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: July 24, 1996
THE SEAGRAM COMPANY LTD.
(Exact name of registrant as specified in its charter)
Canada 1-2275 None
(State or other (Commission (IRS employer
jurisdiction file number) identification no.)
of incorporation)
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(514) 849-5271
Page 1 of 13 Pages
Exhibit Index Appears on Page 4
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Item 5. Other Events.
On July 24, 1996, The Seagram Company Ltd. (the "Corporation") announced that
E.I. du Pont de Nemours and Company ("DuPont") had repurchased the warrants to
purchase 156 million shares of DuPont common stock owned by a subsidiary of the
Corporation for $500 million in cash. The subsidiary had received the warrants
in April 1995 when DuPont redeemed 95% of the DuPont common stock owned by the
Corporation in a transaction valued at $8.8 billion. The Corporation continues
to retain 8.2 million DuPont shares. Net proceeds after tax will be $479
million and will be used for general corporate purposes, including repayment of
debt. Reference is made to the press release filed as Exhibit 99 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
(10) Warrant Repurchase Agreement dated July 24, 1996 among The
Seagram Company Ltd., JES Developments, Inc. and E.I. du Pont de
Nemours and Company.
(99) Press Release.
<PAGE>
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: July 25, 1996 By: /s/ Daniel R. Paladino
Daniel R. Paladino
Vice President -- Legal and
Environmental Affairs
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description of Exhibit Numbered Page
(10) Warrant Repurchase Agreement dated July 24, 5
1996 among The Seagram Company Ltd., JES
Developments, Inc. and E.I. du Pont de Nemours
and Company.
(99) Press Release. 11
Exhibit 10
WARRANT REPURCHASE AGREEMENT
THIS WARRANT REPURCHASE AGREEMENT (this "Agreement") is entered into
this 24th day of July, 1996, by and among The Seagram Company Ltd., a Canadian
corporation ("Seagram"), JES Developments, Inc., a Delaware corporation and a
wholly-owned subsidiary of Seagram ("Subsidiary") and E.I. du Pont de Nemours
and Company, a Delaware corporation (the "Company").
WHEREAS, in connection with the Warrant Agreement, dated as of April
6, 1995 (the "Warrant Agreement") and the Redemption Agreement, dated as of
April 6, 1995 (the "Redemption Agreement"), Subsidiary acquired Warrants
expiring October 6, 1997 to acquire 48 million shares of Common Stock, par
value $0.60 per share (the "Common Stock") of the Company at $89.33 per share,
Warrants expiring October 6, 1998 to acquire 54 million shares of Common Stock
at $101.14 per share, and Warrants expiring October 6, 1999 to acquire 54
million shares of Common Stock at $113.63 per share (collectively, the
"Warrants" and each, individually, a "Warrant"); and
WHEREAS, the Company has agreed to purchase and Seagram and
Subsidiary have agreed to sell all of the Warrants (the "Repurchase"), in each
case in accordance with the terms set forth below.
NOW THEREFORE, in consideration of the premises set forth above and
the mutual promises and agreements set forth herein, Seagram, Subsidiary and
the Company agree as follows:
1. Simultaneously with the execution and delivery of this
Agreement, (i) the Company is paying to Subsidiary by wire transfer in
immediately available funds $500 million and (ii) Subsidiary is delivering to
the Company for cancellation all of the Warrants and transfer forms attached
thereto, endorsed in blank or in favor of the Company, duly executed by
Subsidiary. Each of Seagram and Subsidiary acknowledges and agrees that upon
consummation of the Repurchase, it shall have no further rights under any of
the Warrants. The purchase and sale of the Warrants pursuant to this Agreement
shall be effective notwithstanding any provisions of the Redemption Agreement
giving Seagram, Subsidiary or the Company the right or the obligation, under
the circumstances specified therein, to purchase or sell, as the case may be,
the Warrants.
2. Each of Seagram and Subsidiary hereby jointly and severally
represent and warrant to the Company, and agree for the benefit of the Company,
that:
(i) Seagram is a corporation duly organized and validly existing under
the laws of Canada and has been duly qualified for the transaction of
business under the laws of the Province of Quebec;
(ii) Subsidiary is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware;
(iii) each of Seagram and Subsidiary has all necessary corporate power and
authority to execute and deliver this Agreement and perform its
obligations hereunder;
(iv) the execution and delivery by each of Seagram and Subsidiary of this
Agreement and the performance by each of its obligations hereunder
<PAGE>
have been duly and validly authorized by the Board of Directors of
each of Seagram and Subsidiary, and by the sole stockholder of
Subsidiary, and no other corporate proceedings on the part of Seagram
or Subsidiary are necessary to authorize the execution, delivery or
performance of this Agreement;
(v) this Agreement has been duly and validly executed and delivered by
each of Seagram and Subsidiary and constitutes a valid and binding
agreement of each of Seagram and Subsidiary, enforceable against each
in accordance with its terms;
(vi) the execution and delivery by Seagram and Subsidiary of this
Agreement do not and the performance by Seagram and Subsidiary of
their obligations hereunder will not (a) contravene or conflict with
the certificate of incorporation, by-laws or similar charter or other
organizational documents of Seagram or Subsidiary or (b) contravene
or conflict with or constitute a violation of or default under or
give rise to a right of termination, cancellation or acceleration of
any right or obligation of Seagram or Subsidiary under any provision
of applicable law or regulation of the United States or Canada or any
state or province thereof or of any agreement, contract, judgment,
injunction, order, decree or other instrument binding upon Seagram or
Subsidiary, which contravention, conflict, violation, default or
right of termination, cancellation or acceleration would result in
the case of this clause (b) in a material adverse effect on the
business, assets, results of operations or financial condition of
Seagram and its subsidiaries, taken as a whole, other than any such
material adverse effect which would have no effect on this Agreement
and the performance of the obligations and transactions contemplated
hereby;
(vii) Subsidiary has good and marketable title to all of the Warrants, free
and clear of all liens, claims, options, proxies, voting agreements,
security interests, charges and encumbrances other than the
Redemption Agreement, and has complete and unrestricted power to
transfer, assign and deliver the Warrants to the Company, and upon
the transfer of the Warrants to the Company as provided herein, the
Company will acquire good and marketable title to the Warrants, free
and clear of all liens, claims, options, proxies, voting agreements,
security interests, charges and encumbrances; and
(viii) Seagram, Subsidiary and their representatives have been given the
opportunity to ask questions of, and to receive answers from, the
Company and its representatives concerning the business affairs,
financial condition and other information relating to the Company and
to obtain any additional information which Seagram, Subsidiary, or
their representatives deem necessary.
