UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
THE SEAGRAM COMPANY LTD.
----------------------------------------------------------------------
(Name of Issuer)
common shares without nominal or par value
----------------------------------------------------------------------
(Title of Class of Securities)
811850 10 6
-----------------------------------------------------------------------
(CUSIP Number)
Sarah E. Cogan
Simpson Thacher & Bartlett
425 Lexington Avenue, New York, New York 10017 (212) 455-3575
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 17, 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 75 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 2 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDGAR M. BRONFMAN, individually, as trustee under certain trusts
for the benefit of descendants of the late Samuel Bronfman, as
Managing Partner of Bronfman Associates, as trustee of a certain
charitable foundation and as voting trustee under a certain
voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 832,028
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,739,616
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 832,028
WITH
10 SHARED DISPOSITIVE POWER
62,794,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,125,892
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 3 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE HON. CHARLES R. BRONFMAN, individually, as director or
trustee of certain charitable foundations and as voting trustee
under certain voting trust agreements.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 122,160,296
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,739,616
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,411,528
WITH
10 SHARED DISPOSITIVE POWER
4,114,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,899,912
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.8
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 4 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHYLLIS LAMBERT
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 1,000,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,000,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 5 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAMUEL BRONFMAN II, individually and as trustee of a certain
charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 113,908
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 240,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 113,908
WITH
10 SHARED DISPOSITIVE POWER
240,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 6 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDGAR BRONFMAN, JR., individually, as trustee under certain
trusts for the benefit of descendants of the late Samuel Bronfman
and as trustee of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 1,639,840
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 240,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,639,840
WITH
10 SHARED DISPOSITIVE POWER
62,795,237
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,435,077
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 7 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MATTHEW BRONFMAN, individually and as trustee under certain
trusts for the benefit of descendants of the late
Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 240
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 240
WITH
10 SHARED DISPOSITIVE POWER
62,554,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,554,844
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 8 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEPHEN R. BRONFMAN, individually, as trustee under a certain
trust for the benefit of descendants of the late Samuel Bronfman
and as director of certain charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 24,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 24,000
WITH
10 SHARED DISPOSITIVE POWER
28,674,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,698,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 9 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELLEN J. BRONFMAN HAUPTMAN, individually and as trustee under
certain trusts for the benefit of descendants of the late
Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 24,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 24,000
WITH
10 SHARED DISPOSITIVE POWER
49,620,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,644,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 10 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAROLD R. HANDLER, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
62,554,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,554,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 11 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAYO A. SHATTUCK III, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
62,554,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,554,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 12 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN L. WEINBERG, individually and as trustee under certain
trusts for the benefit of descendants of the late
Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 12,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,000
WITH
10 SHARED DISPOSITIVE POWER
62,554,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,566,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 13 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARNOLD M. LUDWICK, as trustee under a certain trust for the
benefit of descendants of the late Samuel Bronfman and as a
director of certain charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
28,674,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,674,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 14 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT S. VINEBERG, individually and as trustee under a certain
trust for the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 53,200
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 53,200
WITH
10 SHARED DISPOSITIVE POWER
24,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,853,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 15 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GARY J. GARTNER, as trustee under certain trusts for the benefit
of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
4,700,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 16 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN H. LEVIN, as trustee under certain trusts for the benefit
of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
4,700,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 17 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JEFFREY D. SCHEINE, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
4,700,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,700,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 18 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREVOR CARMICHAEL, as trustee under a certain trust for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
24,820,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,820,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 19 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARCLAYS FINANCE CORPORATION OF BARBADOS LIMITED, as trustee
under a certain trust for the benefit of descendants of the late
Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
24,820,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,820,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7
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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 20 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROYAL BANK OF CANADA (CARIBBEAN) CORPORATION, as trustee under a
certain trust for the benefit of descendants of the late Samuel
Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
24,820,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,820,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7
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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 21 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STANLEY N. BERGMAN, as trustee under certain trusts for the
benefit of descendants of the late Minda de Gunzburg and as
voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,499,260
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
10,499,260
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,499,260
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 22 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DR. GUIDO GOLDMAN, as trustee under certain trusts for the
benefit of descendants of the late Minda de Gunzburg and as
voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,499,260
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
10,499,260
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,499,260
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 23 of 75 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEONARD M. NELSON, as trustee under certain trusts for the
benefit of descendants of the late Minda de Gunzburg and as
voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |x|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,499,260
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
10,499,260
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,499,260
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8
14 TYPE OF REPORTING PERSON*
IN
*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>
Page 24 of 75 Pages
Items 1-6 of 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 (the "Exchange
Act"), with respect to the common shares without nominal or par value (the
"Shares") of The Seagram Company Ltd., are hereby amended and restated in
their entirety as set forth below.
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is:
common shares without nominal or par value
The name and address of the principal executive offices of
the issuer of such securities are:
The Seagram Company Ltd.
1430 Peel Street
Montreal, Quebec
Canada H3A 1S9
Item 2. Identity and Background.
Name and Principal Business
Business Address or Occupation Citizenship
---------------- ------------------- -----------
EDGAR M. BRONFMAN Chairman of the Board of United States
375 Park Avenue The Seagram Company Ltd.
New York, New York
USA 10152
THE HON. CHARLES R. Co-Chairman of the Board Canada
BRONFMAN, P.C., C.C. and Chairman of the
1170 Peel Street Executive Committee of
8th Floor The Seagram Company Ltd.
Montreal, Quebec
Canada H3B 4P2
PHYLLIS LAMBERT Architect Canada
1920 Baile Street
Montreal, Quebec
Canada H3H 2S6
SAMUEL BRONFMAN II President of Seagram United States
2600 Campus Drive Chateau & Estate Wines
Suite 160 Company (a division of
San Mateo, California Joseph E. Seagram & Sons,
USA 94403 Inc.)
EDGAR BRONFMAN, JR. Chief Executive Officer United States
375 Park Avenue and President of The
New York, New York Seagram Company Ltd.
USA 10152
<PAGE>
Page 25 of 75 Pages
Name and Principal Business
Business Address or Occupation Citizenship
---------------- ------------------- -----------
MATTHEW BRONFMAN Chief Executive Officer United States
30 West 26th Street of Perfumes Isabell,
2nd Floor L.L.C. (a perfume
New York, New York company)
USA 10010
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 corporation
New York, New York is a partner of Simpson
USA 10017 Thacher & Bartlett
(attorneys)
MAYO A. SHATTUCK III President and Chief United States
Alex. Brown & Sons Operating Officer of
Incorporated Alex. Brown & Sons
135 East Baltimore Incorporated
Street (investment bankers)
Baltimore, Maryland
USA 21202
JOHN L. WEINBERG Senior Chairman of United States
85 Broad Street Goldman, Sachs & Co.
New York, New York (investment bankers)
USA 10004
ARNOLD M. LUDWICK President and Chief Canada
1170 Peel Street Executive Officer of
8th Floor Claridge Inc. and Vice
Montreal, Quebec President of The Seagram
Canada H3B 4P2 Company Ltd.
ROBERT S. VINEBERG Partner of Goodman Canada
1501 McGill College Phillips & Vineberg
Avenue (barristers and
Montreal, Quebec solicitors)
Canada H3A 3N9
<PAGE>
Page 26 of 75 Pages
Name and Principal Business
Business Address or Occupation Citizenship
---------------- ------------------- -----------
GARY J. GARTNER Resident Counsel of Canada
430 Park Avenue Goodman Phillips &
10th Floor Vineberg (attorneys)
New York, New York
USA 10022
STEVEN H. LEVIN Resident Counsel of United States
430 Park Avenue Goodman Phillips &
10th Floor Vineberg (attorneys)
New York, New York
USA 10022
JEFFREY D. SCHEINE Resident Counsel of United States
430 Park Avenue Goodman Phillips &
10th Floor Vineberg (attorneys)
New York, New York
USA 10022
TREVOR CARMICHAEL, Barrister, Chancery Barbados
Q.C. Chambers (attorneys)
Chancery Chambers,
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, P.C.
