<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1996
REGISTRATION NO. 333-4134
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION NO. 33-67772
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENT
UNDER
THE SECURITIES ACT OF 1933
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THE SEAGRAM COMPANY LTD. -- LA COMPAGNIE SEAGRAM LTEE
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CANADA
(STATE OR OTHER JURISDICTION
OF INCORPORATION OR ORGANIZATION)
NONE
(I.R.S. EMPLOYER IDENTIFICATION NO.)
1430 PEEL STREET
MONTREAL, QUEBEC, CANADA H3A 1S9
(514) 849-5271
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
ROBERT W. MATSCHULLAT
JOSEPH E. SEAGRAM & SONS, INC.
375 PARK AVENUE
NEW YORK, NEW YORK 10152
(212) 572-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S AGENT FOR
SERVICE AND AUTHORIZED REPRESENTATIVE OF REGISTRANT IN THE UNITED STATES)
COPIES TO:
GEORGE R. KROUSE, JR., ESQ.
SARAH E. COGAN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
ROBERT E. BUCKHOLZ, JR., ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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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,
other than securities offered only in connection with dividend or interest
reinvestment plans, please 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 statement 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, please 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
under the Securities Act, please check the following box. / /
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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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, UPON EFFECTIVENESS THIS
REGISTRATION STATEMENT SHALL CONTAIN A COMBINED PROSPECTUS THAT ALSO RELATES TO
$400,000,000 AGGREGATE AMOUNT OF SECURITIES REGISTERED ON FORM S-3, REGISTRATION
NO. 33-67772, WHICH WAS DECLARED EFFECTIVE ON SEPTEMBER 2, 1993. THIS
REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT NO. 33-67772.
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<PAGE> 2
SUBJECT TO COMPLETION DATED AUGUST 27, 1996
PROSPECTUS
ART
$400,000,000
THE SEAGRAM COMPANY LTD.
DEBT SECURITIES
PREFERRED SHARES
COMMON SHARES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
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The Seagram Company Ltd. (the "Company") from time to time may offer up to
an aggregate initial offering price of not more than $400,000,000 (or the
equivalent thereof in foreign denominated currencies or composite currencies) of
its (i) debt securities consisting of debentures, notes and/or other unsecured
evidences of indebtedness ("Debt Securities"), in one or more series, (ii)
preferred shares without nominal or par value ("Preferred Shares"), in one or
more series, (iii) common shares without nominal or par value ("Common Shares"),
(iv) warrants ("Warrants") to purchase Debt Securities, Preferred Shares, Common
Shares, other securities or currencies, (v) stock purchase contracts ("Stock
Purchase Contracts"), representing rights to purchase equity securities, or (vi)
stock purchase units ("Stock Purchase Units"), each representing ownership of a
Stock Purchase Contract and Debt Securities or other debt obligations, including
U.S. Treasury securities, securing the obligations of holders under the Stock
Purchase Contracts (Debt Securities, Preferred Shares, Common Shares, Warrants,
Stock Purchase Contracts and Stock Purchase Units are collectively referred to
as "Securities"), or any combination of the foregoing, at prices and on terms to
be determined at or prior to the time of sale.
Specific terms of the Securities in respect of which this Prospectus is
being delivered are set forth in the accompanying Prospectus Supplement
("Prospectus Supplement"), together with the terms of the offering of such
Securities, including the initial public offering price, the currency or
currencies for which such Securities may be purchased and the net proceeds to
the Company from the sale thereof. The Prospectus Supplement also sets forth
with regard to such Securities, without limitation, the following: (i) in the
case of Debt Securities, the specific designation, aggregate principal amount,
authorized denominations, maturity, rate (which may be fixed or variable) and
time of payment of any interest, any redemption, prepayment or sinking fund
provisions, any conversion or exchange rights, any subordination provisions, and
the currency or currencies or composite currency or currencies in which
principal, premium, if any, and interest, if any, is payable; (ii) in the case
of Preferred Shares, the designation, number of shares, liquidation preference
per share, dividend rate (or method of calculation thereof), dates on which
dividends shall be payable and dates from which dividends shall accrue, any
redemption or sinking fund provisions, any voting rights and any conversion or
exchange rights; (iii) in the case of Common Shares, the number of shares; (iv)
in the case of Warrants, the number and terms thereof, the designation and the
number of securities or currencies issuable upon their exercise, the exercise
price, and, where applicable, the duration and detachability thereof; (v) in the
case of Stock Purchase Contracts, the number and terms thereof, the designation
and the number of securities transferable thereunder, the purchase price of
securities transferable thereunder, the date or dates on which securities are
required to be purchased by holders of Stock Purchase Contracts and any periodic
payments required to be made by the Company to the holders of Stock Purchase
Contracts and vice versa; and (vi) in the case of Stock Purchase Units, the
specific terms of the Stock Purchase Contracts and any Debt Securities or other
debt obligations securing the obligations of holders under the Stock Purchase
Contracts.
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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 Securities may be offered for sale to or through underwriters, and may
also be offered directly to other purchasers or through agents. The Prospectus
Supplement sets forth the names of any underwriters or agents involved in the
sale of the Securities in respect of which this Prospectus is being delivered,
the principal amount, if any, to be purchased by underwriters and any
compensation of such underwriters or agents.
------------------
The date of this Prospectus is , 1996.
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 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.
<PAGE> 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 and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
material may also be accessed electronically by means of the Commission's home
page on the Internet at http://www.sec.gov. In addition, such materials should
be available for inspection and copying at the library of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 1-2275) and are hereby incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996, as amended (the "1996 10-K Report").
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 1996.
(3) The Company's Current Reports on Form 8-K dated June 5, 1995, as
amended, and July 24, 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 Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement or this
Prospectus to the extent that a statement contained herein or in any other
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 the Registration Statement or this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN WITHOUT CHARGE,
UPON REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN,
EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS (UNLESS ANY SUCH EXHIBIT IS
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN). REQUESTS SHOULD BE DIRECTED TO
THE SECRETARY OF THE COMPANY, CARE OF JOSEPH E. SEAGRAM & SONS, INC., 375 PARK
AVENUE, NEW YORK, NEW YORK 10152, TELEPHONE (212) 572-7000.
Unless otherwise indicated, currency amounts referred to herein are stated
in U.S. dollars.
2
<PAGE> 4
THE COMPANY
The Company, a corporation organized under Canadian federal law on March 2,
1928, operates two core, global businesses: beverages and entertainment. The
Company's beverage businesses are engaged principally in the production and
marketing of distilled spirits, wines, fruit juices, coolers and mixers. The
Company'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.
The Company's executive offices are located at 1430 Peel Street, Montreal,
Quebec, Canada H3A 1S9 (telephone 514-849-5271).
USE OF PROCEEDS
Except as may otherwise be set forth in a Prospectus Supplement with
respect to a particular series of Securities, the net proceeds to be received by
the Company from the issue and sale from time to time of the Securities will be
added to the general funds of the Company to be used to reduce outstanding
indebtedness, to finance the Company's operations and for other general
corporate purposes.
The Company expects to make additional borrowings from time to time. The
nature and amount of such borrowings can be expected to vary as a result of
business requirements, market conditions and other factors.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges of
the Company and its subsidiaries for the three month period ended April 30, 1996
and each of the five years in the period ended January 31, 1996:
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
APRIL FISCAL YEARS ENDED JANUARY 31,
30, -----------------------------------------------
1996 1996 1995 1994 1993 1992
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges(1).......................... 1.74 1.78 1.83 2.15 2.21 2.71
</TABLE>
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(1) For the purpose of calculating this ratio, pretax income before discontinued
activities and cumulative effect of accounting change has been increased by
fixed charges (excluding capitalized interest) and the minority interest in
income of subsidiary companies, and excludes, when applicable, unremitted
earnings of less than 50 percent owned companies accounted for under the
equity method. Fixed charges consist of interest on borrowings (including
capitalized interest), amortization of debt discount, the interest portion
of rental expense and the Company's proportionate share of 50 percent owned
companies' fixed charges.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions to which any Prospectus Supplement may
relate. The particular terms and provisions of the series of Debt Securities
offered by a Prospectus Supplement, and the extent to which the general terms
and provisions described below may apply thereto, will be described in the
Prospectus Supplement relating to such Debt Securities.
The Debt Securities will be issued under an Indenture, dated as of
September 15, 1991 (the "Indenture"), between the Company and The Bank of New
York, as Trustee (the "Trustee"), which Indenture has been incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part. The following brief summaries of certain provisions of the Debt
Securities and the Indenture do not purport to be complete and are qualified in
their entirety by reference to all the provisions of the Indenture, including
the definitions therein of certain terms.
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The Debt Securities offered hereby will be unsecured obligations of the
Company. The Indenture does not limit the amount of securities that may be
issued thereunder and provides that debt securities may be issued thereunder up
to the aggregate principal amount from time to time authorized by the Company in
one or more series.
Debt Securities of a series may be issuable in registered form without
coupons ("Registered Securities"), in bearer form with or without coupons
attached ("Bearer Securities") or in the form of one or more global securities
(each, a "Global Security"). Bearer Securities, subject to certain exceptions,
will not be offered or sold to persons who are within the United States or to
United States persons. See "Limitations on Issuance of Bearer Securities".