3. The Company hereby represents and warrants to Seagram and
Subsidiary, and agrees for the benefit of Seagram and Subsidiary, that:
(i) it is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware;
(ii) it has all necessary corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder;
<PAGE>
(iii) the execution and delivery by the Company of this Agreement and the
performance by the Company of its obligations hereunder have been
duly and validly authorized by the Board of Directors of the Company
and no other corporate proceedings on the part of the Company are
necessary to authorize the execution and delivery of this Agreement
or the performance by the Company of its obligations hereunder;
(iv) this Agreement has been duly and validly executed and delivered by
the Company and constitutes a valid and binding agreement of the
Company, enforceable against the Company in accordance with its
terms; and
(v) the execution and delivery by the Company of this Agreement do not
and the performance by the Company of its obligations hereunder will
not (a) contravene or conflict with the certificate of incorporation
or by-laws of the Company or (b) contravene or conflict with or
constitute a violation of or default under or give rise to a right of
termination, cancellation or acceleration of any right or obligation
of the Company or any of the Company's subsidiaries under any
provision of applicable law or regulation of the United States or any
state thereof or of any agreement, contract, judgment, injunction,
order, decree or other instrument binding upon the Company or any of
its subsidiaries, which contravention, conflict, violation, default
or right of termination, cancellation or acceleration would result in
the case of this clause (b) in a material adverse effect on the
business, assets, results of operations or financial condition of the
Company and its subsidiaries, taken as a whole, other than any such
material adverse effect which would have no effect on this Agreement
and the performance of the obligations and transactions contemplated
hereby.
4. Upon the execution and delivery of this Agreement by the parties
hereto, the Redemption Agreement and all rights and obligations thereunder
shall terminate.
5. The closing of the Repurchase is taking place at the offices of
Skadden, Arps, Slate, Meagher & Flom, at 919 Third Avenue, New York, New York
10022, simultaneously with the execution and delivery of this Agreement.
6. This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof.
7. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the principles of
conflicts of law thereof.
8. This Agreement may be executed in counterparts, each of which
shall be a valid and binding obligation of the parties thereto, but all of
which shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by its representatives thereunto duly
authorized, all as of the day and year first above written.
E.I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Charles L. Henry
Name: Charles L. Henry
Title: Executive Vice President
and Chief Financial Officer
THE SEAGRAM COMPANY LTD.
By: /s/ Edgar Bronfman, Jr.
Name: Edgar Bronfman, Jr.
Title: President and Chief
Executive Officer
JES DEVELOPMENTS, INC.
By: /s/ Daniel R. Paladino
Name: Daniel R. Paladino
Title: President
Exhibit 99
SEAGRAM RECEIVES $500 MILLION FOR
DUPONT WARRANTS
__________________________________
MONTREAL, July 24, 1996 -- The Seagram Company Ltd. and E.I, du Pont de Nemours
and Company announced today that DuPont has repurchased the 156 million equity
warrants in April 1995 when DuPont redeemed 95 percent of the common stock
owned by Seagram in a transaction valued at $8.8 billion. Seagram continues to
retain 8.2 million DuPont shares.
Net proceeds after tax will be $479 million and will be used for general
corporate purposes, including repayment of debt.
Edgar Bronfman, Jr., president and chief executive officer of Seagram, said:
"Our continued ownership over the last year of the DuPont warrants has allowed
us to achieve additional value for our shareholders because of the increase in
the value of DuPont stock and the consequent increase in the value of our
warrants. The repurchase of these warrants is an outstanding transaction for
Seagram and the proceeds follow the substantial gain we realized on our
original DuPont investment."
The Seagram Company Ltd. operates in two global business segments: beverages
and entertainment. The beverage businesses are engaged principally in the
production and marketing of distilled spirits, wines, fruit juices, coolers and
mixers. The entertainment company, MCA INC., produces and distributes motion
picture, television and home video products, and recorded music; publishes
books; and operates theme parks and retail stores. Headquartered in Montreal,
Seagram employs 30,000 people worldwide and, together with its MCA interest,
generated 1995 pro forma revenues of over $11 billion.
