<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
TIME WARNER INC.
- -------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- -------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
887315 10 9
------------------------------------------------------------------------------
(CUSIP NUMBER)
ROBERT W. MATSCHULLAT
JOSEPH E. SEAGRAM & SONS, INC.
375 PARK AVENUE, NEW YORK, NEW YORK 10152 (212) 572-7000
- -------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
MAY 28, 1997
------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13d-1(b)(3) OR (4), CHECK THE FOLLOWING BOX.
NOTE: SIX COPIES OF THIS STATEMENT, INCLUDING ALL EXHIBITS, SHOULD BE FILED
WITH THE COMMISSION. SEE RULE 13d-1(a) FOR OTHER PARTIES TO WHOM COPIES ARE TO
BE SENT.
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
PAGE 1 of 14 PAGES
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 887315 10 9 PAGE 2 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE SEAGRAM COMPANY LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
26,763,349
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 26,763,349
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,763,349
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE> 3
Page 3 of 14 Pages
The Statement on Schedule 13D, as amended (the "Schedule 13D"), filed
pursuant to Rule 13d-1 of the Rules and Regulations under the Securities
Exchange Act of 1934, as amended, by The Seagram Company Ltd., a Canadian
corporation ("Seagram"), relating to the Common Stock, par value $.01 per share
(the "Shares"), of Time Warner Inc., a Delaware corporation (the "Company"), is
hereby amended by restating Items 2 and 4 in their entirety as set forth under
Items 2 and 4 below and by adding to Items 5, 6 and 7 the information set forth
under Items 5, 6 and 7 below:
Item 2. Identity and Background.
This Schedule 13D is filed by Seagram. The principal executive offices
of Seagram are located at 1430 Peel Street, Montreal, Quebec, Canada H3A 1S9.
Seagram 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, beers and
mixers throughout more than 150 countries and territories. The entertainment
company, Universal Studios, Inc., produces and distributes motion picture,
television and home video products, and recorded music; and operates theme parks
and retail stores.
Descendants of the late Samuel Bronfman and trusts established for
their benefit (collectively, the "Bronfman Family") beneficially own directly or
indirectly
<PAGE> 4
Page 4 of 14 Pages
approximately 35.6% of the outstanding common shares without nominal or par
value of Seagram ("Common Shares"). Of that amount, Bronfman Associates, a
partnership of which Edgar M. Bronfman, his children and a trust established for
the benefit of Edgar M. Bronfman and his descendants are the sole partners and
of which Edgar M. Bronfman is the managing partner, along with a second trust
established for the benefit of Edgar M. Bronfman and his descendants, own
directly approximately 17.1% of the Common Shares, trusts for the benefit of
Charles R. Bronfman and his descendants own directly approximately 14.5% of the
Common Shares, trusts for the benefit of the family of the late Minda de
Gunzburg and members of her immediate family own directly or indirectly
approximately 2.4% of the Common Shares, Phyllis Lambert owns directly or
indirectly approximately 0.27% of the Common Shares, a charitable foundation of
which Charles R. Bronfman is among the directors owns approximately 0.89% of the
Common Shares, another charitable foundation of which Charles R. Bronfman is
among the directors owns approximately 0.16% of the Common Shares, a charitable
foundation of which Edgar M. Bronfman and Charles R. Bronfman are among the
trustees owns approximately 0.07% of the Common Shares, and Edgar M. Bronfman,
Charles R. Bronfman and their respective spouses and children own directly
approximately 0.34% of the Common Shares. In addition, such persons hold
currently exercisable options to purchase an additional 0.81% of the Common
Shares,
<PAGE> 5
Page 5 of 14 Pages
calculated pursuant to Rule 13d-3 of the Rules and Regulations under the
Exchange Act. Percentages set forth in this Item 2 are based on the number of
Common Shares outstanding as of April 30, 1997.
Edgar M. Bronfman is Chairman of the Board of Seagram and a director of
Seagram. Charles R. Bronfman is Co-Chairman of the Board and Chairman of the
Executive Committee of Seagram and a director of Seagram. Edgar M. Bronfman,
Charles R. Bronfman, Phyllis Lambert and the late Minda de Gunzburg are
siblings.
Pursuant to a voting trust agreement, Charles R. Bronfman serves as
voting trustee for Common Shares beneficially owned directly or indirectly by
Bronfman Associates, the aforesaid trusts established for the benefit of Edgar
M. Bronfman and his descendants, the aforesaid trusts established for the
benefit of Charles R. Bronfman and his descendants, the first two of the three
aforesaid charitable foundations and Charles R. Bronfman. Pursuant to another
voting trust agreement, Edgar M. Bronfman and Charles R. Bronfman are among the
voting trustees for Common Shares beneficially owned directly or indirectly by
trusts for the benefit of the family of the late Minda de Gunzburg and members
of her immediate family. Neither voting trust agreement contains restrictions on
the right of the voting trustees to vote the deposited Common Shares.