GENERAL
Reference is made to the Prospectus Supplement for the following terms of
the particular series of Debt Securities being offered thereby: (i) the
designation, aggregate principal amount and authorized denominations of the
series of Debt Securities; (ii) the extent and manner, if any, to which payment
on or in respect of the Debt Securities of the series will be senior or will be
subordinated to the prior payment of other liabilities and obligations of the
Company; (iii) the percentage or percentages of principal amount at which the
Debt Securities of the series will be issued; (iv) the date or dates on which
the Debt Securities of the series will mature (or manner of determining the
same); (v) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon a
declaration of acceleration of the maturities thereof; (vi) the rate or rates
per annum, if any, at which the Debt Securities of the series will bear interest
(or the manner of calculation thereof) and the date or dates from which such
interest will accrue; (vii) the dates on which any interest will be payable (or
manner of determining the same) and the regular record dates for such Interest
Payment Dates for Debt Securities which are Registered Securities; (viii) the
place or places where the principal of (and premium, if any) and interest, if
any, on the Debt Securities of the series will be payable and each office or
agency, as described below under "Denominations, Registration and Transfer",
where the Debt Securities may be presented for transfer or exchange; (ix) if
other than U.S. dollars, the currency, currencies or currency unit or units, for
which such Debt Securities may be purchased and the currency, currencies or
currency unit or units in which the principal of (and premium, if any) and
interest, if any, on such Debt Securities may be payable; (x) the period or
periods within which, and the terms and conditions upon which, an election may
be made by the Company or a Holder, as the case may be, for payment of the
principal of (and premium, if any) and interest, if any, on the Debt Securities
of the series in the currency, currencies or currency unit or units other than
that in which the series is stated to be payable; (xi) whether the Debt
Securities are to be issuable as Registered Securities or Bearer Securities or
both, and if Bearer Securities are issued, the circumstances and places for the
exchange of Bearer Securities for Registered Securities; (xii) whether such Debt
Securities are to be issued in the form of one or more temporary or definitive
permanent Global Securities and, if so, the identity of the Depositary for such
Global Security or Securities; (xiii) if a temporary Global Security is to be
issued with respect to such series, whether any interest thereon payable on an
Interest Payment Date prior to the issuance of a definitive permanent Global
Security or other definitive Bearer Securities will be credited to the account
of the persons entitled thereto on such Interest Payment Date; (xiv) if a
temporary Global Security is to be issued with respect to such series, the terms
upon which interests in such temporary Global Security may be exchanged for
interests in a definitive permanent Global Security or for other definitive Debt
Securities of the series and the terms upon which interests in a definitive
permanent Global Security, if any, may be exchanged for definitive Debt
Securities of the series; (xv) any mandatory or optional sinking fund or
analogous provision; (xvi) the period or periods, if any, within which, and the
price or prices in the currency, currencies or currency unit or units in which,
such Debt Securities are payable pursuant to any optional or mandatory
redemption provisions; (xvii) whether the provisions of the Indenture relating
to the defeasance of Debt Securities shall apply to the series of Debt
Securities; (xviii) the terms and conditions, if any, upon which the Debt
Securities of such series may be repayable prior to maturity at the option
(which option may be conditional) of the Holder thereof (in which case the
Company will comply with the requirements of Section 14(e) and Rule 14e-1 under
the Exchange Act in connection therewith, if then applicable) and the price or
prices in the currency, currencies or currency unit or units in which
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<PAGE> 6
such Debt Securities are payable; (xix) any index used to determine the amount
of payments of principal of (and premium, if any) or interest, if any, on the
Debt Securities; (xx) if the amounts of payments of principal of, premium, if
any, or interest, if any, on the Debt Securities of the series may be, at the
election of the Company or a Holder thereof, determined with reference to an
index based on a coin or currency (including a composite currency) other than
that in which the Debt Securities of the series are stated to be payable, the
manner in which such amounts are to be determined; (xxi) the terms for
conversion or exchange, if any, of the Debt Securities; (xxii) the extent, if
any, to which payments by the Company under the Debt Securities will be net of
taxes or other charges imposed or levied by governmental authorities with the
power so to do; (xxiii) any provisions for payment of additional amounts for
taxes and any provision for redemption, in the event the Company must comply
with reporting requirements in respect of any Debt Security or must pay such
additional amounts in respect of any Debt Security; (xxiv) information with
respect to book-entry procedures, if any; and (xxv) any other terms of the Debt
Securities not inconsistent with the Indenture. All Debt Securities of any one
series need not be issued at the same time, and need not bear interest at the
same rate or mature on the same date.
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or foreign currency unit or units or if the
principal of (and premium, if any) or interest, if any, on any series of Debt
Securities is payable in a foreign currency or currencies or foreign currency
unit or units, the restrictions, elections, tax consequences, specific terms and
other information with respect to such issue of Debt Securities and such foreign
currency or currencies or foreign currency unit or units will be set forth in
the Prospectus Supplement relating thereto.
Some of the Debt Securities may be issued as Discounted Securities
(providing that upon redemption or acceleration of the maturity thereof an
amount less than the principal thereof shall become due and payable) to be sold
at a substantial discount below their stated principal amount. Federal income
tax consequences and other special considerations applicable to any Discounted
Securities will be described in the Prospectus Supplement relating thereto.
DENOMINATIONS, REGISTRATION AND TRANSFER
The Debt Securities of a series will be issuable as Registered Securities,
Bearer Securities or both. Debt Securities of a series may be issuable in the
form of one or more Global Securities, as described below under "Global
Securities". Unless otherwise provided in the Prospectus Supplement with respect
to a series of Debt Securities, Registered Securities denominated in U.S.
dollars will be issued only in denominations of $1,000 or any integral multiple
thereof and Bearer Securities denominated in U.S. dollars will be issued only in
denominations of $5,000 with coupons attached. Unless otherwise provided in the
Prospectus Supplement with respect to a series of Debt Securities, a Global
Security will be issued in a denomination equal to the aggregate principal
amount of outstanding Debt Securities of the series represented by such Global
Security. The Prospectus Supplement relating to a series of Debt Securities
denominated in a foreign or composite currency will specify the denominations
thereof.
In connection with its sale during the "restricted period" as defined in
Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury regulations
(generally, the first 40 days after the closing date and, with respect to unsold
allotments, until sold), no Bearer Security shall be mailed or otherwise
delivered to any location in the United States (as defined below under
"Limitations on Issuance of Bearer Securities") and any such Bearer Security
(other than a temporary Global Security in bearer form) may be delivered only if
the person entitled to receive such Bearer Security furnishes written
certification, in the form required by the Indenture, to the effect that such
Bearer Security is not being acquired by or on behalf of a United States person
(as defined under "Limitations on Issuance of Bearer Securities") or a resident
of Canada, or, if a beneficial interest in such Bearer Security is being
acquired by or on behalf of a United States person, that such United States
person is a person described in Section 1.163-5(c)(2)(i)(D)(6) of the United
States Treasury regulations or is a financial institution who has purchased such
Bearer Security for resale during the restricted period and who certifies that
it has not acquired such Bearer Security for purposes of resale to a United
States person or resident of Canada or to a person within the United States or
its possessions or Canada. See "Global Securities" and "Limitations on Issuance
of Bearer Securities".
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<PAGE> 7
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations. In addition, if Debt
Securities of any series are issuable as both Registered Securities and as
Bearer Securities, at the option of the Holder upon request confirmed in
writing, and subject to the terms of the Indenture, Bearer Securities (with all
unmatured coupons, except as provided below, and all matured coupons in default)
of such series will be exchangeable for Registered Securities of the same series
of any authorized denominations and of a like aggregate principal amount and
tenor. Unless otherwise indicated in an applicable Prospectus Supplement, any
Bearer Security surrendered in exchange for a Registered Security between a
Regular Record Date or a Special Record Date and the relevant date for payment
of interest shall be surrendered without the coupon relating to such date for
payment of interest and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the terms
of the Indenture. Except as provided in an applicable Prospectus Supplement,
Bearer Securities will not be issued in exchange for Registered Securities.
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer duly executed), at the
office of the Security Registrar or at the office of any transfer agent
designated by the Company for such purpose with respect to any series of Debt
Securities and referred to in an applicable Prospectus Supplement, without
service charge and upon payment of any taxes and other governmental charges as
described in the Indenture. Such transfer or exchange will be effected upon the
Security Registrar or such transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the request. The
Company has initially appointed the Trustee as Security Registrar under the
Indenture. If a Prospectus Supplement refers to any transfer agents (in addition
to the Security Registrar) initially designated by the Company with respect to
any series of Debt Securities, the Company may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that, if Debt Securities of a
series are issuable only as Registered Securities, the Company will be required
to maintain a transfer agent in each Place of Payment for such series and, if
Debt Securities of a series are issuable as Bearer Securities, the Company will
be required to maintain (in addition to the Security Registrar) a transfer agent
in a Place of Payment for such series located outside the United States. The
Company may at any time designate additional transfer agents with respect to any
series of Debt Securities.
In the event of any redemption in part, the Company shall not be required
to (i) issue, register the transfer of or exchange Debt Securities of any series
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Debt Securities of that series selected
to be redeemed and ending at the close of business on (A) if Debt Securities of
the series are issuable only as Registered Securities, the day of mailing of the
relevant notice of redemption, and (B) if Debt Securities of the series are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Debt Securities of that series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption; (ii) register the transfer of or exchange any Registered
Security, or portion thereof, called for redemption, except the unredeemed
portion of any Registered Security being redeemed in part; or (iii) exchange any
Bearer Security called for redemption, except to exchange such Bearer Security
for a Registered Security of that series and like tenor which is immediately
surrendered for redemption.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and interest, if any, on Registered
Securities (other than a Global Security) will be made at the office of such
Paying Agent or Paying Agents as the Company may designate from time to time,
except that at the option of the Company payment of any interest may be made (i)
by check mailed or delivered to the address of the Person entitled thereto as
such address shall appear in the Security Register or (ii) by wire transfer to
an account maintained by the Person entitled thereto as specified in
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<PAGE> 8
the Security Register. Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any instalment of interest on Registered Securities will
be made to the Person in whose name such Registered Security is registered at
the close of business on the Regular Record Date for such interest payment.