New Haven, (attorneys)
Connecticut
USA 06510
DR. GUIDO GOLDMAN Director of German United States
First Spring Studies at the Center for
Corporation European Studies at
499 Park Avenue Harvard University and
New York, New York Chairman of First Spring
USA 10022 Corporation (an
investment company)
<PAGE>
Page 27 of 75 Pages
Name and Principal Business
Business Address or Occupation Citizenship
---------------- ------------------- -----------
LEONARD M. NELSON Shareholder of Bernstein, United States
100 Middle Street Shur, Sawyer & Nelson,
Portland, Maine P.C. (attorneys)
USA 04104
During the last five years, none of the foregoing: (i) has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors); or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The persons filing the Schedule 13D currently have no plans
or proposals of the type which would be required to be disclosed pursuant
to this Item 4.
Item 5. Interest in Securities of the Issuer.
Current Ownership. As of the date hereof, Bronfman
Associates, a New York general partnership ("BA"), owns 61,068,088 Shares
or approximately 16.5% of the outstanding Shares. Edgar M. Bronfman is
the Managing Partner of BA and the other partners of BA are the Edgar
Miles Bronfman Trust (the "EMBT"), which holds a 99% general partnership
interest, and the children of Edgar M. Bronfman, including Samuel Bronfman
II, Edgar Bronfman, Jr. and Matthew Bronfman. The EMBT owns no Shares
directly. Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman,
Harold R. Handler, Mayo A. Shattuck III and John L. Weinberg are the
trustees of the EMBT and of the PBBT/Edgar Miles Bronfman Family Trust
(the "PBBT/EMBFT"), which are trusts for the benefit of Edgar M. Bronfman
and his descendants. The PBBT/EMBFT owns 1,486,516 Shares or
approximately 0.40% of the outstanding Shares.
The Charles Bronfman Family Trust (the "CBFT"), the Charles
Rosner Bronfman Family Trust (the "CRBFT"), The Charles Bronfman Trust
(the "CBT") and The Charles R. Bronfman Trust (the "CRBT"), trusts for the
benefit of Charles R. Bronfman and his descendants, directly own
24,820,000 Shares, 24,800,000 Shares, 2,350,000 Shares and 2,350,000
Shares, or approximately 6.7%, 6.7%, 0.63% and 0.63% of the outstanding
Shares, respectively. Ellen J. Bronfman Hauptman, Trevor Carmichael,
Barclays Finance Corporation of Barbados Limited and Royal Bank of Canada
<PAGE>
Page 28 of 75 Pages
(Caribbean) Corporation are the trustees of the CBFT, Stephen R. Bronfman,
Ellen J. Bronfman Hauptman, Arnold M. Ludwick and Robert S. Vineberg are
the trustees of the CRBFT and Gary J. Gartner, Steven H. Levin and Jeffrey
D. Scheine are the trustees of each of the CBT and the CRBT.
The Saidye Rosner Bronfman Ruby Trust, the Saidye Rosner
Bronfman Topaz Trust and the Comet Trust (the "de Gunzburg Trusts"),
trusts for the benefit of descendants of the late Minda de Gunzburg, own
5,536,348 Shares, 4,033,552 Shares and 613,032 Shares, or approximately
1.5%, 1.1% and 0.17% of the outstanding Shares, respectively. Stanley N.
Bergman, Dr. Guido Goldman and Leonard M. Nelson are the trustees of the
de Gunzburg Trusts.
Philotecton Canada Inc. ("Philotecton"), a corporation
wholly owned by Phyllis Lambert, owns 828,000 Shares or approximately
0.22% of the outstanding Shares.
Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert and
the late Minda de Gunzburg are siblings.
The Claridge Foundation, a charitable foundation the members
and directors of which include Charles R. Bronfman, Stephen R. Bronfman
and Arnold M. Ludwick, owns 3,280,000 Shares or approximately 0.88% of the
outstanding Shares. The Chastell Foundation, a charitable foundation the
members and directors of which include Charles R. Bronfman, Stephen R.
Bronfman and Arnold M. Ludwick, owns 594,164 Shares or approximately 0.16%
of the outstanding Shares. The Samuel Bronfman Foundation, a charitable
foundation the trustees of which include Edgar M. Bronfman, Charles R.
Bronfman, Samuel Bronfman II and Edgar Bronfman, Jr., owns 240,000 Shares
or approximately 0.06% of the outstanding Shares.
Edgar M. Bronfman owns directly 240 Shares, holds currently
exercisable options to acquire 831,788 Shares and serves as an executor of
an estate which owns 356 Shares; Charles R. Bronfman owns directly
1,002,760 Shares, holds currently exercisable options to acquire 408,768
Shares and serves as an executor of an estate which owns 356 Shares;
Phyllis Lambert owns directly 172,000 Shares; Samuel Bronfman II owns
directly 240 Shares and holds currently exercisable options to acquire
113,668 Shares; Edgar Bronfman, Jr. owns directly 240 Shares, holds
currently exercisable options to acquire 1,639,600 Shares and, through an
investment in the Joseph E. Seagram & Sons, Inc. 401(k) Plan with a value
of $24,540.86 as of December 31, 1996, owns indirectly approximately 633
Shares; Matthew Bronfman owns directly 240 Shares; Stephen R. Bronfman
owns directly 24,000 Shares; Ellen J. Bronfman Hauptman owns directly
24,000 Shares; John L. Weinberg owns directly 12,000 Shares and Robert S.
Vineberg owns indirectly 53,200 Shares. Except with respect to Shares
held by Edgar Bronfman, Jr. through the 401(k) Plan, each of such persons
has the sole power to vote, or direct the voting of, and the sole power to
dispose of, or direct the disposition of, the Shares stated to be owned
directly, or indirectly in the case of Mr. Vineberg, by such person. In
addition, the spouse of Edgar M. Bronfman owns directly 1,840 Shares, and
the spouse of Charles R. Bronfman owns directly 12,000 Shares.
<PAGE>
Page 29 of 75 Pages
The power to vote, or direct the voting of, and the power to
dispose of, or direct the disposition of, the Shares beneficially owned by
each of the aforementioned trusts is shared by the respective trustees of
such trusts, except that the authority of the trustees to vote and dispose
of the Shares beneficially owned by the trusts is limited by the voting
trust agreements and right of first refusal agreements described below.
Charles R. Bronfman is the voting trustee under a Voting
Trust Agreement dated August 3, 1984, as amended, covering the 120,748,768
Shares owned directly or indirectly by the EMBT, the PBBT/EMBFT, the CBFT,
the CRBFT, the CBT, the CRBT, The Claridge Foundation and The Chastell
Foundation, along with 700,000 shares owned by Charles R. Bronfman. See
Item 6 - "Voting Trust Agreements" below.
Edgar M. Bronfman, Charles R. Bronfman, Stanley N. Bergman,
Leonard M. Nelson and Dr. Guido Goldman are the voting trustees under a
Voting Trust Agreement dated May 15, 1986 covering the 10,182,932 Shares
owned by the de Gunzburg Trusts, and 316,328 Shares owned by Jean de
Gunzburg. See Item 6 - "Voting Trust Agreements" below.
The Shares subject to the aforementioned voting trusts,
along with Shares owned by Phyllis Lambert and Philotecton, are subject to
certain right-of-first-refusal agreements. See Item 6 - "Right of First
Refusal Agreements" below.
