollover Contributions
Accounts. He or she has a non-forfeitable right to the amount contributed
to his or her Discretionary Contributions, Frozen Matching Contributions
and Matching Contributions Accounts upon attainment of normal retirement
age, as defined, while still employed, or upon total disability, as
defined, or death. Upon termination of employment for any other reason, a
participant vests in his or her Discretionary Contributions, Frozen
Matching Contributions and Matching Contributions Accounts in accordance
with the following vesting schedule:
Years of Service Vested Percentage
Less than 1 0%
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
5 or more 100%
Upon termination of employment for reasons other than attainment of normal
retirement age, total disability or death of a participant who was not
fully vested in his or her Discretionary Contributions, Frozen Matching
Contributions and Matching Contributions Accounts, the nonvested portion
of the participant's Discretionary Contributions, Frozen Matching
Contributions and Matching Contributions Accounts shall be forfeited. Any
amount forfeited shall be applied to reduce the Participating Companies'
matching contributions. Any amount forfeited shall be restored if the
participant is re-employed by a Participating Company before incurring a
five year break in service and if the participant repays to the Plan an
amount in cash equal to the full amount of Pre-Tax Contributions
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
5. VESTING (Continued)
distributed to him or her from the Plan on account of termination of
employment.
6. DISTRIBUTIONS
Upon termination of employment, after retirement or for reason of total
disability or death, the participant or his or her beneficiary shall
receive the entire amount contributed to his or her accounts. However, if
the termination of employment is for reason other than retirement, total
disability or death, the participant shall receive only the value of the
vested portion of his or her accounts (See Note 5).
Prior to termination of employment, the participant may withdraw amounts
equal to or less than the participant's own After-Tax Contributions (and
earnings thereon), and, if the participant has withdrawn the total amount
of After-Tax Contributions available for withdrawal, he or she may
withdraw amounts equal to or less than the Rollover Contributions which
have been credited to the participant's Rollover Contributions Account for
at least two years, plus earnings. If the participant has withdrawn the
total amount of After-Tax Contributions and Rollover Contributions
available for withdrawal, the participant may withdraw that portion of the
Participating Companies' Contributions (and earning thereon) which are
vested and have been in the Plan for at least two years, provided,
however, that if the participant elects to receive such a distribution
then the Company will not make any Matching Contributions with respect to
any Pre-Tax Contributions contributed on such participant's behalf or any
After-Tax Contributions contributed by such participant for the three
month period following the effective date of such withdrawal (See Note 5).
For participants age 59 1/2 or older, Rollover Contributions that have
been in the Plan for less than two years and Pre-Tax Cash Contributions
may also be withdrawn if the participant has withdrawn all other available
contributions. In addition, in the event of hardship, a participant who
has not attained age 59 1/2 may apply for a withdrawal of a part or all of
his Pre-Tax Account or Rollover Contributions which have been credited to
the participant's Rollover Contributions Account for less than two years
subject to proof of financial hardship.
Withdrawals (other than hardship withdrawals) may be made as described
above without Committee approval each valuation date.
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
7. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50% of
the value of the vested portion of the participant's accounts. The
minimum loan amount is $1,000. The maximum repayment terms are 5 years
for general purpose loans and 25 years for principal residence loans.
Applications for loans must be approved by the Committee. The amounts
borrowed are transferred from the investment funds in which the
participant's accounts are currently invested. On a monthly basis,
repayments and interest thereon are credited to the participant's current
investment funds. The interest rate for loans is based on the prime rate
for the first day of the month in which the loan is made plus one
percentage point.
8. TAX STATUS OF PLAN
The Internal Revenue Service has ruled by a letter dated August 14, 1995
that the Plan is qualified under Section 401(k) of the Internal Revenue
Code. So long as the Plan continues to be so qualified, it is not subject
to Federal income taxes.
Participants are not currently subject to income tax on the Participating
Companies' contributions to the Plan or on income earned by the Plan.
Benefits distributed to participants or to their beneficiaries may be
taxable to them. The tax treatment of the value of such benefits depends
on the event giving rise to the distribution and the method of
distribution selected.
9. RELATED PARTY TRANSACTIONS
Generally all expenses of the Plan are paid by the Company, and personnel
and facilities of the Company are used by the Plan at no charge.
10. TERMINATION OF THE PLAN
The Board of Directors of the Company may terminate the Plan at any time.
In the case of termination, the rights of participants to their accounts
shall be vested as of the date of termination.
11. NUMBER OF PARTICIPANTS (UNAUDITED)
At December 31, 1995 there were 4,687 participants in the Plan. At that
date, there were 772 participants in the Money Market Fund, 1,424
participants in the Stable Income Fund, 1,041 participants in the Bond
Fund, 2,175 participants in the S&P 500 Stock Index Fund, 826 participants
in the Managed Equity Fund, 1,813 Participants in the Growth Equity Fund,
1,580 participants in the Seagram Stock Fund, and 35 participants in the
<PAGE>
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
11. NUMBER OF PARTICIPANTS (UNAUDITED) (Continued)
Coca-Cola Company Stock Fund, each of which included participants who
elected more than one option with respect to their interest in the
Participating Companies' contributions and their voluntary contributions.
Effective November 1, 1987, the Thrift Plan for the Wine Spectrum
Companies (the "Wine Spectrum Plan") was merged with the Plan. The
eligible employees of the Wine Spectrum Plan became members of the Plan.
As a result of the merger, the Plan will retain the Coca-Cola Company
Stock held by the Wine Spectrum Plan; however, no election may be made to
transfer any funds into the Coca-Cola Company Stock Fund.
12. PLAN AMENDMENT
Pursuant to the resolutions of the Board of Directors of the Company, the
Tropicana Employee Savings Trust was merged into the Plan effective
December 31, 1994. Effective as of that date, the Plan was amended and
restated to reflect the merger, to make certain administrative changes,
and to effect certain other changes required as a result of various
changes in the Internal Revenue Code of 1986. The financial statements of
the Plan for the year ended December 31, 1995 reflect the merger and the
amendment and restatement of the Plan.
A summary of the transferred net assets of Tropicana Employee Savings
Trust follows:
Investments, at fair value $ 45,309,544
Receivables:
Employer contributions 140,701
Others 594,334
------------
$ 46,044,579
============
<PAGE>
Exhibit 2
[Letterhead of Gutierrez & Co.]
The Seagram Company Ltd.
The Retirement Savings and Investment Plan for Employees
of Joseph E. Seagram & Sons, Inc. and Affiliates
We hereby consent to the incorporation by reference in Registration
Statement No. 33-2043 on Form S-8 of our Report dated June 11, 1996 which
appears in your Annual Report on Form 11-K of the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates
for the fiscal year ended December 31, 1995.
/s/ Gutierrez & Co.
GUTIERREZ & CO.
Forest Hills, New York
June 27, 1996