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and interest, if any, on Bearer Securities
will be payable, subject to any applicable laws and regulations, at the offices
of such Paying Agents outside the United States as the Company may designate
from time to time, except that at the option of the Company, payment of any
interest may be made by check or by transfer to an account maintained by the
payee outside the United States. Unless otherwise indicated in an applicable
Prospectus Supplement, payment of interest on Bearer Securities on any Interest
Payment Date will be made only against surrender of the coupon relating to such
Interest Payment Date. No payment of interest on a Bearer Security will be made
unless on the earlier of the date of the first such payment by the Company or
the date of delivery by the Company of a definitive Bearer Security, including a
permanent Global Security, a written certificate, in the form required by the
Indenture, is provided to the Company stating that on such date the Bearer
Security is not owned by or on behalf of a United States person (as defined
under "Limitations on Issuance of Bearer Securities") or resident of Canada or,
if a beneficial interest in such Bearer Security is owned by or on behalf of a
United States person, that such United States person is a person described in
Section 1.163-5(c)(2)(i)(D)(6) of the United States Treasury regulations or is a
financial institution who has purchased such Bearer Security for resale during
the restricted period and who certifies that it has not acquired such Bearer
Security for purposes of resale to a United States person or resident of Canada
or to a person within the United States or its possessions or Canada. No payment
with respect to any Bearer Security will be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained in the United States. Payments
will not be made in respect of Bearer Securities or coupons appertaining thereto
pursuant to presentation to the Company or its designated Paying Agents within
the United States or any other demand for payment to the Company or its
designated Paying Agents within the United States. Notwithstanding the
foregoing, payment of principal of (and premium, if any) and interest, if any,
on Bearer Securities denominated and payable in U.S. dollars will be made at the
office of the Company's Paying Agent in the United States if, and only if,
payment of the full amount thereof in U.S. dollars at all offices or agencies
outside the United States is illegal or effectively precluded by exchange
controls or other similar restrictions.
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in The City of New York will be designated as
the Company's sole Paying Agent for payments with respect to Debt Securities
which are issuable solely as Registered Securities. Any Paying Agents outside
the United States and any other Paying Agents in the United States initially
designated by the Company for the Debt Securities will be named in the related
Prospectus Supplement. The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agents or approve a change in
the office through which any Paying Agent acts, except that, if Debt Securities
of a series are issuable only as Registered Securities, the Company will be
required to maintain a Paying Agent in each Place of Payment for such series,
and if the Debt Securities of a series may be issuable as Bearer Securities, the
Company will be required to maintain (i) a Paying Agent in a Place of Payment
for that series in the United States for payments with respect to any Registered
Securities of the series (and for payments with respect to Bearer Securities of
the series in the circumstances described above, but not otherwise), (ii) a
Paying Agent in a Place of Payment located outside the United States where Debt
Securities of such series and any coupons appertaining thereto may be presented
and surrendered for payment; provided that if the Debt Securities of such series
are listed on the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent in Luxembourg or any other required city located
outside the United States, as the case may be, for the Debt Securities of such
series, and (iii) a Paying Agent in a Place of Payment located outside the
United States where (subject to applicable laws)
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Registered Securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company may be
served.
All moneys paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) and interest, if any, on any Debt Security
which remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will (subject to applicable laws) be
repaid to the Company and the Holder of such Debt Security or any coupon will
thereafter look only to the Company for payment thereof.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary identified in the Prospectus Supplement relating to such
series. Global Securities may be issued in either registered or bearer form and
in either temporary or permanent form. Permanent Global Securities will be
issued in definitive form. Unless and until it is exchanged for Debt Securities
in definitive form, including a permanent Global Security, a temporary Global
Security in registered form may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit the accounts of persons held with it with
the respective principal amounts of the Debt Securities represented by such
Global Security. Such accounts shall be designated by the underwriters or agents
with respect to such Debt Securities or by the Company if such Debt Securities
are offered and sold directly by the Company. Ownership of beneficial interests
in a Global Security will be limited to persons that have accounts with the
Depositary for such Global Security or its nominee ("participants") or persons
that may hold interests through participants. Ownership of interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary or its nominee (with
respect to interests of participants) for such Global Security and on the
records of participants (with respect to interests of persons other than
participants). The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or Holders thereof under the Indenture governing such Debt Securities.
Any payments of principal, premium or interest on Debt Securities
registered in the name of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Global Security representing such Debt Securities. Neither the Company, the
Trustee for such Debt Securities, any Paying Agent nor the Security Registrar
for such Debt Securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of the Global Security for such Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
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The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest, will
credit immediately participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of the Global
Security for such Debt Securities as shown on the records of such Depositary or
its nominee subject to the furnishing of the certificate described above under
"Payment and Paying Agents" in the case of a Global Security in which interests
are exchangeable for Bearer Securities. The Company also expects that payments
by participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such participants. Receipt by owners of beneficial interests
in a temporary Global Security of payments in respect of such temporary Global
Security will be subject, in the case of a Global Security in which interests
are exchangeable for Bearer Securities, to the furnishing of the certificate
described above under "Payment and Paying Agents".
If a Depositary for a series of Debt Securities is at any time unwilling or
unable to continue as depositary or if at any time a Depositary for a series of
Debt Securities ceases to be a clearing agency registered under the Exchange Act
and in each case a successor depositary is not appointed by the Company within
90 days, the Company will issue Debt Securities of such series in definitive
form in exchange for the Global Security representing such series of Debt
Securities. In addition, the Company may at any time and in its sole discretion
determine not to have the Registered Securities of a series represented by a
Global Security and, in such event, will issue Registered Securities of such
series in definitive form in exchange for the Global Security representing such
series of Registered Securities. Further, if the Company so specifies with
respect to the Debt Securities of a series, an owner of a beneficial interest in
a Global Security representing Debt Securities of such series may, on terms
acceptable to the Company and the Depositary for such Global Security, receive
Debt Securities of such series in definitive form. In any such instance, an
owner of a beneficial interest in a Global Security will be entitled to physical
delivery in definitive form of Debt Securities of the series represented by such
Global Security equal in principal amount to such beneficial interest and to
have such Debt Securities registered in its name (if the Debt Securities of such
series are issuable as Registered Securities). Debt Securities of such series so
issued in definitive form will be issued (a) as Registered Securities in
denominations, unless otherwise specified by the Company, of $1,000 and integral
multiples thereof if the Debt Securities of such series are issuable as
Registered Securities, (b) as Bearer Securities in the denomination, unless
otherwise specified by the Company, of $5,000 if the Debt Securities of such
series are issuable as Bearer Securities or (c) as either Registered or Bearer
Securities, if the Debt Securities of such series are issuable in either form.
See, however, "Limitations on Issuance of Bearer Securities" below for a
description of certain restrictions on the issuance of a Bearer Security in
definitive form in exchange for an interest in a temporary Global Security.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax laws and regulations, Bearer
Securities may not be offered or sold during the restricted period (as defined
under "Denominations, Registration and Transfer") or delivered in connection
with their sale during the restricted period in the United States or its
possessions or to United States persons (each as defined below) except to the
extent permitted under Section 1.163-5(c)(2)(i)(D) of the United States Treasury
regulations (the "D Rules"), and any underwriters, agents and dealers
participating in the offering of Debt Securities must agree that they will not
offer for sale or resale, or sell, Bearer Securities in the United States or its
possessions or to United States persons, except to the extent permitted under
the D Rules, nor deliver Bearer Securities within the United States.
Bearer Securities and any coupons appertaining thereto will bear a legend
substantially to the following effect: "Any United States person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code". Under Sections 165(j) and 1287(a) of the United States
Internal Revenue
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Code of 1986, as amended, and the regulations thereunder (the "Code"), Holders
that are United States persons (as defined below), with certain exceptions, will
not be entitled to deduct any loss on Bearer Securities and must treat as
ordinary income any gain realized on the sale or other disposition (including
the receipt of principal) of Bearer Securities.
As used herein, "United States person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States and an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, "United States" means the United States of America (including the States
and the District of Columbia) and "possessions" of the United States include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
TAX REDEMPTION; SPECIAL TAX REDEMPTION
If and to the extent specified in an applicable Prospectus Supplement, the
Debt Securities of a series will be subject to redemption at any time, as a
whole but not in part, at a redemption price equal to the principal amount
thereof together with accrued and unpaid interest to the date fixed for
redemption, upon publication of a notice as described below, if (x) the Company
determines that (a) as a result of any change in or amendment to the laws (or
any regulations or rulings promulgated thereunder) of Canada or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any
change in official position regarding application or interpretation of such
laws, regulations or rulings (including a holding by a court of competent
jurisdiction), which change or amendment is announced or becomes effective on or
after a date specified in the applicable Prospectus Supplement, the Company has
or will become obligated to pay, on the next succeeding Interest Payment Date,
additional amounts with respect to any Debt Security of such series as described
below under "Payment of Additional Amounts" or (b) on or after a date specified
in the applicable Prospectus Supplement, any action has been taken by any taxing
authority of, or any decision has been rendered in a court of competent
jurisdiction in Canada or any political subdivision or taxing authority thereof
or therein, including any of those actions specified in (a) above, whether or
not such action was taken or decision was rendered with respect to the Company,
or any change, amendment, application or interpretation shall be officially
proposed, which, in any such case, in the written opinion to the Company of
independent legal counsel of recognized standing, will result in a material
probability that the Company will become obligated to pay, on the next
succeeding Interest Payment Date, additional amounts with respect to any Debt
Security of such series and (y) in any such case the Company in its business
judgment determines that such obligation cannot be avoided by the use of
reasonable measures available to the Company; provided however, that (1) no such
notice of redemption may be given earlier than 90 days prior to the earliest
date on which the Company would be obligated to pay such additional amounts were
a payment in respect of the Debt Securities then due, and (2) at the time such
notice of redemption is given, such obligation to pay such additional amounts
remains in effect.