Each person identified in the Schedule 13D expressly
disclaims any beneficial interest in the Shares, except for those Shares
which are stated to be owned directly by such person or, in the case of
Phyllis Lambert, owned by Philotecton, and except to the extent of such
person's beneficial interest in a trust which owns such Shares.
Except to the extent expressly provided in agreements
described in the Schedule 13D, the persons filing this statement expressly
disclaim (i) that the trustees of the trusts referred to in the Schedule
13D act as a group with the trustees of any other trusts referred to in
the Schedule 13D, and (ii) that any group exists with respect to the
Shares referred to in the Schedule 13D.
The number of Shares over which the trustees of the trusts
described herein, Phyllis Lambert and Samuel Bronfman II exercise voting
or dispositive power, either sole or shared, are set forth on the cover
pages hereto. Percentages set forth on such cover pages and in this Item 5
are based on the 370,758,256 Shares outstanding as of January 31, 1997.
Recent Transactions. This amendment to the Schedule 13D is
being filed to reflect the recent reorganization of certain family
ownership interests. On December 30, 1996, the Charles Rosner Bronfman
Trust distributed 700,000 Shares to Charles R. Bronfman, sold 875,000
Shares at $40.875 per Share to each of the CBT and the CRBT and
distributed 2,950,000 Shares to the CBFT. On December 31, 1996, the CBFT
distributed 2,950,000 Shares to Ellen J. Bronfman Hauptman. On January 7,
1997, Ellen J. Bronfman Hauptman donated 1,475,000 Shares to each of the
CBT and the CRBT. On February 17, 1997, the Charles Rosner Bronfman Trust
distributed 20,000 Shares to the CBFT and distributed 3,280,000 Shares to
The Claridge Foundation. After giving effect to such transactions, the
Charles Rosner Bronfman Trust no longer owns any Shares.<PAGE>
Page 30 of 75 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
Voting Trust Agreements. The aforementioned trusts and
certain related persons are parties to several agreements (the
"Agreements") governing the voting and disposition of certain of their
Shares, which Agreements have been previously filed as exhibits to the
Schedule 13D or are filed herewith. Reference is made to such exhibits
for the complete text of the Agreements, and the following description of
the Agreements is qualified in its entirety by such reference. The
following summaries utilize certain capitalized terms (not otherwise
defined herein) which are defined in the respective Agreements.
Original Voting Trust - Charles R. Bronfman is the voting
trustee (the "Voting Trustee") under the Voting Trust Agreement dated
August 3, 1984, as amended (the "Original Voting Trust"), covering the
120,748,768 Shares owned directly or indirectly by the EMBT, the
PBBT/EMBFT, the CBFT, the CRBFT, the CBT, the CRBT, The Claridge
Foundation and The Chastell Foundation, along with 700,000 Shares owned by
Charles R. Bronfman.
The Original Voting Trust, which has a term of twenty years,
provides that the Voting Trustee will pay to the registered holders of
Voting Trust Certificates (which represent Shares so deposited) all cash
dividends and other distributions received by the Voting Trustee with
respect to the deposited Shares, other than distributions of additional
Shares or other Voting Securities, which will be retained by the Voting
Trustee. Additional Shares may be deposited with the Voting Trustee at
any time. The Shares subject to the Original Voting Trust may not be
sold, transferred, assigned or otherwise dealt with except as permitted by
the Principal RFR Agreement or the Ancillary RFR Agreement, as the case
may be, described below. Shares sold pursuant to the Principal RFR
Agreement to a purchaser which is not a party to the Original Voting Trust
may be released from the Original Voting Trust.
The Original Voting Trust also provides that each of the
EMBT Group and CRBT Group (as described below) may appoint a single Voting
Trustee, who must be a Canadian resident on the date of appointment, and
may establish the term of office and mode of replacement for such Voting
Trustee. In the event any Group (as described below) holds an aggregate
of less than 16,000,000 Shares, the Voting Trustee nominated by that Group
must resign and that Group will no longer be entitled to nominate a Voting
Trustee until its aggregate holdings exceed 16,000,000 Shares. Each of
the EMBT Group and CRBT Group has agreed that Charles R. Bronfman shall
serve as the sole Voting Trustee under the Original Voting Trust.
The Voting Trustee has the right in his sole discretion to
vote the deposited Shares with respect to any and all matters. The
Original Voting Trust provides that the Voting Trustees, if more than one,
are to act by unanimous decision in exercising the voting rights with
respect to the deposited Shares. If the Voting Trustees cannot act
unanimously, the Original Voting Trust provides for alternate means of
voting the deposited Shares.
<PAGE>
Page 31 of 75 Pages
Agreement Respecting Original Voting Trust - The members of
the CRBT Group are party to an Agreement Respecting Voting Trust
Agreement, dated as of December 17, 1992 (the "CRBT Group Agreement"),
relating to the Original Voting Trust. The CRBT Group Agreement, which
terminates on the fifth anniversary of the date of death of Charles R.
Bronfman, acknowledges that the parties thereto are bound by the Original
Voting Trust and that Charles R. Bronfman is the nominee of the Group to
serve as Voting Trustee pursuant to the Original Voting Trust and provides
for his replacement as the nominee of the CRBT Group in the event of his
death, incapacity, resignation, or deemed resignation. The CRBT Group
Agreement further provides that the parties thereto will be deemed to have
entered into a new voting trust agreement containing specified provisions
of the Original Voting Trust Agreement should the Original Voting Trust
terminate while the CRBT Group Agreement is in effect.
New Voting Trust - Edgar M. Bronfman, Charles R. Bronfman,
Stanley N. Bergman, Leonard M. Nelson and Dr. Guido Goldman are the voting
trustees under a Voting Trust Agreement dated May 15, 1986 (the "New
Voting Trust") covering the 10,182,932 Shares owned by the de Gunzburg
Trusts, and 316,328 Shares owned by Jean de Gunzburg. The New Voting
Trust contains terms which are substantially similar to those of the
Original Voting Trust.
Right-of-First-Refusal Agreements. The Shares subject to
the aforementioned voting trusts, along with 700,000 Shares owned by
Charles R. Bronfman and the Shares owned by Phyllis Lambert and
Philotecton, are subject to certain right-of-first-refusal agreements.
Principal RFR Agreement - Certain of the Shares subject to
the aforementioned voting trusts, along with 700,000 Shares owned by
Charles R. Bronfman and the Shares owned by Phyllis Lambert and
Philotecton, are subject to a right-of-first-refusal agreement, dated
August 3, 1984 (the "Principal RFR Agreement"), which places certain
restrictions on the manner of dispositions by the parties thereto. The
restrictions lapse after 20 years.
The Principal RFR Agreement provides, in general terms,
that the holders of Shares subject thereto and their respective "Permitted
Transferees" (which term generally includes the beneficiaries of the
applicable trusts, the lineal descendants of such beneficiaries, and
certain other related parties) constitute four "Groups" (the "EMBT Group",
the "CRBT Group", the "AMBT Group" and the "PBBT Group") and that no Group
may sell Shares which are subject to the Principal RFR Agreement (other
than to persons who would be Permitted Transferees of that Group) without
first permitting the other Groups an opportunity to purchase such Shares.