<PAGE> 6
Page 6 of 14 Pages
The Bronfman Family may be deemed to be in control of Seagram.
Information concerning the foregoing persons and entities, together with
information concerning the directors and executive officers of Seagram, is
contained in Schedule A attached hereto.
During the last five years, neither Seagram, nor to the best knowledge
of Seagram, any director or executive officer of Seagram (or any other person or
entity set forth in Schedule A) has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding has been or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 4. Purpose of Transaction.
As previously reported in the Schedule 13D, Seagram has been evaluating
its options with respect to its investment in the Company, including a possible
sale of all or a portion of its Shares. The transaction reported herein is
consistent with that strategy.
Except as set forth above, Seagram has no present plans or proposals
that relate to or would result in any of
<PAGE> 7
Page 7 of 14 Pages
the actions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
On May 28, 1997, Seagram sold 30,000,000 Shares to Merrill
Lynch & Co. for a price of $46.25 per Share.
As of the date hereof, Seagram beneficially owns an aggregate of
26,763,349 Shares, constituting approximately 5.3% of the total number of Shares
stated to be outstanding as of April 30, 1997 in the Company's Form 10-Q for the
quarterly period ended March 31, 1997. All of such Shares were acquired by
Seagram Inc., a Delaware corporation and an indirect wholly owned subsidiary of
Seagram ("Seagram Inc."), and all of such Shares are currently held by Seagram
Inc.
As of the date hereof, Frank J. Biondi, Jr., a director of Seagram,
beneficially owns 4,000 Shares.
In addition, the Great-West Life Assurance Company, a Canadian
corporation and an indirect majority owned subsidiary of Power Corporation of
Canada, a Canadian corporation of which Paul Desmarais, a director of Seagram,
is the Chairman of the Executive Committee and a controlling shareholder, has
filed a Form 13F with the Securities and Exchange Commission, disclosing
investment discretion and voting authority over 96,225 Shares as of December 31,
1996. Mr. Desmarais has advised Seagram that while he has not made any
investigation of the ownership of Shares by any other entity of which he may be
an officer or director or in which Power Corporation of Canada has a direct or
indirect interest, he does not know of any such ownership by any other such
entity.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
In connection with the sale of Shares reported herein, Seagram agreed
with Merrill Lynch & Co. that, without the prior consent of Merrill Lynch & Co.,
it will not dispose of any additional Shares for a period of 120 days.
Item 7. Material to be Filed as Exhibits.
Press Release dated May 28, 1997.
<PAGE> 8
Page 8 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
DATED: May 30, 1997
THE SEAGRAM COMPANY LTD.
By: /s/ Daniel R. Paladino
-------------------------------------
Daniel R. Paladino
Executive Vice President -
Legal and Environmental
Affairs
<PAGE> 9
Page 9 of 14 Pages
SCHEDULE A
1. Set forth below are the name, business address, principal occupation
or employment and citizenship of each director and executive officer of Seagram.
The name of each person who is a director of Seagram is marked with an asterisk.
Unless otherwise indicated, the business address of each person listed below is
375 Park Avenue, New York, New York 10152.
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
EDGAR M. BRONFMAN* Chairman of the Board United States
of Seagram
THE HON. CHARLES R. Co-Chairman of the Canada
BRONFMAN, P.C., C.C.* Board and Chairman of
1170 Peel Street the Executive Committee
8th Floor of Seagram
Montreal, Quebec
Canada H3B 4P2
EDGAR BRONFMAN, JR.* Chief Executive Officer United States
and President of
Seagram
SAMUEL BRONFMAN II* President of Seagram United States
2600 Campus Drive Chateau & Estate Wines
Suite 160 Company (a division of
San Mateo, CA 94403 a subsidiary of
Seagram)
MATTHEW W. BARRETT, O.C.* Chairman and Chief Canada
First Bank Tower Executive Officer of
68th Floor Bank of Montreal (a
First Canadian Place financial institution)
100 King Street West
Toronto, Ontario M5X 1A1
FRANK J. BIONDI, JR.* Chairman and Chief United States
100 Universal City Plaza Executive Officer of
Universal City, CA 91608 Universal Studios, Inc.