In the event that the Company elects or is required to redeem the Debt
Securities of such series pursuant to the provisions set forth in the preceding
paragraph, the Company shall deliver to the Trustee a certificate, signed by an
authorized officer, stating that the Company is entitled to redeem the Debt
Securities of such series pursuant to their terms.
Notice of intention to redeem the Debt Securities of such series and all
other notices in accordance with the provisions of the preceding paragraphs will
be given in accordance with "Notices" below. In the case of a redemption, notice
will be given once not more than 60 nor less than 30 days prior to the date
fixed for redemption and will specify the date fixed for redemption.
PAYMENT OF ADDITIONAL AMOUNTS
If and to the extent specified in an applicable Prospectus Supplement, the
Company will, subject to the exceptions and limitations set forth below, pay to
the Holder of any Debt Security or coupon who is a non-resident of Canada such
additional amounts as may be necessary in order that every net payment on
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such Debt Security or coupon, after withholding by the Company or any of its
Paying Agents for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by Canada
(or any political subdivision or taxing authority thereof or therein) will not
be less than the amount provided for in such Debt Security or in such coupon to
be then due and payable. However, the Company will not be required to make any
payment of additional amounts:
(1) to any Person in respect of whom such taxes are required to be
withheld or deducted as a result of his or it not dealing at arm's length
with the Company (within the meaning of the Income Tax Act of Canada);
(2) to any Person by reason of such Person being connected with Canada
otherwise than merely by holding or ownership of any series of Debt
Securities including without limitation a non-resident insurer who carries
on an insurance business in Canada and in a country other than Canada;
(3) to or on account of any Person who would not be liable for or
subject to deduction or withholding by making an appropriate claim for
exemption to the relevant tax authority if, after having been requested to
make such declaration or claim, such Person fails to do so;
(4) for or on account of any tax, assessment or other governmental
charge which would not have been so imposed but for the presentation by the
Holder of such Debt Security or coupon for payment on a date more than 10
days after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;
(5) for or on account of any estate, inheritance, gift, sales,
transfer, personal property tax or any similar tax, assessment or other
governmental charge;
(6) for or on account of any tax, assessment or other governmental
charge that is payable otherwise than by withholding from a payment on a
Debt Security or coupon;
(7) for or on account of any tax, assessment or other governmental
charge required to be withheld by any Paying Agent from any payment on a
Debt Security or coupon if such payment can be made without such
withholding by at least one other Paying Agent; or
(8) for any combination of items (1), (2), (3), (4), (5), (6) and (7);
nor will additional amounts be paid with respect to any payment on a Debt
Security or coupon to a Holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent such payment would be
required by the laws of Canada (or any political subdivision thereof) to be
included in the income for Canadian federal income tax purposes of a beneficiary
or settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to payment of the additional
amounts had such beneficiary, settlor, member or beneficial owner been the
Holder of such Debt Security or coupon.
EVENTS OF DEFAULT
The following are defined in the Indenture as Events of Default with
respect to each series of Debt Securities: (a) failure to pay principal or
premium, if any (or to make a mandatory sinking fund payment, if any), when due;
(b) failure to pay any interest within 30 days of the date when due; (c) failure
to perform any other covenant of the Company contained in the Indenture (other
than a covenant included in the Indenture solely for the benefit of series of
Debt Securities other than that series) for a period of 90 days after written
notice thereof is given to the Company by the Trustee, or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the
outstanding principal amount of a series of Debt Securities; and (d) certain
events of bankruptcy, insolvency or reorganization. Additional Events of Default
may be established for particular series of Debt Securities.
If an Event of Default occurs and is continuing with respect to any series
of Debt Securities, the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Debt Securities of such series may, subject
to any subordination provisions thereof, declare the entire principal amount (or
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such lesser amount as may be provided with respect to Discounted Securities) of
all Debt Securities of such series to be due and payable immediately. However,
at any time after a declaration of acceleration with respect to any series of
Debt Securities has been made, but before a judgment or decree based on such
declaration has been obtained, the Holders of a majority in principal amount of
the outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration. Holders of Debt Securities may not enforce
the Indenture or the Debt Securities, except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Debt Securities. Subject to certain limitations, Holders of a
majority in principal amount of the outstanding Debt Securities of a particular
series may direct the Trustee in its exercise of any trust or power. The Company
will furnish the Trustee with an annual certificate of certain of its officers
certifying, to the best of its knowledge, whether the Company is in default and
specifying the nature and status of any such default. The Trustee may withhold
from Holders of Debt Securities notice of any continuing default (except a
default in payment) if it determines in good faith that the withholding of such
notice is in the interest of such Holders.
A judgment for money damages by courts in the United States, including a
money judgment based on an obligation expressed in a foreign currency, will
ordinarily be rendered only in U.S. dollars. New York statutory law provides
that a court shall render a judgment or decree in the foreign currency of the
underlying obligation and that the judgment or decree shall be converted into
U.S. dollars at the exchange rate prevailing on the date of entry of the
judgment or decree.
If, for the purpose of obtaining a judgment in any court with respect to
any obligation of the Company under any Debt Security or any related coupon, it
becomes necessary to convert into any other currency or currency unit any amount
in the currency or currency unit due under such Debt Security or coupon, the
conversion will be made by the Currency Determination Agent appointed pursuant
to the Indenture with respect to such Debt Security at the Market Exchange Rate
in effect on the date of entry of the judgment (the "Judgment Date"). If
pursuant to any such judgment, conversion is made on a date (the "Substitute
Date") other than the Judgment Date and a change has occurred between the Market
Exchange Rate in effect on the Judgment Date and the Market Exchange Rate in
effect on the Substitute Date, the Indenture requires the Company to pay such
additional amounts (if any) as may be necessary to ensure that the amount paid
is equal to the amount in such other currency or currency unit which, when
converted at the Market Exchange Rate in effect on the Judgment Date, is the
amount then due under such Debt Security or coupon. The Company will not,
however, be required to pay more in the currency or currency unit due under such
Debt Security or coupon at the Market Exchange Rate in effect when payment is
made than the amount of currency or currency unit stated to be due under such
Debt Security or coupon, and the Company will be entitled to withhold (or be
reimbursed for, as the case may be) any excess of the amount actually realized
upon any such conversion over the amount due and payable on the date of payment.
Directors, officers, employees or shareholders of the Company will not have
any liability for any obligations of the Company under the Debt Securities or
the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Debt Securities, by accepting a
Debt Security, waives and releases all such liability. The waiver and the
release are part of the consideration for the issue of the Debt Securities.
The occurrence of an Event of Default under the Indenture may cause the
occurrence of a default under the terms of other indebtedness of the Company and
its subsidiaries.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not consolidate or amalgamate with or merge into any other
corporation, or convey, transfer or lease its assets substantially as an
entirety to, any person, unless (a) the corporation formed by or continuing from
such consolidation or amalgamation or into which the Company is merged or the
person which acquires or leases the assets of the Company substantially as an
entirety (i) is organized and existing under the laws of any Canadian or United
States jurisdiction, and (ii) assumes the Company's obligations on the Debt
Securities and under the Indenture, (b) after giving effect to such
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transaction no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing, and (c) certain other conditions are met, provided that the Company
may consolidate or amalgamate with or merge into a direct or indirect
majority-owned subsidiary of the Company if the Company is the surviving
corporation and the condition set forth in clause (b) above is met.
SATISFACTION AND DISCHARGE
Except as may otherwise be set forth in the Prospectus Supplement relating
to a series of Debt Securities, the Indenture provides that the Company shall be
discharged from its obligations under the Debt Securities of such series (with
certain exceptions) at any time prior to the Stated Maturity or redemption of
the Debt Securities of such series when (a) the Company has irrevocably
deposited with the Trustee, in trust, (i) sufficient funds in the currency,
currencies, currency unit or units in which the Debt Securities of such series
are payable to pay the principal of (and premium, if any) and interest, if any,
to Stated Maturity (or redemption) on, the Debt Securities of such series, or
(ii) such amount of direct obligations of, or obligations the principal of (and
premium, if any) and interest, if any, on which are fully guaranteed by, the
government which issued the currency, and are payable in the currency, in which
the Debt Securities of such series are payable, and which are not subject to
prepayment, redemption or call, as will, together with the predetermined and
certain income to accrue thereon without consideration of any reinvestment
thereof, be sufficient to pay when due the principal of (and premium, if any)
and interest, if any, to Stated Maturity (or redemption) on, the Debt Securities
of such series, or, (iii) such amount equal to the amount referred to in clause
(i) or (ii) in any combination of currency or currency unit or government
obligations, (b) the Company has paid all other sums payable with respect to the
Debt Securities of such series, (c) unless otherwise set forth in such
Prospectus Supplement, the Company has delivered to the Trustee an opinion of
counsel to the effect that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (ii) since the date of
the Indenture there has been a change in applicable United States federal income
tax law, in either case to the effect that, and based upon which such opinion of
counsel shall confirm that, the Holders of Debt Securities of such series will
not recognize income, gain or loss for United States federal income tax purposes
as a result of such discharge and will be subject to United States federal
income tax on the same amount and in the same manner and at the same time as
would have been the case if such discharge had not occurred and (d) certain
other conditions are met. Upon such discharge, the Holders of the Debt
Securities of such series shall no longer be entitled to the benefits of the
Indenture, except for certain rights, including registration of transfer and
exchange of the Debt Securities of such series and replacement of mutilated,
destroyed, lost or stolen Debt Securities, and shall look only to such deposited
funds or obligations.