The Principal RFR Agreement provides that no member of a
Group may sell Shares to a person other than a Permitted Transferee of
such Group, without first offering such Shares to the other Groups. Each
other Group has a period of 30 days in which to purchase its proportionate
share of the offered Shares (based upon its holding of Shares) at a price
equal to (i) the purchase price offered by a third party, if the sale to
such party is not to be made on an exchange, or (ii) the average sale
price of the Shares on The Montreal Exchange and The Toronto Stock
<PAGE>
Page 32 of 75 Pages
Exchange or, in certain cases, The New York Stock Exchange, during the
four consecutive trading days preceding the Notice Receipt Date, if the
Shares are to be sold on an exchange. If not all the Groups elect to
purchase the offered Shares, the purchasing Groups may choose to purchase
the Shares to which the non-purchasing Group was entitled, provided that,
in the event of a private sale to a third party, the offering Group is not
required to sell the offered Shares to such purchasing Groups unless all
the offered Shares are so purchased.
The Principal RFR Agreement further provides that if the
CRBT Group and the EMBT Group jointly offer to sell some or all of their
Shares to a third party, they must first offer to sell such Shares to the
AMBT Group and the PBBT Group and, in addition, must cause the offeror to
make an offer to the AMBT Group and the PBBT Group to purchase all or a
proportionate share (depending upon the circumstances) of the Shares owned
by such Groups.
In addition, any Group may sell Shares to any other Group
only after the other two Groups are permitted the opportunity to purchase
their proportionate share of the offered Shares.
The Principal RFR Agreement also provides that purchases or
sales of blocks of Shares (as defined in the Principal RFR Agreement) may
not be made until after the other Groups have had an opportunity to
participate in such purchase or sale, as the case may be, on a
proportionate basis.
The Principal RFR Agreement may be amended by Groups
collectively owning two-thirds of the Shares subject to the Agreement,
subject to the veto right of any Group owning not less than 8,000,000
Shares. Any Group which registers opposition to a duly adopted amendment
may thereafter withdraw its Shares from the Principal RFR Agreement.
CRBT Group RFR Agreement - Members of the CRBT Group are
further subject to a right-of-first-refusal agreement, dated as of
December 17, 1992 (the "CRBT Group RFR Agreement"), which, among other
things, places certain restrictions on the manner of dispositions of
Shares by the members of the CRBT Group, including by reaffirming that
such dispositions be made in accordance with the Principal RFR Agreement.
Generally, under the CRBT Group RFR Agreement members of the CRBT Group
have rights of first refusal among themselves that are substantially
similar to the rights of first refusal among the Groups under the
Principal RFR Agreement. In addition, the prior approval of the trustees
of the Charles Rosner Bronfman Trust is required for the transfer or
other disposition of Shares by any member of the CRBT Group other than to
a permitted transferee of such member and for the pledge or other
encumbrance of Shares by any member of the CRBT Group.
Ancillary RFR Agreement - Members of the AMBT Group, EMBT
and the Charles Rosner Bronfman Trust are subject to a right-of-first-
refusal agreement, dated as of August 3, 1984 (the "Ancillary RFR
Agreement"), which, among other things, places certain restrictions on
the manner and volume of dispositions of certain Shares by the parties.
<PAGE>
Page 33 of 75 Pages
The Ancillary RFR Agreement provides, in general terms, that
members of the AMBT Group may not, at any time after November 10, 1984,
sell Shares subject to the Ancillary RFR Agreement (other than to
Permitted Transferees) without first offering such Shares to EMBT and the
Charles Rosner Bronfman Trust. The EMBT and the Charles Rosner Bronfman
Trust have a period of 30 days in which to purchase the offered Shares at
a price equal to (i) the closing price of the Shares on the Toronto Stock
Exchange on the Notice Date, if the sale is to be made on an exchange or
(ii) the purchase price offered by a third party, if the sale is not to be
made on an exchange. If neither EMBT nor the Charles Rosner Bronfman
Trust exercise their rights of first refusal the offering member of the
AMBT Group may sell such offered Shares within the 90-day period following
the end of the aforementioned 30-day period.
The Ancillary RFR Agreement further provides that if EMBT
and the Charles Rosner Bronfman Trust jointly offer to sell some or all of
their Shares to a third party, they must first offer to sell such Shares
to the AMBT Group. In addition, EMBT and the Charles Rosner Bronfman
Trust may require the AMBT Group to sell all of its Shares (or a portion
thereof if EMBT and the Charles Rosner Bronfman Trust intend to sell a
majority but not all of their Shares) to a third party at the same price
per Share and on the same terms and conditions as those set forth in the
offer acceptable to EMBT and the Charles Rosner Bronfman Trust.
Item 7. Material to be Filed as Exhibits.
A. Powers of Attorney.
B. Agreement Respecting Voting Trust Agreement, dated as of
December 17, 1992.
C. Right of First Refusal Agreement, dated as of December 17,
1992.
D. Joint filing Agreement.
<PAGE>
Page 34 of 75 Pages
Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: March 12, 1997
EDGAR M. BRONFMAN, individually, as
trustee under certain trusts for
the benefit of descendants of the
late Samuel Bronfman, as Managing
Partner of Bronfman Associates, as
trustee of a certain charitable
foundation and as voting trustee
under a certain voting trust
agreement
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant
to Powers of Attorney
previously filed with the
Securities and Exchange
Commission)
THE HON. CHARLES R. BRONFMAN,
individually, as director or
trustee of certain charitable
foundations and as voting trustee
under certain voting trust
agreements
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
previously filed with the
Securities and Exchange
Commission)
PHYLLIS LAMBERT
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney<PAGE>
Page 35 of 75 Pages
previously filed with the
Securities and Exchange
Commission)
SAMUEL BRONFMAN II, individually
and as trustee of a certain
charitable foundation
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant
to a Power of Attorney
previously filed with the
Securities and Exchange
Commission)
EDGAR BRONFMAN, JR., individually,
as trustee under certain trusts for
the benefit of descendants of the
late Samuel Bronfman and as trustee
of a certain charitable foundation
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant
to Powers of Attorney
previously filed with the
Securities and Exchange
Commission)
MATTHEW BRONFMAN, individually and
as trustee under certain trusts for
the benefit of descendants of the
late Samuel Bronfman
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant
to Powers of Attorney
previously filed with the
Securities and Exchange
Commission)<PAGE>
Page 36 of 75 Pages
STEPHEN R. BRONFMAN, individually,
as trustee under a certain trust
for the benefit of descendants of
the late Samuel Bronfman and as
director of a certain charitable
foundation
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
previously filed with the
Securities and Exchange
Commission)
ELLEN J. BRONFMAN HAUPTMAN,
individually and as trustee under
certain trusts for the benefit of
descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
previously filed with the
Securities and Exchange
Commission)
/s/ Harold R. Handler
HAROLD R. HANDLER, as trustee under
certain trusts for the benefit of
descendants of the late Samuel
Bronfman
MAYO A. SHATTUCK III, as trustee
under certain trusts for the
benefit of descendants of the late
Samuel Bronfman
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant
to a Power of Attorney
filed herewith)<PAGE>
Page 37 of 75 Pages
JOHN L. WEINBERG, individually and
as trustee under certain trusts for
the benefit of descendants of the
late Samuel Bronfman
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant
to Powers of Attorney
previously filed with the
Securities and Exchange
Commission)
ARNOLD M. LUDWICK, as trustee under
a certain trust for the benefit of
descendants of the late Samuel
Bronfman and as a director of
certain charitable foundations
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
previously filed with the
Securities and Exchange
Commission)
ROBERT S. VINEBERG, as trustee
under a certain trust for the
benefit of descendants of the late
Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
previously filed with the
Securities and Exchange
Commission)
GARY J. GARTNER, as trustee under
certain trusts for the benefit of
descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
filed herewith)<PAGE>
Page 38 of 75 Pages
STEVEN H. LEVIN, as trustee under
certain trusts for the benefit of
descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
filed herewith)
JEFFREY D. SCHEINE as trustee under
certain trusts for the benefit of
descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
filed herewith)
TREVOR CARMICHAEL, as trustee under
a certain trust for the benefit of
descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
filed herewith)
BARCLAYS FINANCE CORPORATION OF
BARBADOS LIMITED, as trustee under
a certain trust for the benefit of
descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
filed herewith)<PAGE>
Page 39 of 75 Pages
ROYAL BANK OF CANADA (CARIBBEAN)
CORPORATION, as trustee under a
certain trust for the benefit of
descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant
to a Power of Attorney
filed herewith)
/s/ Stanley N. Bergman
STANLEY N. BERGMAN, as trustee
under certain trusts for the
benefit of descendants of the late
Minda de Gunzburg and as voting
trustee under a certain voting
trust agreement
/s/ Guido Goldman
DR. GUIDO GOLDMAN, as trustee under
certain trusts for the benefit of
descendants of the late Minda de
Gunzburg and as voting trustee
under a certain voting trust
agreement
/s/ Leonard M. Nelson
LEONARD M. NELSON, as trustee under
certain trusts for the benefit of
descendants of the late Minda de
Gunzburg and as voting trustee
under a certain voting trust
agreement<PAGE>
Page 40 of 75 Pages
EXHIBIT INDEX
Sequentially
Description of Exhibit Numbered Page
A. Powers of Attorney 41
B. Agreement Respecting Voting Trust Agreement, dated as of
December 17, 1992 49
C. Right of First Refusal Agreement, dated as of December 17,
1992 55
D. Joint Filing Agreement 69
<PAGE>
Page 41 of 75 Pages
EXHIBIT A
<PAGE>
Page 42 of 75 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, individually,
as a trustee of the Edgar Miles Bronfman Trust, and in any other capacity,
hereby constitutes and appoints EDGAR M. BRONFMAN, EDGAR BRONFMAN, JR.,
MATTHEW BRONFMAN, HAROLD R. HANDLER and JOHN L. WEINBERG and each of them
severally, as his true and lawful attorneys and agents, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in the name, place and stead of the undersigned
any statement or report, including any amendment to any statement or report,
required to be filed with respect to the undersigned under Section 13 or
Section 16 of the United States Securities Exchange Act of 1934, as amended,
and any rules, regulations and requirements thereunder, or any statement or
report, including any amendment to any statement or report, required to be
filed with respect to the undersigned under any comparable laws, rules,
regulations and requirements of any foreign jurisdiction, and to file any of
the same with the Securities and Exchange Commission and any other
appropriate U.S. and foreign regulatory authorities, said attorneys and
agents having full power and authority to do and perform in the name and on
behalf of the undersigned every act necessary to be done in the premises as
fully and as effectually as the undersigned might or could do in person; and
the undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these presents as
of the 30th day of June, 1996.
/s/ Mayo A. Shattuck III
<PAGE>
Page 43 of 75 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the
undersigned's capacity as a trustee of the Charles R. Bronfman Trust, hereby
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.
VINEBERG and each of them severally, as the undersigned's true and lawful
attorneys and agents, with power to act with or without the others and with
full power of substitution and resubstitution, to execute in the name, place
and stead of the undersigned any statement or report, including any amendment
to any statement or report, required to be filed with respect to the
undersigned under Section 13 or Section 16 of the United States Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements
thereunder, or any statement or report, including any amendment to any
statement or report, required to be filed with respect to the undersigned
under any comparable laws, rules, regulations and requirements of any foreign
jurisdiction, and to file any of the same with the Securities and Exchange
Commission and any other appropriate U.S. and foreign regulatory authorities,
said attorneys and agents having full power and authority to do and perform
in the name and on behalf of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or could
do in person; and the undersigned hereby ratifies and confirms all that said
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 30, 1996.
/s/ Gary J. Gartner
<PAGE>
Page 44 of 75 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the
undersigned's capacity as a trustee of the Charles R. Bronfman Trust, hereby
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.
VINEBERG and each of them severally, as the undersigned's true and lawful
attorneys and agents, with power to act with or without the others and with
full power of substitution and resubstitution, to execute in the name, place
and stead of the undersigned any statement or report, including any amendment
to any statement or report, required to be filed with respect to the
undersigned under Section 13 or Section 16 of the United States Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements
thereunder, or any statement or report, including any amendment to any
statement or report, required to be filed with respect to the undersigned
under any comparable laws, rules, regulations and requirements of any foreign
jurisdiction, and to file any of the same with the Securities and Exchange
Commission and any other appropriate U.S. and foreign regulatory authorities,
said attorneys and agents having full power and authority to do and perform
in the name and on behalf of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or could
do in person; and the undersigned hereby ratifies and confirms all that said
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 30, 1996.
/s/ Steven H. Levin
<PAGE>
Page 45 of 75 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the
undersigned's capacity as a trustee of the Charles Bronfman Trust, hereby
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.
VINEBERG and each of them severally, as the undersigned's true and lawful
attorneys and agents, with power to act with or without the others and with
full power of substitution and resubstitution, to execute in the name, place
and stead of the undersigned any statement or report, including any amendment
to any statement or report, required to be filed with respect to the
undersigned under Section 13 or Section 16 of the United States Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements
thereunder, or any statement or report, including any amendment to any
statement or report, required to be filed with respect to the undersigned
under any comparable laws, rules, regulations and requirements of any foreign
jurisdiction, and to file any of the same with the Securities and Exchange
Commission and any other appropriate U.S. and foreign regulatory authorities,
said attorneys and agents having full power and authority to do and perform
in the name and on behalf of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or could
do in person; and the undersigned hereby ratifies and confirms all that said
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 30, 1996.
/s/ Jeffrey D. Scheine
<PAGE>
Page 46 of 75 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in its
capacity as a trustee of the Charles Bronfman Family Trust, hereby
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.
VINEBERG and each of them severally, as the undersigned's true and lawful
attorneys and agents, with power to act with or without the others and with
full power of substitution and resubstitution, to execute in the name, place
and stead of the undersigned any statement or report, including any amendment
to any statement or report, required to be filed with respect to the
undersigned under Section 13 or Section 16 of the United States Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements
thereunder, or any statement or report, including any amendment to any
statement or report, required to be filed with respect to the undersigned
under any comparable laws, rules, regulations and requirements of any foreign
jurisdiction, and to file any of the same with the Securities and Exchange
Commission and any other appropriate U.S. and foreign regulatory authorities,
said attorneys and agents having full power and authority to do and perform
in the name and on behalf of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or could
do in person; and the undersigned hereby ratifies and confirms all that said
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 18, 1996.
/s/ Dr. Trevor Carmichael, Q.C.
<PAGE>
Page 47 of 75 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in its
capacity as a trustee of the Charles Bronfman Family Trust, hereby
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.
VINEBERG and each of them severally, as the undersigned's true and lawful
attorneys and agents, with power to act with or without the others and with
full power of substitution and resubstitution, to execute in the name, place
and stead of the undersigned any statement or report, including any amendment
to any statement or report, required to be filed with respect to the
undersigned under Section 13 or Section 16 of the United States Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements
thereunder, or any statement or report, including any amendment to any
statement or report, required to be filed with respect to the undersigned
under any comparable laws, rules, regulations and requirements of any foreign
jurisdiction, and to file any of the same with the Securities and Exchange
Commission and any other appropriate U.S. and foreign regulatory authorities,
said attorneys and agents having full power and authority to do and perform
in the name and on behalf of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or could
do in person; and the undersigned hereby ratifies and confirms all that said
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 19, 1996.
/s/ Barclays Finance Corporation of
Barbados Limited
<PAGE>
Page 48 of 75 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in its
capacity as a trustee of the Charles Bronfman Family Trust, hereby
constitutes and appoints MICHEL BOUCHER, ANDREW J. PARSONS and ROBERT S.
