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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 26, 1996
THE SEAGRAM COMPANY LTD.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Canada 1-2275 None
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(514) 849-5271
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Item 5. Other Events.
On November 26, 1996, The Seagram Company Ltd. (the
"Corporation") and Pearson plc ("Pearson") announced the signing
of a definitive agreement to sell the Corporation's publishing
division, The Putnam Berkley Group, Inc., a division of MCA INC.,
to Pearson, which owns Penguin Publishing. The companies announced
a purchase price of $336 million in cash. The deal is expected to
close by year end after the expiration of the Hart Scott Rodino
waiting period.
The purchase price gives effect to the repayment of an
intercompany account and is also subject to standard post-closing
adjustments and certain expense reimbursements. The transaction
has been structured to provide Pearson with any operating cash
flow in December and the Corporation with interest on the purchase
price beginning December 1.
A copy of the press release is attached hereto as an exhibit and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
(20) Press Release.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE SEAGRAM COMPANY LTD.
(Registrant)
Date: November 27, 1996
By: /s/ Daniel R. Paladino
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Daniel R. Paladino
Executive Vice President -- Legal
and Environmental Affairs
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EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered Page
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(20) Press Release. 6
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EXHIBIT 20
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IMMEDIATELY Amy Goldberger
212/572-1118
SEAGRAM AND PEARSON SIGN AGREEMENT FOR SALE OF PUTNAM
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MONTREAL, November 26, 1996 -- The Seagram Company Ltd. and Pearson plc
announced today the signing of a definitive agreement to sell Seagram's
publishing division, The Putnam Berkley Group, Inc., a division of MCA INC., to
Pearson, which owns Penguin Publishing. The companies announced a purchase price
of $336 million in cash. The deal is expected to close prior to yearend
following expiration of the Hart Scott Rodino waiting period.
Edgar Bronfman, Jr., Seagram's president and chief executive officer, stated:
"This decision was based on our strategy to focus on our core entertainment
businesses and to deploy assets into those segments offering the greatest
opportunity for Seagram."
Frank J. Biondi, Jr., chairman and chief executive officer and Ron Meyer,
president and chief operating officer, issued the following statement on behalf
of MCA: "As Phyllis Grann and her colleagues leave the MCA family, we want them
to know how deeply we appreciate their many contributions to our company. We
wish them great success as part of Pearson and its publishing operations."
Michael Lynton, who takes over from Peter Mayer at the end of 1996 as chairman
and chief executive officer of Penguin Group worldwide, including the two
combined Penguin/Putnam companies in the USA, said: "This is a terrific
acquisition for Penguin. The two businesses complement each other extremely well
in terms of both authors and people and will create great opportunities for the
future. It is a marvelous way to start at Penguin."
Phyllis Grann, currently chairman and chief executive officer of Putnam, will
assume the post of president of the combined Penguin/Putnam companies in the
United States. Marvin Brown will continue in his role as president of Penguin
USA. David Shanks will continue in his role as president of The Putnam Berkley
Group. Commenting on the acquisition, Ms. Grann said: "Penguin and Putnam make a
superb strategic fit. Penguin is a company I have always admired and respected,
and together we can take Penguin and Putnam into the 21st century as one of the
leading publishing companies in the world."
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Frank Barlow, managing director of Pearson plc, said: "I am delighted to welcome
Phyllis Grann and her colleagues to Penguin. With this acquisition Michael
Lynton has done a great deal to enhance our position in trade book publishing in
the U.S. and in a business which has performed very well for Pearson
shareholders over the years."
The acquisition will bring together two of the most successful trade book
publishers in the United States. The Putnam Berkley frontlist, which reads like
a Who's Who, includes some of the most well known writers like Tom Clancy,
Patricia Cornwell, Dick Francis, Amy Tan, Robin Cook, Bebe Moore Campbell and
Kurt Vonnegut. Combined with Penguin's frontlist featuring Stephen King, Terry
McMillan, Jackie Mitchard, Bill Gates, and Nancy Taylor Rosenberg,
Penguin/Putnam will be positioned as one of the industry's leaders worldwide.
Penguin also has a significant backlist of titles (approximately 10,000 titles
strong), including names like Toni Morrison, Arthur Miller, Saul Bellow and
Robert Fagles. The combination of Penguin and Putnam will result in a
strengthened presence in all segments of trade book publishing, including mass
market paperback lists and children's books, with bestselling series such as
Winnie The Pooh, Spot, Madeline and notable authors including Eric Carle, Jan
Brett, Tomie DePaola, Brian Jacques, Peggy Rathmann, Beatrix Potter, Roald Dahl,
Steven Kellogg, Jon Scieszka, Don Freeman and Rosemary Wells.
The purchase price gives effect to the repayment of an intercompany account and
is also subject to standard post-closing adjustments and certain expense
reimbursements. The transaction has been structured to provide Pearson with any
operating cash flow in December and Seagram with interest on the purchase price
beginning December 1.
The Putnam Berkley Group, Inc. is a division of MCA INC. which is a unit of The
Seagram Company Ltd., the global beverage and entertainment company.
The Putnam Berkley Group has several very well known imprints, such as G.P.
Putnam's Sons, Berkley Books, Jove, Ace, Boulevard, Grosset, Riverhead Books,
Jeremy P. Tarcher, Perigee, HP Books, Grosset & Dunlap, Price Stern Sloan,
Philomel and Wee Sing. Among the imprints in Penguin USA are Dutton, Dial,
Viking, Signet, Frederick Warne, Puffin and Plume-Penguin.
Penguin is part of the entertainment division of Pearson plc, the international
media group, which also includes Pearson Television, The Tussauds Group, Pearson
New Entertainment and Mindscape.
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