DEFEASANCE OF CERTAIN OBLIGATIONS
If the terms of the Debt Securities of any series so provide, the Company
may omit to comply with certain designated covenants in the Indenture and any
such omission with respect to such covenants shall not be an Event of Default
with respect to the Debt Securities of such series, if (a) the Company deposits
or causes to be deposited with the Trustee for the Debt Securities of such
series in trust an amount of (i) cash in the currency or currency unit in which
the Debt Securities of such series are payable (except as otherwise specified
with respect to the Debt Securities of such series), (ii) government obligations
of the type referred to under "Satisfaction and Discharge" or (iii) a
combination of such cash and government obligations, which amount, in the case
of (ii) or (iii), together with the predetermined and certain income to accrue
on any such government obligations when due (without the consideration of any
reinvestment thereof), is sufficient to pay and discharge when due the entire
indebtedness on all such outstanding Debt Securities of such series and any
related coupons for unpaid principal (and premium, if any) and interest, if any,
to the Stated Maturity or any Redemption Date, as the case may be and (b)
certain other conditions are met. The obligations of the Company under the
Indenture with respect to the Debt Securities of such series, other than with
respect to the covenants referred to above shall remain in full force and
effect.
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MEETINGS, MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of more than 50% in principal
amount of the outstanding Debt Securities of each series issued under the
Indenture affected by such modification or amendment; provided, however, that no
such modification or amendment may, without the consent of the Holder of each
outstanding Debt Security affected thereby, (a) change the Stated Maturity of
the principal of, or any instalment of principal of or interest, if any, on any
Debt Security, (b) reduce the principal amount of (or premium, if any) or
interest, if any, on any Debt Security, (c) change any obligation of the Company
to pay additional amounts as set forth under "Payment of Additional Amounts",
(d) reduce the amount of principal of a Discounted Security payable upon
acceleration of the Maturity thereof, (e) change the Place of Payment, (f)
change the currency or currency unit of payment of principal of (or premium, if
any) or interest, if any, on any Debt Security, (g) impair the right to
institute suit for the enforcement of any payment on or with respect to any Debt
Security on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or (h) reduce the percentage in principal
amount of outstanding Debt Securities of any series, the consent of the Holders
of which is required for modification or amendment of the applicable Indenture
or for waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults.
The Holders of not less than a majority in principal amount of the
outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of that series waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture.
The Holders of not less than a majority in principal amount of the outstanding
Debt Securities of any series may on behalf of the Holders of all Debt
Securities of that series and any coupons appertaining thereto waive any past
default under the Indenture with respect to that series, except a default in the
payment of the principal of (or premium, if any) and interest, if any, on any
Debt Security of that series or in respect of a provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each outstanding Debt Security of that series affected. The Indenture or the
Debt Securities may be amended or supplemented, without the consent of any
Holder of Debt Securities, to cure any ambiguity or inconsistency or to make any
change that does not have a materially adverse effect on the rights of any
Holder of Debt Securities.
The Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series if Debt Securities of that series are issuable as
Bearer Securities. A meeting may be called at any time by the Trustee, and also,
upon request, by the Company or the Holders of at least 10% in principal amount
of the outstanding Debt Securities of such series, in any such case upon notice
given in accordance with "Notices" below. Any resolution passed or decision
taken at any meeting of Holders of Debt Securities of any series duly held in
accordance with the Indenture will be binding on all Holders of Debt Securities
of that series and the related coupons. The quorum at any meeting called to
adopt a resolution, and at any reconvened meeting, will be persons holding or
representing a majority in principal amount of the outstanding Debt Securities
of a series.
NOTICES
Except as may otherwise be set forth in an applicable Prospectus Supplement
relating to a series of Debt Securities, notices to Holders of Bearer Securities
will be given by publication in a daily newspaper in the English language of
general circulation in The City of New York and in London, and so long as such
Bearer Securities are listed on the Luxembourg Stock Exchange and the Luxembourg
Stock Exchange shall so require, in a daily newspaper of general circulation in
Luxembourg or, if not practical, elsewhere in Western Europe. Such publication
is expected to be made in The Wall Street Journal, the Financial Times and the
Luxemburger Wort. Notices to Holders of Registered Securities will be given by
mail to the addresses of such Holders as they appear in the Security Register.
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<PAGE> 16
TITLE
Title to any temporary Global Security, any permanent Global Security, and
Bearer Securities and any coupons appertaining thereto will pass by delivery.
The Company, the Trustee and any agent of the Company or the Trustee may treat
the bearer of any Bearer Security and the bearer of any coupon and the
registered owner of any Registered Security as the absolute owner thereof
(whether or not such Debt Security or coupon shall be overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes.
GOVERNING LAW
The Debt Securities and the Indenture will be governed by and construed in
accordance with the laws of the State of New York.
CONSENT TO SERVICE
Pursuant to the Indenture, the Company has irrevocably designated The Bank
of New York as its authorized agent for service of process in any legal action
or proceeding arising out of or relating to the Indenture or the Debt Securities
brought in any federal or state court in New York City and has irrevocably
submitted to the jurisdiction of such courts. Such designation does not
constitute consent to service of process in any legal action or proceeding
predicated upon the Securities Act.
TRUSTEE
The Trustee acts as depository for funds of, makes loans (which may rank
senior to certain series of Debt Securities) to, and performs other services
for, the Company and its subsidiaries in the ordinary course of business. The
Trustee also acts as trustee for the Company's 6.875% Debentures due September
1, 2023, 8.35% Debentures due January 15, 2022, 8.35% Debentures due November
15, 2006, 6.50% Debentures due April 1, 2003 and Medium-Term Notes, Series A,
that may be issued from time to time, and as trustee for the following
securities issued by Joseph E. Seagram & Sons, Inc., a subsidiary of the
Company, and guaranteed by the Company: 9% Guaranteed Debentures due August 15,
2021, 9.65% Guaranteed Debentures due August 15, 2018, 8 7/8% Guaranteed
Debentures due September 15, 2011, 7% Guaranteed Debentures due April 15, 2008,
8 3/8% Guaranteed Debentures due February 15, 2007 and Guaranteed Medium-Term
Notes, Series A, that may be issued from time to time.
DESCRIPTION OF CAPITAL STOCK
The following brief summary of the Company's capital stock does not purport
to be complete and is qualified in its entirety by reference to all the
provisions of the Company's Articles of Amalgamation and its By-laws. The
particular terms and provisions of Securities offered by a Prospectus
Supplement, and the extent to which the general terms and provisions described
below may apply thereto, will be described in the Prospectus Supplement relating
to such Securities.
The authorized capital of the Company currently consists of an unlimited
number of Common Shares, of which 373,561,035 Common Shares were outstanding at
May 31, 1996, and an unlimited number of Preferred Shares, none of which is
outstanding.
PREFERRED SHARES
Preferred Shares are divided into two classes, first preferred shares
without nominal or par value ("First Preferred Shares") and second preferred
shares without nominal or par value ("Second Preferred Shares"). First Preferred
Shares rank in priority to Common Shares as to the payment of dividends and the
distribution of assets in the event of the liquidation, dissolution or
winding-up of the Company, and Second Preferred Shares rank in priority to
Common Shares and junior to First Preferred Shares with respect to such matters.
First Preferred Shares and Second Preferred Shares are issuable in
15
<PAGE> 17
series. Accordingly, the Board of Directors of the Company is empowered to
determine, without further shareholder approval except as required by the laws
or regulations governing the Company, the number, designation, rights,
privileges, restrictions and conditions to be attached to the Preferred Shares
of each series, including the dividend rights, voting rights, if any, conversion
rights, if any, and redemption and purchase provisions, if any, and the
restrictions, if any, respecting payment of dividends on Common Shares or any
other shares of the Company ranking junior to the shares of the series.
Reference is made to the Prospectus Supplement for the following terms of
the particular series of Preferred Shares being offered thereby: (i) provisions,
if any, with respect to the rights of holders of the series to receive notice of
or to attend any meeting of the shareholders of the Company or to vote at any
such meeting; (ii) the rate, amount or method of calculation of preferential
dividends, whether fixed or fluctuating, whether cumulative or non-cumulative,
whether payable in money or by the issue of fully paid Common Shares or
Preferred Shares, the currency or currencies of payment, the date or dates and
places of payment and the date or dates from which such dividends shall accrue;
(iii) the rights of the Company, if any, to purchase or redeem the shares of the
series and, if so, the purchase or redemption price or the method of calculating
the same and the terms and conditions of any such purchase or redemption; (iv)
provisions, if any, with respect to the rights of the holders of the shares of
the series to tender such shares to the Company for purchase by the Company and
to oblige the Company to make such purchase; (v) conversion rights, if any; (vi)
the terms and conditions of any share purchase plan or sinking fund with respect
to the shares of the series; (vii) the restrictions, if any, respecting payment
of dividends on Common Shares or on any other shares of the Company ranking
junior to the shares of the series; and (viii) a discussion of certain United
States federal and Canadian income tax considerations, if any, applicable to
shares of the series.