VINEBERG and each of them severally, as the undersigned's true and lawful
attorneys and agents, with power to act with or without the others and with
full power of substitution and resubstitution, to execute in the name, place
and stead of the undersigned any statement or report, including any amendment
to any statement or report, required to be filed with respect to the
undersigned under Section 13 or Section 16 of the United States Securities
Exchange Act of 1934, as amended, and any rules, regulations and requirements
thereunder, or any statement or report, including any amendment to any
statement or report, required to be filed with respect to the undersigned
under any comparable laws, rules, regulations and requirements of any foreign
jurisdiction, and to file any of the same with the Securities and Exchange
Commission and any other appropriate U.S. and foreign regulatory authorities,
said attorneys and agents having full power and authority to do and perform
in the name and on behalf of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or could
do in person; and the undersigned hereby ratifies and confirms all that said
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed these presents as
of December 18, 1996.
/s/ Royal Bank of Canada
(Caribbean) Corporation<PAGE>
Page 49 of 75 Pages
EXHIBIT B
<PAGE>
Page 50 of 75 Pages
AGREEMENT RESPECTING VOTING TRUST AGREEMENT
MEMORANDUM OF AGREEMENT entered into as of the 17th day of
December, 1992.
BY AND BETWEEN: CHARLES R. BRONFMAN, STEPHEN ROSNER BRONFMAN, SENATOR E. LEO
KOLBER, PHYLLIS LAMBERT, SAMUEL MINZBERG, and ROBERT
VINEBERG, es qualite, as trustees of the trust established
by Deed of Donation dated May 1, 1942 by Samuel Bronfman to
Allan Bronfman, Lazarus Phillips, K.C., and Henry Gordon
Norman in favour of Charles Rosner Bronfman and his issue;
(herein referred to as the "CRBT")
AND: STEPHEN ROSNER BRONFMAN, ELLEN JANE BRONFMAN, ARNOLD M.
LUDWICK and ROBERT S. VINEBERG, es qualite, as trustees of the
trust established by Deed of Donation by Stephen Rosner
Bronfman to the said Stephen Rosner Bronfman, Ellen Jane
Bronfman, Arnold M. Ludwick and Robert S. Vineberg, which deed
was executed before Mtre Sheldon Merling, Notary, on February
8, 1988 and registered at Montreal on February 10, 1988 under
number 3983977;
(herein referred to as the "CRBFT")
AND: GARY GARTNER, LAWRENCE GILBERTI and STEVEN LEVIN, es qualite,
as trustees of the trust established by Deed of Donation by
Ellen Jane Bronfman to the said Ellen Jane Bronfman, Stephen
Rosner Bronfman, Arnold M. Ludwick and Robert S. Vineberg,
which deed was executed before Earl Merling, Notary, on June
28, 1988 and registered at the Registry Office for the
Registration Division of Montreal under number 4046329;
(herein referred to as the "CBFT")
AND: CHARLES ROSNER BRONFMAN, Executive, of the City of Westmount,
Province of Quebec
(herein referred to as "CRB")
AND: ELLEN JANE BRONFMAN, Executive, of the City of New York,
State of New York
(herein referred to as "EJB")
AND: STEPHEN ROSNER BRONFMAN, Executive, of the City of Montreal,
Province of Quebec
(herein referred to as "SRB")
WHEREAS the CRBT and CRB were among the parties to that
certain Voting Trust Agreement entered into on August 3, 1984 among the Edgar
Miles Bronfman Trust, the CRBT, the Aileen Minda Bronfman Trust, CRB,
Bancroft Investments Limited, M.A.B. Holdings Limited, the Honourable E. Leo
Kolber and Philip F. Vineberg, which Voting Trust Agreement governs the
<PAGE>
Page 51 of 75 Pages
manner in which the common shares of The Seagram Company Ltd. owned by the
parties thereto shall be voted and is herein referred to as the "Voting Trust
Agreement";
WHEREAS pursuant to an agreement dated December 30, 1991,
the CRBT transferred to the CBFT its beneficial interest in six million two
hundred thousand (6,200,000) Seagram Shares, which Seagram Shares have
subsequently been divided on a four for one basis;
WHEREAS the CBFT is a Permitted Transferee of the CRBT and
contemporaneously with the transfer by the CRBT to the CBFT of the beneficial
interest in six million two hundred thousand (6,200,000) Seagram Shares, the
CBFT entered into an agreement pursuant to which the CBFT undertook to be
bound by the provisions of the Voting Trust Agreement as if it had been an
original signatory thereto;
WHEREAS the CRBT proposes to transfer an additional number
of Seagram Shares to the CRBFT;
WHEREAS the parties hereto wish to recognize their rights
and obligations pursuant to the Voting Trust Agreement and to provide to and
in favour of one another certain additional covenants and agreements with
respect to the voting of the Seagram Shares presently owned by them and which
they may acquire in the future.
NOW THEREFORE THIS AGREEMENT WITNESSETH:
1. The preamble hereto shall form an integral part hereof.
2. For the purposes hereof, capitalized terms shall have the meanings
ascribed thereto in the Voting Trust Agreement, unless otherwise
herein defined.
3. Each of the parties to this agreement which is a holder of Seagram
Shares (or a beneficial interest therein) acknowledges that it is
bound by the Voting Trust Agreement and each of the parties to this
agreement which is not presently a holder of Seagram Shares (or a
beneficial interest therein) acknowledges that upon its acquisition
of a beneficial interest in Seagram Shares, it shall execute an
agreement undertaking that it will be bound by the Voting Trust
Agreement as if it had been an original signatory thereto as a
Shareholder, the whole in accordance with the provisions of the
Voting Trust Agreement.
4. The parties acknowledge that CRB is the nominee of the CRBT Group to
serve as Voting Trustee pursuant to the Voting Trust Agreement and
that CRB shall remain as the nominee of the CRBT Group to serve as
Voting Trustee pursuant to the Voting Trust Agreement until his
resignation, death or incapacity; CRB while he is the nominee of the
CRBT Group to serve as Voting Trustee pursuant to the Voting Trust
Agreement, and each of his successors thereto, is herein referred to
as the "CRBT Voting Trustee".
5. In the event that it shall be determined by the vote or written
confirmation of the trustees of the CRBT then in office (or if the
CRBT be no longer in existence, by the persons who were trustees of
<PAGE>
Page 52 of 75 Pages
the CRBT immediately prior to its dissolution) that the CRBT Voting
Trustee is incapable of fulfilling his functions, and such
determination is confirmed in writing by both of SRB and EJB (except
in the event of the death or incapacity of either of them, in which
event the confirmation of the other of them shall be required and
except in the event of the death or incapacity of both of them, in
which event no such confirmation shall be required), then the CRBT
Voting Trustee shall be deemed to be incapable and to have resigned
as CRBT Voting Trustee.
6. In the event of the death, incapacity, resignation or deemed
resignation of the CRBT Voting Trustee, he shall be replaced as CRBT
Voting Trustee by such person as shall be approved by the vote of the
trustees of the CRBT, of the CRBFT and of the CBFT, the trustees of
each such trust voting as a group, and as shall also be approved by
each of SRB and EJB (except in the event of their death or
incapacity, in which event such approval shall not be required); in
the event that the trustees of the CRBT, the CRBT and the CBFT
together with SRB and EJB cannot thus determine the person to act as
the replacement CRBT Voting Trustee, then the replacement CRBT Voting
Trustee shall be such person as shall be determined by the trustees
of the CRBT. Whenever reference is made in this section to an
approval or determination by the Trustees of the CRBT and the CRBT is
no longer in existence, then such approval or determination shall be
required by the majority of the persons who were trustees of the CRBT
immediately prior to its dissolution.