<PAGE> 10
Page 10 of 14 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
THE HON. WILLIAM G. Counsel to Tory Canada
DAVIS, P.C., C.C., Tory DesLauriers &
Q.C.* Binnington (attorneys)
Suite 3000, Aetna Tower
79 Wellington Street West
Toronto, Ontario
Canada M5K 1N2
THE HON. PAUL DESMARAIS, Chairman of the Canada
P.C., C.C.* Executive Committee of
751 Victoria Square Power Corporation of
Montreal, Quebec Canada (a holding and
Canada H2Y 2J3 management company)
MICHELE J. HOOPER* Corporate Vice United States
Caremark President, Caremark
International Inc. International Inc. (a
2211 Sanders Road health care services
Northbrook, IL 60062 provider)
DAVID L. JOHNSTON, Professor of Law at Canada
O.C.* McGill University
3690 Peel Street (an educational
Room 200 institution)
Montreal, Quebec
Canada H3A 1W9
THE HON. E. LEO KOLBER, Member of The Senate of Canada
SENATOR* Canada
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
MARIE-JOSEE KRAVIS* Senior Fellow of The Canada and
625 Park Avenue Hudson Institute Inc. Switzerland
New York, NY 10021 (a non-profit economics
research institute)
ROBERT W. MATSCHULLAT* Vice Chairman and United States
Chief Financial Officer
of Seagram
C. EDWARD MEDLAND* President of Beauwood Canada
121 King Street West Investments Inc. (a
Suite 2525 private investment
Toronto, Ontario company)
Canada M5H 3T9
<PAGE> 11
Page 11 of 14 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
LEW R. WASSERMAN* Chairman Emeritus of United States
100 Universal City Plaza Universal Studios, Inc.
Universal City, CA 91608
JOHN S. WEINBERG* General Partner of United States
85 Broad Street Goldman, Sachs & Co.
New York, NY 10004 (investment bankers)
JOHN D. BORGIA Executive Vice United States
President, Human
Resources of Seagram
STEPHEN E. HERBITS Executive Vice United States
President, Corporate
Policy and External
Affairs of Seagram
STEVEN J. KALAGHER Executive Vice United States
President of Seagram
and President, The
Seagram Spirits And
Wine Group (a division
of a subsidiary of
Seagram)
ELLEN R. MARRAM Executive Vice United States
President of Seagram
and President, The
Seagram Beverage Group
(a division of a
subsidiary of Seagram)
DANIEL R. PALADINO Executive Vice United States
President, Legal and
Environmental Affairs
of Seagram
EDWARD FALKENBERG Vice President and United States
800 Third Avenue Controller of Seagram
New York, NY 10022
GABOR JELLINEK Vice President, Canada
1430 Peel Street Production of Seagram
Montreal, Quebec and Executive Vice
Canada H3A 1S9 President,
Manufacturing, The
Seagram Spirits and
Wine Group (a division
of a subsidiary of
Seagram)
<PAGE> 12
Page 12 of 14 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
ARNOLD M. LUDWICK Vice President of Canada
1170 Peel St. Seagram
8th Floor
Montreal, Quebec
Canada H3B 4P2
JOHN R. PRESTON Vice President, Finance United States
of Seagram
MICHAEL C.L. HALLOWS Secretary of Seagram Canada
2. The trustees of the trusts for the benefit of Edgar M. Bronfman and
his descendants are Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman,
Harold R. Handler, Mayo O. Shattuck III and John L. Weinberg. The trustees of
the trusts for the benefit of Charles R. Bronfman and his descendants are
Stephen R. Bronfman, Ellen J. Bronfman Hauptman, Trevor Carmichael, Gary J.
Gartner, Steven H. Levin, Arnold M. Ludwick, Jeffrey D. Scheine, Robert S.
Vineberg, Barclays Finance Corporation of Barbados Limited and Royal Bank of
Canada (Caribbean) Corporation. The trustees of the trusts for the benefit of
the family of the late Minda de Gunzburg are Stanley N. Bergman, Dr. Guido
Goldman and Leonard M. Nelson. The directors of the first two charitable
foundations referenced in Item 2 include Charles R. Bronfman, Stephen R.
Bronfman and Arnold M. Ludwick, the trustees of the third charitable foundation
include Edgar M. Bronfman, Charles R. Bronfman, Samuel Bronfman II and Edgar
Bronfman, Jr. Set forth below or under Part 1 above are the address, principal
occupation or employment and citizenship of each person named in this Part 2.