COMMON SHARES
Each Common Share entitles the holder thereof to one vote at all meetings
of shareholders of the Company except meetings at which only the holders of
another specified class or series of shares are entitled to vote. Subject to the
rights, privileges, restrictions and conditions attaching to First Preferred
Shares, Second Preferred Shares and to any other class or series of shares of
the Company which rank prior to Common Shares, (i) holders of Common Shares are
entitled to receive dividends as and when declared on Common Shares by the Board
of Directors of the Company and (ii) upon liquidation, dissolution or winding-up
of the Company, holders of Common Shares are entitled to the remaining property
of the Company. Holders of Common Shares are not, as such, entitled to any
preemptive rights to acquire any securities of the Company.
At April 30, 1996, Joseph E. Seagram & Sons, Inc., a subsidiary of the
Company, had outstanding Liquid Yield Option Notes ("LYONs"), which are
guaranteed by the Company on a subordinated basis and convertible into 683,793
Common Shares at a conversion rate of 18.44 shares for each $1,000 face amount
LYON. The LYONs mature on March 5, 2006. At January 31, 1996, 23,001,155 Common
Shares were potentially issuable upon the exercise of employee stock options, of
which 16,118,472 were exercisable at such date.
The Company furnishes to holders of Common Shares annual reports containing
audited financial statements and quarterly reports containing unaudited
financial summaries. The transfer agents and registrars for the Common Shares
are The R-M Trust Company and Chemical Mellon Shareholder Services, L.L.C.
Under Canadian income tax legislation in effect on the date of this
Prospectus, payment of dividends by the Company to holders of Common Shares not
resident in Canada is subject to Canadian withholding tax. For holders resident
in the United States, 15% of the dividends must generally be withheld pursuant
to existing treaty arrangements between the United States and Canada. For
holders resident in other countries, the withholding rate varies depending upon
the existence and terms of applicable treaties between such other countries and
Canada. In the case of a United States shareholder, the amount of tax withheld
in Canada will, in general, be deductible from gross income. Alternatively, at
the election of the
16
<PAGE> 18
taxpayer, subject to various conditions and limitations, the amount withheld in
Canada may be credited against the amount of United States income tax
(including, under certain circumstances, a portion of any alternative minimum
tax) for which the taxpayer is otherwise liable. Due to the fact that the
Company is a Canadian corporation that is not engaged in a trade or business in
the United States, dividends received by a United States shareholder will not
qualify for the partial dividends received deduction allowable to corporations.
The foregoing is provided for purposes of general information only. Prospective
investors are urged to consult with their own tax advisors with respect to
United States federal, state and local and foreign tax consequences of the
ownership and disposition of Common Shares.
DESCRIPTION OF WARRANTS
The following description of the terms of Warrants sets forth certain
general terms and provisions to which any Prospectus Supplement may relate. The
particular terms and provisions of Warrants offered by a Prospectus Supplement,
and the extent to which the general terms and provisions described below may
apply thereto, will be described in the Prospectus Supplement relating to such
Warrants.
The Company may issue Warrants, including Warrants to purchase Debt
Securities ("Debt Warrants"), Warrants to purchase Common Shares or Preferred
Shares ("Stock Warrants") or Warrants to purchase other securities or
currencies. Warrants may be issued independently of or together with any other
securities and may be attached to or separate from such securities. Each series
of Warrants will be issued under a separate Warrant Agreement (each, a "Warrant
Agreement") to be entered into between the Company and a Warrant Agent ("Warrant
Agent"). The Warrant Agent will act solely as an agent of the Company in
connection with the Warrants of such series and will not assume any obligation
or relationship of agency for or with holders or beneficial owners of Warrants.
DEBT WARRANTS
Reference is made to the Prospectus Supplement for the following terms of
the particular series of Debt Warrants being offered thereby: (i) the title of
such Debt Warrants; (ii) the offering price for such Debt Warrants, if any;
(iii) the aggregate number of such Debt Warrants; (iv) the designation and terms
of the Debt Securities purchasable upon exercise of such Debt Warrants; (v) if
applicable, the designation and terms of the securities with which such Debt
Warrants are issued and the number of such Debt Warrants issued with each such
security; (vi) if applicable, the date from and after which such Debt Warrants
and any securities issued therewith will be separately transferable; (vii) the
principal amount of Debt Securities purchasable upon exercise of a Debt Warrant
and the price at which such principal amount of Debt Securities may be purchased
upon exercise; (viii) the date on which the right to exercise such Debt Warrants
shall commence and the date on which such right shall expire; (ix) if
applicable, the minimum or maximum amount of such Debt Warrants that may be
exercised at any one time; (x) whether the Debt Warrants represented by Debt
Warrant certificates or Debt Securities that may be issued upon exercise of the
Debt Warrants will be issued in registered or bearer form; (xi) information with
respect to book-entry procedures, if any; (xii) if other than U.S. dollars, the
currency, currencies or currency unit or units in which the offering price, if
any, and the exercise price are payable; (xiii) if applicable, a discussion of
certain United States federal and Canadian income tax considerations; (xiv) the
antidilution provisions of such Debt Warrants, if any; (xv) the redemption or
call provisions, if any, applicable to such Debt Warrants; and (xvi) any
additional terms of the Debt Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Debt Warrants.
STOCK WARRANTS
Reference is made to the Prospectus Supplement for the following terms of
the particular series of Stock Warrants being offered thereby: (i) the title of
such Stock Warrants; (ii) the offering price of such Stock Warrants, if any;
(iii) the aggregate number of such Stock Warrants; (iv) the designation and
terms of the Common Shares or Preferred Shares purchasable upon exercise of such
Stock Warrants; (v) if applicable, the designation and terms of the securities
with which such Stock Warrants are issued and the number of such Stock Warrants
issued with each such security; (vi) if applicable, the date from and
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<PAGE> 19
after which such Stock Warrants and any securities issued therewith will be
separately transferable; (vii) the number of Common Shares or Preferred Shares
purchasable upon exercise of a Stock Warrant and the price at which such shares
may be purchased upon exercise; (viii) the date on which the right to exercise
such Stock Warrants shall commence and the date on which such right shall
expire; (ix) if applicable, the minimum or maximum amount of such Stock Warrants
that may be exercised at any one time; (x) if other than U.S. dollars, the
currency, currencies or currency unit or units in which the offering price, if
any, and the exercise price are payable; (xi) if applicable, a discussion of
certain United States federal and Canadian income tax considerations; (xii) the
antidilution provisions of such Stock Warrants, if any; (xiii) the redemption or
call provisions, if any, applicable to such Stock Warrants; and (xiv) any
additional terms of such Stock Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Stock Warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The following description of the terms of Stock Purchase Contracts and
Stock Purchase Units sets forth certain general terms and provisions to which
any Prospectus Supplement may relate. The particular terms and provisions of
Stock Purchase Contracts and Stock Purchase Units offered by a Prospectus
Supplement, the extent to which the general terms and provisions described below
may apply thereto and, if applicable, certain United States federal and Canadian
income tax considerations will be described in the Prospectus Supplement
relating to such Stock Purchase Contracts and Stock Purchase Units.
The Company may issue Stock Purchase Contracts obligating holders to
purchase from the Company, and the Company to sell to the holders, a specified
number of equity securities ("Applicable Securities") at a future date or dates.
The price per share of Applicable Securities may be fixed at the time the Stock
Purchase Contracts are issued or may be determined by reference to a specific
formula set forth in the Stock Purchase Contracts. The Stock Purchase Contracts
may be issued separately or as a part of units ("Stock Purchase Units")
consisting of a Stock Purchase Contract and Debt Securities or other debt
obligations, including U.S. Treasury securities, securing the obligations of
holders to purchase Applicable Securities under the Stock Purchase Contracts.
The Stock Purchase Contracts may require the Company to make periodic payments
to the holders of the Stock Purchase Units or vice versa, and such payments may
be unsecured or prefunded on some basis. The Stock Purchase Contracts may
require holders to secure their obligations thereunder in a specified manner.
PLAN OF DISTRIBUTION
GENERAL
The Company may sell all or part of the Securities from time to time on
terms determined at the time such Securities are offered for sale to or through
underwriters or through selling agents, and also may sell such Securities
directly to other purchasers. The names of any such underwriters or selling
agents in connection with the offer and sale of the Securities will be set forth
in the Prospectus Supplement relating thereto.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Securities, underwriters may receive
compensation from the Company or from purchasers of Securities for whom they may
act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the Underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Securities by
them may
18
<PAGE> 20
be deemed to be underwriting discounts and commissions, under the Securities
Act. Any such compensation received from the Company will be described in the
Prospectus Supplement.
Underwriters, dealers, selling agents and other persons may be entitled,
under agreements which may be entered into with the Company, to indemnification
by the Company against certain civil liabilities, including liabilities under
the Securities Act.
The Securities will not be qualified for sale under the securities laws of
Canada or any province or territory of Canada, unless a Prospectus Supplement
indicates otherwise with respect to a particular series of Securities, and may
not be offered or sold, directly or indirectly, in Canada or to residents of
Canada in contravention of the securities laws of Canada or any province or
territory thereof. Each underwriter, selling agent and dealer participating in
the distribution of the Securities must agree that it will not offer or sell,
directly or indirectly, any such Securities acquired by it in connection with a
distribution in Canada unless the Prospectus Supplement indicates otherwise or
to residents thereof in contravention of the securities laws of Canada or any
province or territory thereof. Any reoffers or resales in Canada must be made in
compliance with the requirements of applicable securities laws.