7. The CRBT Voting Trustee shall possess and be entitled to exercise in
his sole and uncontrolled discretion all shareholders' rights of
every kind with respect to the Voting Trust Securities directly
and/or beneficially owned by the parties to this agreement (save that
the CRBT Voting Trustee shall not, as such, be entitled to sell,
hypothecate, mortgage, pledge, cede or otherwise transfer the Voting
Trust Securities) including the right to vote and to take part in or
consent to any corporate or shareholders' action in respect of and as
holders of all and any such shares or other securities. In particular,
but without restriction, the CRBT Voting Trustee shall in his
exclusive discretion determine whether he shall be a Dissenting Voting
Trustee as referred to in Sections 9.9 and 9.10 of the Voting Trust
Agreement and the parties hereto who are not the CRBT Voting Trustee
hereby disclaim any right or authority to exercise any of the rights of
dissent granted by Sections 9.9 and 9.10 of the Voting Trust Agreement.
8. This agreement shall terminate (the "Termination Date") on the date
which is the fifth anniversary of the date of death of CRB and in the
event that the Voting Trust Agreement shall have terminated prior to
the Termination Date, the parties hereto shall, on the date of
termination of the Voting Trust Agreement, be deemed to have entered
into a new voting trust agreement among the parties hereto, which
voting trust agreement shall have the term referred to herein, the
sole Voting Trustee thereunder shall be the CRBT Voting Trustee and
the provisions of Articles 4, 5, 6, 7, 9 (excluding Sections 9.9,
9.10 and 9.11), 10 and 11, and Sections 8.4, 8.5 and 8.6, of the
Voting Trust Agreement shall apply to such new voting trust
agreement, mutatis mutandis, except to the extent where such
provisions are manifestly inapplicable.
<PAGE>
Page 53 of 75 Pages
9. In the event that any of the parties to this agreement shall transfer
any Seagram Shares or any beneficial interest therein to any CRBT
Permitted Transferee, it shall be a condition precedent to such
transfer that such CRBT Permitted Transferee shall execute an
agreement, in form and substance satisfactory to legal counsel to the
CRBT, undertaking to be bound by the present agreement.
10. Whenever in this agreement the approval of the Trustees of the CRBT,
of the CRBFT or of the CBFT is required, such approval shall be
deemed to have been given upon the affirmative vote, or the execution
of a written instrument to such effect, of a majority of the Trustees
of the CRBT, CRBFT or CBFT (as the case may be) then in office.
11. Any notice, request or other instrument which may be or is required
to be given under this agreement shall be delivered in person or sent
by overnight courier delivery or by telecopier and shall be addressed:
i) If to the CRBT, CRBFT, CRB or SRB at:
1170 Peel Street
8th Floor
Montreal, Quebec
H3B 4P2
Telecopier: (514) 878-5298
with a copy to:
Phillips & Vineberg
5 Place Ville Marie
Suite 1700
Montreal, Quebec
H3B 2G2
Attention: Robert S. Vineberg
Telecopier: (514) 866-0161
ii) If to CBFT or EJB at:
Goodman Phillips & Vineberg
430 Park Avenue
10th Floor
New York, NY 10022
Attention: Steven Levin
Telecopier: (212) 308-0132
12. This agreement shall be binding upon and enure to the benefit of the
heirs, executors, personal representatives and successors of the
parties hereto.
13. The present agreement shall be governed by and construed in
accordance with the laws of the Province of Quebec and the laws of
Canada applicable therein.
<PAGE>
Page 54 of 75 Pages
14. The parties hereby acknowledge that it is their express wish that
this agreement be drawn in the English language only; les parties
reconnaissent que c'est leur volonte expresse que la presente entente
soit redigee en langue anglaise seulement.
IN WITNESS WHEREOF the parties have executed this agreement
as of the date first above stated.
CHARLES ROSNER BRONFMAN TRUST
PER: /s/ Robert S. Vineberg
------------------------------
Trustee
PER: /s/ Samuel Minzberg
------------------------------
Trustee
CHARLES ROSNER BRONFMAN FAMILY
TRUST
PER: /s/ Robert S. Vineberg
------------------------------
Trustee
PER: /s/ Arnold M. Ludwick
------------------------------
Trustee
CHARLES BRONFMAN FAMILY TRUST
PER: /s/ Lawrence F. Giberti
------------------------------
Trustee
PER: /s/ Gary J. Gartner
------------------------------
Trustee
/s/ Charles Rosner Bronfman
-----------------------------------
CHARLES ROSNER BRONFMAN
/s/ Ellen Jane Bronfman
-----------------------------------
ELLEN JANE BRONFMAN
/s/ Stephen Rosner Bronfman
-----------------------------------
STEPHEN ROSNER BRONFMAN
<PAGE>
Page 55 of 75 Pages
EXHIBIT C
<PAGE>
Page 56 of 75 Pages
RIGHT OF FIRST REFUSAL AGREEMENT
MEMORANDUM OF AGREEMENT entered into as of the 17th day of
December, 1992.
BY AND BETWEEN: CHARLES R. BRONFMAN, STEPHEN ROSNER BRONFMAN, SENATOR E. LEO
KOLBER, PHYLLIS LAMBERT, SAMUEL MINZBERG, and ROBERT
VINEBERG, es qualite, as trustees of the trust established
by Deed of Donation dated May 1, 1942 by Samuel Bronfman to
Allan Bronfman, Lazarus Phillips, K.C., and Henry Gordon
Norman in favour of Charles Rosner Bronfman and his issue;
(herein referred to as the "CRBT")
AND: STEPHEN ROSNER BRONFMAN, ELLEN JANE BRONFMAN, ARNOLD M.
LUDWICK and ROBERT S. VINEBERG, es qualite, as trustees of
the trust established by Deed of Donation by Stephen Rosner
Bronfman to the said Stephen Rosner Bronfman, Ellen Jane
Bronfman, Arnold M. Ludwick and Robert S. Vineberg, which
deed was executed before Mtre Sheldon Merling, Notary, on
February 8, 1988 and registered at Montreal on February 10,
1988 under number 3983977;
(herein referred to as the "CRBFT")
AND: GARY GARTNER, LAWRENCE GILBERTI and STEVEN LEVIN, es
qualite, as trustees of the trust established by Deed of
Donation by Ellen Jane Bronfman to the said Ellen Jane
Bronfman, Stephen Rosner Bronfman, Arnold M. Ludwick and
Robert S. Vineberg, which deed was executed before Earl
Merling, Notary, on June 28, 1988 and registered at the
Registry Office for the Registration Division of Montreal
under number 4046329;
(herein referred to as the "CBFT")
AND: CHARLES ROSNER BRONFMAN, Executive, of the City of
Westmount, Province of Quebec
(herein referred to as "CRB")
AND: ELLEN JANE BRONFMAN, Executive, of the City of New York,
State of New York
(herein referred to as "EJB")
AND: STEPHEN ROSNER BRONFMAN, Executive, of the City of Montreal,
Province of Quebec
(herein referred to as "SRB")
WHEREAS the CRBT and CRB were among the parties to that
certain Right of First Refusal Agreement entered into on August 3, 1984 among
the Edgar Miles Bronfman Trust, the CRBT, the Aileen Minda Bronfman Trust,
<PAGE>
Page 57 of 75 Pages
the Phyllis Barbara Bronfman Trust and CRB, which Right of First Refusal
Agreement governs the rights and obligations of the parties thereto with
respect to common shares owned by them of The Seagram Company Ltd. and is
herein referred to as the "Right of First Refusal Agreement";
WHEREAS pursuant to an agreement dated December 30, 1991,
the CRBT transferred to the CBFT Six Million Two Hundred Thousand (6,200,000)
Seagram Shares, which Seagram Shares have subsequently been divided on a
four-for-one basis:
WHEREAS the CRBT proposes to transfer an additional number
of Seagram Shares to the CRBFT;
WHEREAS the CBFT and the CRBFT are Permitted Transferees of
the CRBT pursuant to the Right of First Refusal Agreement;
WHEREAS the parties hereto wish to recognize their rights
and obligations pursuant to the Right of First Refusal Agreement and to
provide to and in favour of one another certain additional covenants and
agreements with respect to the Seagram Shares presently owned by them and
which they may acquire in the future.