<PAGE> 13
Page 13 of 14 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
PHYLLIS LAMBERT Architect Canada
1920 Baile Street
Montreal, Quebec
Canada H3H 2S6
MATTHEW BRONFMAN Chief Executive Officer United States
30 West 26th Street of Perfumes Isabell,
2nd Floor L.L.C. (a perfume
New York, NY 10010 company)
STEPHEN R. BRONFMAN Private Investor Canada
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
ELLEN J. BRONFMAN Private Investor Canada
HAUPTMAN
c/o Withers Solicitors
12 Gough Square
London, England EC4A 3DE
HAROLD R. HANDLER Attorney whose United States
425 Lexington Avenue professional
New York, NY 10017 corporation is a
partner of Simpson
Thacher & Bartlett
(attorneys)
MAYO O. SHATTUCK III President and Chief United States
Alex. Brown & Sons Operating Officer of
Incorporated Alex. Brown & Sons
135 East Baltimore Street Incorporated
Baltimore, MD 21202 (investment bankers)
JOHN L. WEINBERG Senior Chairman of United States
85 Broad Street Goldman, Sachs & Co.
New York, NY 10004 (investment bankers)
ROBERT S. VINEBERG Partner of Goodman Canada
1501 McGill College Phillips & Vineberg
Avenue (barristers and
26th Floor solicitors)
Montreal, Quebec
Canada H3A 3N9
GARY J. GARTNER Resident Counsel of Canada
430 Park Avenue Goodman Phillips &
10th Floor Vineberg (attorneys)
New York, NY 10022
<PAGE> 14
Page 14 of 14 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ------------------- -------------------- -----------
STEVEN H. LEVIN Resident Counsel of United States
430 Park Avenue Goodman Phillips &
10th Floor Vineberg (attorneys)
New York, NY 10022
JEFFREY D. SCHEINE Resident Counsel of United States
430 Park Avenue Goodman Phillips &
10th Floor Vineberg (attorneys)
New York, NY 10022
TREVOR CARMICHAEL, Q.C. Barrister, Chancery Barbados
Chancery Chambers, Chambers (attorneys)
Chancery House
High Street
Bridgetown, Barbados
BARCLAYS FINANCE Financial Institution Barbados
CORPORATION OF BARBADOS
LIMITED
Broad Street
Bridgetown, Barbados
ROYAL BANK OF CANADA Financial Institution Barbados
(CARIBBEAN) CORPORATION
2nd Floor Building #2
Chelston Park
Collymore Rock
St. Michael, Barbados
STANLEY N. BERGMAN Partner of Bergman, United States
157 Church Street Horowitz & Reynolds,
New Haven, CT 06510 P.C. (attorneys)
DR. GUIDO GOLDMAN Director of German United States
First Spring Corporation Studies at the Center
499 Park Avenue for European Studies at
New York, NY 10022 Harvard University and
Chairman of First
Spring Corporation
(an investment company)
LEONARD M. NELSON Shareholder of United States
100 Middle Street Bernstein, Shur, Sawyer
Portland, Maine 04104 & Nelson, P.C.
(attorneys)
<PAGE> 1
EXHIBIT #99
IMMEDIATELY Ray Boyce
212/572-7172
SEAGRAM SELLS TIME WARNER SHARES AND
AUTHORIZES INCREASE IN ITS SHARE PURCHASE PROGRAM
--------------------------------------------------------------------
MONTREAL, May 28, 1997 -- The Seagram Company Ltd. announced today that Seagram
has sold to Merrill Lynch & Co. 30 million shares of Time Warner common stock
for $1.39 billion in cash. Seagram continues to hold approximately 26.8 million
Time Warner shares and has agreed not to sell them for a period of 120 days
without Merrill Lynch & Co.'s consent.
Net proceeds after tax will be approximately $1.33 billion and will be used for
general corporate purposes, including repayment of debt and share repurchases
under Seagram's share purchase program. In that regard, Seagram also announced
that the Board of Directors has authorized an increase in the size of its share
purchase program to 10 percent of the public float (up to approximately 23.6
million common shares), subject to appropriate regulatory filings.
Edgar Bronfman, Jr., president and chief executive officer of Seagram, stated:
"As we have said before, since our acquisition of Universal Studios, Inc. in
June 1995, our position in Time Warner has been non-strategic. Given the recent
price improvement in Time Warner stock, we believe this was an appropriate time
to reduce the size of our holdings. We remain a significant shareholder and see
prospects for further appreciation in the price of Time Warner stock."
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, beers and
mixers throughout more than 150 countries and territories. The entertainment
company, Universal Studios, Inc., produces and distributes motion picture,
television and home video products, and recorded music; and operates theme parks
and retail stores. Headquartered in Montreal, Seagram employs 30,000 people
worldwide.
###
5