Except for Common Shares, the Securities sold will constitute a new issue
of securities with no established trading market. In the event that Securities
offered hereunder are not listed on a national securities exchange, certain
broker-dealers may make a market in the Securities, but will not be obligated to
do so and may discontinue any market making at any time without notice. No
assurance can be given that any broker-dealer will make a market in the
Securities or as to the liquidity of the trading market for the Securities.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, the Company may authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. The obligations of any purchaser under any such contract will be
subject to the condition that the purchase of the offered Securities shall not
at the time of delivery be prohibited under the laws of the jurisdiction to
which such purchaser is subject. The underwriters and such other agents will not
have any responsibility in respect of the validity or performance of such
contracts.
LEGAL MATTERS
Certain legal matters relating to the validity of the Securities will be
passed upon for the Company by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), United States counsel for the Company, and
Goodman Phillips & Vineberg, Canadian counsel for the Company, and for any
underwriters or selling agents by Sullivan & Cromwell, United States counsel for
such underwriters or selling agents. Simpson Thacher & Bartlett and Sullivan &
Cromwell will pass only upon matters of United States and New York law and
Goodman Phillips & Vineberg will pass only upon matters of the laws of the
Province of Quebec and Canada.
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<PAGE> 21
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
incorporated in this Prospectus by reference to the 1996 10-K Report have been
so incorporated in reliance on the report of Price Waterhouse, chartered
accountants, given on the authority of such firm as experts in auditing and
accounting.
The consolidated financial statements of MCA Holding I Corp. ("MCA
Holding"), the parent of MCA INC., for each of the years in the three-year
period ended December 31, 1994, have been incorporated in this Prospectus by
reference to the Current Report on Form 8-K dated June 5, 1995, as amended, in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated in this Prospectus by reference herein, and upon the
authority of such firm as experts in accounting and auditing.
During the fiscal year ended January 31, 1995, the Company owned
approximately 24% of the outstanding common stock of E. I. du Pont de Nemours
and Company ("DuPont"). The consolidated financial statements of DuPont have
been incorporated in this Prospectus by reference to the 1996 10-K Report (which
incorporates such financial statements by reference to the DuPont Annual Report
on Form 10-K for the year ended December 31, 1994) and have been audited by
Price Waterhouse LLP, independent accountants. DuPont's consolidated financial
statements have been so incorporated in reliance on the report of Price
Waterhouse LLP, given on the authority of such firm as experts in auditing and
accounting.
JURISDICTION RESPECTING THE COMPANY
The Company is a Canadian corporation and certain of its directors and
officers and the experts referred to herein are citizens or residents of
countries other than the United States. A substantial portion of the assets of
the Company and of such persons are located outside the United States.
Accordingly, it may be difficult for investors to obtain jurisdiction over the
Company and such directors and officers and experts in courts in the United
States in actions predicated on the civil liability provisions of the United
States federal securities laws or to enforce against the Company or such persons
judgments obtained in such actions; to obtain judgments against the Company or
such persons in original actions in Canadian or other foreign courts predicated
solely upon the United States federal securities laws; or to enforce against the
Company or such persons in Canadian or other foreign courts judgments of courts
in the United States predicated upon the civil liability provisions of the
United States federal securities laws.
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<PAGE> 22
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE UNDERWRITERS OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS
PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
PAGE
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Use of Proceeds........................ 3
Ratio of Earnings to Fixed Charges..... 3
Description of Debt Securities......... 3
Description of Capital Stock........... 15
Description of Warrants................ 17
Description of Stock Purchase Contracts
and Stock Purchase Units............. 18
Plan of Distribution................... 18
Legal Matters.......................... 19
Experts................................ 20
Jurisdiction Respecting the Company.... 20
</TABLE>
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$400,000,000
THE SEAGRAM COMPANY LTD.
DEBT SECURITIES
PREFERRED SHARES
COMMON SHARES
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
LOGO
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<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The amount of expenses in connection with the issuance and distribution of
the securities which are being registered hereby, other than underwriting
discounts and commissions, is estimated as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee.................................... $ 100
Costs of printing and engraving.................................................. 70,000
Legal fees and expenses.......................................................... 100,000
Blue Sky fees and expenses....................................................... 15,000
Accounting fees and expenses..................................................... 75,000
Trustee's fee.................................................................... 25,000
Rating agencies' fees............................................................ 125,000
Miscellaneous.................................................................... 39,900
---------
Total.................................................................. $ 450,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 124, Subsections (1) through (4), of the Canada Business
Corporations Act (the "Act") provides as follows:
"124. Indemnification. -- (1) Except in respect of an action by or on
behalf of the corporation or body corporate to procure a judgment in its
favour, a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person
who acts or acted at the corporation's request as a director or officer of
a body corporate of which the corporation is or was a shareholder or
creditor, and his heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a party
by reason of being or having been a director or officer of such corporation
or body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
(2) Indemnification in derivative actions. -- A corporation may with
the approval of a court indemnify a person referred to in subsection (1) in
respect of an action by or on behalf of the corporation or body corporate
to procure a judgment in its favour, to which he is made a party by reason
of being or having been a director or an officer of the corporation or body
corporate, against all costs, charges and expenses reasonably incurred by
him in connection with such action if he fulfils the conditions set out in
paragraphs (1)(a) and (b).
(3) Indemnity as of right. -- Notwithstanding anything in this
section, a person referred to in subsection (1) is entitled to indemnity
from the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defence of any civil,
criminal or administrative action or proceeding to which he is made a party
by reason of being or having been a director or officer of the corporation
or body corporate, if the person seeking indemnity
(a) was substantially successful on the merits in his defence of the
action or proceeding; and
(b) fulfils the conditions set out in paragraphs (1)(a) and (b).
(4) Directors' and officers' insurance. -- A corporation may purchase
and maintain insurance for the benefit of any person referred to in
subsection (1) against any liability incurred by him
(a) in his capacity as a director or officer of the corporation,
except where the liability relates to his failure to act
honestly and in good faith with a view to the best interests of
the corporation, or
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<PAGE> 24
(b) in his capacity as a director or officer of another body
corporate where he acts or acted in that capacity at the
corporation's request, except where the liability relates to
his failure to act honestly and in good faith with a view to
the best interests of the body corporate."
Sections 7.02 and 7.03 of the General By-Laws of The Seagram Company Ltd.
provide as follows:
"Section 7.02 -- Indemnity. Without in any manner derogating from or
limiting the mandatory provisions of the Act but subject to the conditions
contained therein, the Corporation shall indemnify a director or officer of
the Corporation, a former director or officer of the Corporation, or a
person who acts or acted at the Corporation's request as a director or
officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made
a party by reason of being or having been a director or officer of the
Corporation or such body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he has reasonable
grounds for believing that his conduct was lawful.
Section 7.03 -- Insurance. Subject to the limitations contained in the
Act, the Corporation may purchase and maintain such insurance for the
benefit of the persons mentioned in Section 7.02, as the board may from
time to time determine."
The directors and officers of the Registrant are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by the Registrant.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
1 -- Underwriting Agreement General Terms and Provisions and forms of a
Pricing Agreement and a Delayed Delivery Contract (incorporated by
reference to Exhibit 1 to Registration Statement on Form S-3 (No.
33-42632) of The Seagram Company Ltd.).
</TABLE>
<TABLE>
<S> <C>
4(a) -- Articles of Amalgamation dated February 1, 1995 between The Seagram
Company Ltd. and Centenary Distillers Ltd. (incorporated by
reference to Exhibit 3(a) of the Annual Report on Form 10-K of The
Seagram Company Ltd. for the fiscal year ended January 31, 1995),
as amended by Certificate and Articles of Amendment dated May 31,
1995 (incorporated by reference to Exhibit 3(a) of the Quarterly
Report on Form 10-Q of The Seagram Company Ltd. for the fiscal
quarter ended April 30, 1995).
(b) -- General By-Laws of The Seagram Company Ltd., as amended (incorporated
by reference to Exhibit 3(b) of the Quarterly Report on Form 10-Q
of The Seagram Company Ltd. for the fiscal quarter ended April 30,
1996).
(c) -- Indenture dated as of September 15, 1991 between The Seagram Company
Ltd. and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4(f) of the Current Report on Form 8-K of The
Seagram Company Ltd. dated November 8, 1991, as amended).
(d) -- Form of Debt Security (incorporated by reference to Exhibit 4(b) to
Registration Statement on Form S-3 (No. 33-67772) of The Seagram
Company Ltd.).
(e) -- Form of Medium Term Note, Series A (Fixed Rate) (incorporated by
reference to Exhibit 4(b) of the Current Report on Form 8-K of The
Seagram Company Ltd. dated November 8, 1991, as amended).
(f) -- Form of Medium Term Note, Series A (Floating Rate) (incorporated by
reference to Exhibit 4(c) of the Current Report on Form 8-K of The
Seagram Company Ltd. dated November 8, 1991, as amended).
5(a)** -- Opinion and Consent of Simpson Thacher & Bartlett.
(b)** -- Opinion and Consent of Goodman Phillips & Vineberg.
12* -- Computation of ratio of earnings to fixed charges.
</TABLE>
II-2
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
23(a)* -- Consent of Price Waterhouse, chartered accountants, with respect to
the financial statements of The Seagram Company Ltd.
(b)* -- Consent of Price Waterhouse LLP, independent accountants, with
respect to the financial statements of E. I. du Pont de Nemours and
Company.
(c)* -- Consent of KPMG Peat Marwick LLP, independent certified public
accountants, with respect to the financial statements of MCA
Holding I Corp.
(d) -- Consents of Simpson Thacher & Bartlett and Goodman Phillips &
Vineberg are included in their opinions filed as Exhibits 5(a) and
5(b), respectively.
25** -- Power of Attorney.
26** -- Statement of Eligibility of Trustee.
</TABLE>
- ---------------
*Filed herewith.
**Previously filed.
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
Act;
(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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of a Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the provisions described in 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 the 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 in the successful
defense of any action, suit or proceeding) is asserted against the Registrant by
such director, officer or controlling person, in connection with the securities
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 is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 26
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE SEAGRAM
COMPANY LTD. 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
AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MONTREAL, PROVINCE OF
QUEBEC, CANADA, ON AUGUST 27, 1996.
THE SEAGRAM COMPANY LTD.
(REGISTRANT)
By ROBERT W. MATSCHULLAT
------------------------
ROBERT W. MATSCHULLAT,
VICE CHAIRMAN AND
CHIEF FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED ON AUGUST 27, 1996 BY THE
FOLLOWING PERSONS IN THE CAPACITIES AT THE SEAGRAM COMPANY LTD. INDICATED.
PRINCIPAL EXECUTIVE OFFICER:
<TABLE>
<S> * <C>
- ------------------------------------------ Director, President and
(EDGAR BRONFMAN, JR.) Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER AND AGENT FOR SERVICE:
ROBERT W. MATSCHULLAT Director, Vice Chairman and
- ------------------------------------------ Chief Financial Officer
(ROBERT W. MATSCHULLAT)
PRINCIPAL ACCOUNTING OFFICER:
EDWARD FALKENBERG Vice President and
- ----------------------------------------- Controller
(EDWARD FALKENBERG)
DIRECTORS:
EDGAR M. BRONFMAN*
CHARLES R. BRONFMAN*
SAMUEL BRONFMAN II*
MATTHEW W. BARRETT*
FRANK J. BIONDI, JR.
DAVID M. CULVER*
WILLIAM G. DAVIS*
PAUL DESMARAIS*
DAVID L. JOHNSTON*
E. LEO KOLBER*
MARIE-JOSEE KRAVIS*
C. EDWARD MEDLAND*
LEW R. WASSERMAN*
JOHN L. WEINBERG*
JOHN S. WEINBERG*
</TABLE>
* By signing his name hereto, Robert W. Matschullat signs this Amendment to
the Registration Statement on behalf of each of the persons indicated above
pursuant to a power of attorney duly executed by such persons and filed with the
Securities and Exchange Commission.
By ROBERT W. MATSCHULLAT
--------------------------------------
(ROBERT W. MATSCHULLAT,
ATTORNEY-IN-FACT)
II-4
<PAGE> 27
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ----------- -------------------------------------------------------------- ------------
<S> <C> <C> <C>
1 -- Underwriting Agreement General Terms and Provisions and forms
of a Pricing Agreement and a Delayed Delivery Contract
(incorporated by reference to Exhibit 1 to Registration
Statement on Form S-3 (No. 33-42632) of The Seagram Company
Ltd.).
4(a) -- Articles of Amalgamation dated February 1, 1995 between The
Seagram Company Ltd. and Centenary Distillers Ltd.
(incorporated by reference to Exhibit 3(a) of the Annual
Report on Form 10-K of The Seagram Company Ltd. for the
fiscal year ended January 31, 1995), as amended by
Certificate and Articles of Amendment dated May 31, 1995
(incorporated by reference to Exhibit 3(a) of the Quarterly
Report on Form 10-Q of The Seagram Company Ltd. for the
fiscal quarter ended April 30, 1995).
(b) -- General By-Laws of The Seagram Company Ltd., as amended
(incorporated by reference to Exhibit 3(b) of the Quarterly
Report on Form 10-Q of The Seagram Company Ltd. for the
fiscal quarter ended April 30, 1996).
(c) -- Indenture dated as of September 15, 1991 between The Seagram
Company Ltd. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(f) of the Current
Report on Form 8-K of The Seagram Company Ltd. dated
November 8, 1991, as amended).
(d) -- Form of Debt Security (incorporated by reference to Exhibit
4(b) to Registration Statement on Form S-3 (No. 33-67772) of
The Seagram Company Ltd.).
(e) -- Form of Medium Term Note, Series A (Fixed Rate) (incorporated
by reference to Exhibit 4(b) of the Current Report on Form
8-K of The Seagram Company Ltd. dated November 8, 1991, as
amended).
(f) -- Form of Medium Term Note, Series A (Floating Rate)
(incorporated by reference to Exhibit 4(c) of the Current
Report on Form 8-K of The Seagram Company Ltd. dated
November 8, 1991, as amended).
-- Opinion and Consent of Simpson Thacher & Bartlett.
5(a)**
-- Opinion and Consent of Goodman Phillips & Vineberg.
(b)**
12* -- Computation of ratio of earnings to fixed charges.
23(a)* -- Consent of Price Waterhouse, chartered accountants, with
respect to the financial statements of The Seagram Company
Ltd.
(b)* -- Consent of Price Waterhouse LLP, independent accountants, with
respect to the financial statements of E. I. du Pont de
Nemours and Company.
(c)* -- Consent of KPMG Peat Marwick LLP, independent certified public
accountants, with respect to the financial statements of MCA
Holding I Corp.
(d) -- Consents of Simpson Thacher & Bartlett and Goodman Phillips &
Vineberg are included in their opinions filed as Exhibits
5(a) and 5(b), respectively.
25** -- Power of Attorney.
26** -- Statement of Eligibility of Trustee.
</TABLE>
- ---------------
*Filed herewith.
**Previously filed.
<PAGE> 1
EXHIBIT 12
THE SEAGRAM COMPANY LTD.
AND SUBSIDIARY COMPANIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS)
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED FISCAL YEARS ENDED JANUARY 31,
APRIL 30, --------------------------------------
DESCRIPTION 1996 1996 1995 1994 1993 1992
- ----------------------------------------------- --------- ----- ----- ----- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Earnings before income taxes (restated for
discontinued operations)..................... $ 74 $ 349 $ 363 $ 435 $ 450 $ 641
ADD (DEDUCT):
Equity in net earnings of less than 50% owned
affiliates................................... (7) (20) -- -- -- --
Dividends from less than 50% owned
affiliates................................... 3 4 -- -- -- --
Fixed charges.................................. 96 426 436 378 369 373
Interest capitalized, net of amortization...... 1 (2) (1) 0 (5) (9)
Minority interest.............................. -- -- -- -- 3 6
--------- ----- ----- ----- ----- ------
EARNINGS AVAILABLE FOR FIXED CHARGES........... $ 167 $ 757 $ 798 $ 813 $ 817 $1,011
======= ===== ===== ===== ===== ======
FIXED CHARGES:
Interest expense............................... $ 80 $ 378 $ 408 $ 351 $ 341 $ 345
Proportionate share of 50% owned companies
fixed charges................................ 3 6 -- -- -- --
Portion of rent expense deemed to represent
interest factor.............................. 13 42 28 27 28 28
--------- ----- ----- ----- ----- ------
FIXED CHARGES.................................. $ 96 $ 426 $ 436 $ 378 $ 369 $ 373
======= ===== ===== ===== ===== ======
RATIO OF EARNINGS TO FIXED CHARGES............. 1.74 1.78 1.83 2.15 2.21 2.71
--------- ----- ----- ----- ----- ------
</TABLE>
<PAGE> 1
Exhibit 23(a)
CONSENT OF CHARTERED ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated March 13, 1996, appearing on Page 62 of the Annual Report to the
Shareholders of The Seagram Company Ltd. for the fiscal year ended January 31,
1996, which is incorporated by reference in The Seagram Company Ltd.'s Annual
Report on Form 10-K for the fiscal year ended January 31, 1996. We also consent
to the incorporation by reference of our report on the Financial Statement
Schedule, which appears on Page 24 of such Annual Report on Form 10-K. We also
consent to the reference to us under the headings "Experts" in such Prospectus.
/s/ Price Waterhouse
- ------------------------
PRICE WATERHOUSE
Chartered Accountants
Montreal, Canada
August 26, 1996
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
E.I. DU PONT DE NEMOURS AND COMPANY
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 16, 1995, which appears on Page 38 of the 1994 Annual Report to
Stockholders of E.I. du Pont de Nemours and Company, which is incorporated by
reference in E.I. du Pont de Nemours and Company's Annual Report on Form 10-K
for the year ended December 31, 1994. The Consolidated Financial Statements of
E.I. du Pont de Nemours and Company, as listed under Item 14(a)1 of its Annual
Report on Form 10-K for the year ended December 31, 1994, are incorporated by
reference in The Seagram Company Ltd. Annual Report on Form 10-K for the year
ended January 31, 1996. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
- --------------------------------
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
August 26, 1996
<PAGE> 1
Exhibit 23(c)
The Board of Directors
MCA Holding I Corp.:
We consent to the incorporation by reference in Prospectus constituting part of
Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-4134) and
Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (No.
33-67772) of The Seagram Company Ltd. of our report dated March 14, 1995, except
as to the first paragraph of Note 14, which is as of April 9, 1995 and the
second paragraph of Note 14, which is as of June 1, 1995, as it relates to the
consolidated statements of operations, stockholder's equity, and cash flows for
each of the years in the three-year period ended December 31, 1994, which report
appears in the Current Report on Form 8-K of The Seagram Company Ltd. dated June
5, 1995, as amended. We also consent to the reference to our firm under the
heading "Experts" in such Prospectus.
/s/ KPMG Peat Marwick LLP
- -----------------------------
KPMG Peat Marwick LLP
Los Angeles, California
August 26, 1996