NOW THEREFORE THIS AGREEMENT WITNESSETH:
1. The preamble hereto shall form an integral part hereof.
2. For the purposes hereof, the following terms shall have the following
respective meanings:
a) "CBFT Group" shall mean CBFT and CBFT Permitted Transferees.
b) "CBFT Permitted Transferees" shall mean:
i) EJB and her direct lineal descendants
(inclusive of her or their adopted children);
ii) any trust established heretofore or
hereafter, all of the beneficiaries of
which are among the persons referred to in
subparagraph (i) hereof;
iii) any company directly or indirectly under
the control of any one or more of the
persons or trusts referred to in
subparagraphs (i) and (ii) hereof;
iv) a charitable foundation subject to control
of the persons referred to in subparagraph
(i) above;
v) the legal personal representatives of any
of the persons referred to in subparagraph
(i) above.
c) "CBFT Seagram Securities" shall mean (i) the Seagram Shares
owned by members of the CBFT Group on the date hereof; (ii)
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Page 58 of 75 Pages
all Seagram Securities acquired by members of the CBFT Group
pursuant to the exercise of rights under this agreement or
under the Right of First Refusal Agreement; (iii) any CBFT
Seagram Securities transferred among members of the CBFT
Group, and (iv) any additional securities arising from any
of the foregoing by way of stock dividends (other than stock
dividends payable (a) in respect of shares where the
shareholder has the right to receive the dividends in cash
or stock at his election, or (b) in respect of shares
convertible into another class of shares where the
shareholder has the right to receive a dividend in cash),
reorganizations, recapitalizations or other securities
offering (other than a rights offering) or other similar
proceedings.
d) "CRBT Group" shall mean CRBT and CRBT Permitted Transferees
provided that for the purposes of Sections 7 and 8 of this
agreement, CBFT and CRBFT shall not form part of the CRBT
Group.
e) "CRBT Permitted Transferees" shall mean:
i) CRB;
ii) any trust established heretofore or
hereafter, all of the beneficiaries of
which include CRB and/or his direct lineal
descendants;
iii) any company directly or indirectly under
the control of any one or more of CRB and
the trusts referred to in subparagraph (ii)
hereof;
iv) a charitable foundation subject to the
control of CRB;
v) the legal personal representatives of CRB; and
vi) as to twenty-four million eight hundred
thousand (24,800,000) Seagram Shares, the
CRBFT or any other person or entity within
the CRBFT Group.
f) "CRBT Seagram Securities" shall mean (i) the Seagram Shares
owned by members of the CRBT Group on the date hereof; (ii)
all Seagram Securities acquired by members of the CRBT Group
pursuant to the exercise of rights under this agreement or
under the Right of First Refusal Agreement; (iii) any CRBT
Seagram Securities transferred among members of the CRBT
Group, and (iv) any additional securities arising from any
of the foregoing by way of stock dividends (other than stock
dividends payable (a) in respect of shares where the
shareholder has the right to receive the dividends in cash
or stock at his election, or (b) in respect of shares
convertible into another class of shares where the
<PAGE>
Page 59 of 75 Pages
shareholder has the right to receive a dividend in cash),
reorganizations, recapitalizations or other securities
offering (other than a rights offering) or other similar
proceedings.
g) "CRBFT Group" shall mean CRBFT and CRBFT Permitted
Transferees.
h) "CRBFT Permitted Transferees" shall mean:
i) SRB and his direct lineal descendants
(inclusive of his or their adopted children);
ii) any trust established heretofore or
hereafter, all of the beneficiaries of
which are among the persons referred to in
subparagraph (i) hereof;
iii) any company directly or indirectly under
the control of any one or more of the
persons or trusts referred to in
subparagraphs (i) and (ii) hereof;
iv) a charitable foundation subject to control
of the persons referred to in subparagraph
(i) above;
v) the legal personal representatives of any
of the persons referred to in subparagraph
(i) above.
i) "CRBFT Seagram Securities" shall mean (i) the Seagram Shares
owned by members of the CRBFT Group on the date hereof; (ii)
all Seagram Securities acquired by members of the CRBFT
Group pursuant to the exercise of rights under this
agreement or under the Right of First Refusal Agreement;
(iii) any CRBFT Seagram Securities transferred among members
of the CRBFT Group, and (iv) any additional securities
arising from any of the foregoing by way of stock dividends
(other than stock dividends payable (a) in respect of shares
where the shareholder has the right to receive the dividends
in cash or stock at his election, or (b) in respect of
shares convertible into another class of shares where the
shareholder has the right to receive a dividend in cash),
reorganizations, recapitalizations or other securities
offering (other than a rights offering) or other similar
proceedings.
j) "control" whenever used herein shall mean (i) in the case of
a company or corporation, the beneficial ownership of not
less than 66.67% of each class of voting shares and every
class of common shares and any other securities convertible
into voting shares of any company, and (ii) in the case of a
charitable foundation (which may include a company or
corporation established without pecuniary gain to its
members), at least two-thirds of the directors thereof and
<PAGE>
Page 60 of 75 Pages
at least two-thirds of the members thereof shall be members
of a Group and/or trustees of a trust which constitutes a
member of a Group.
k) "Corporation" shall mean The Seagram Company Ltd. and any
successor company thereto.
l) "Groups" shall mean the CRBT Group, the CBFT Group and the
CRBFT Group collectively, and "Group" shall mean any one of
the CRBT Group, the CBFT Group and the CRBFT Group.
m) "Notice Receipt Date" shall mean the date of receipt of a
notice transmitted (i) by an Offeror pursuant to Section 7,
or (ii) by a Prospective Purchaser pursuant to Section 8
(together with required accompanying documents, if any), and
in the event that the notice is received on different dates
by the parties entitled thereto, the latest such date.
n) "Parties" means each of the parties to this agreement and
any other party which shall undertake to be bound by this
agreement.
o) "Permitted Transferee" shall mean a CRBT Permitted
Transferee, CBFT Permitted Transferee or CRBFT Permitted
Transferee with respect to transfers of Seagram Securities
by members of the CRBT Group, CBFT Group and CRBFT Group
respectively, provided that the Permitted Transferee has
executed an agreement, in form and substance satisfactory to
legal counsel to each of such Groups, undertaking to be
bound by the present agreement and the Right of First
Refusal Agreement.
p) "Right of First Refusal Agreement" has the meaning ascribed
thereto in the preamble hereof.
q) "Seagram Securities" shall mean any and all of the CRBT
Seagram Securities, CBFT Seagram Securities and CRBFT
Seagram Securities.
r) "Seagram Shares" shall mean the issued and outstanding
common shares in the capital stock of The Seagram Company
Ltd. as constituted on the date hereof.
3. Any member or members of any Group (the "Pledgor") shall be entitled
to pledge, mortgage, hypothecate or otherwise encumber all or any
portion of the Seagram Securities owned by such Pledgor subject to
(i) compliance with the provisions of the Right of First Refusal
Agreement, and (ii) obtaining the approval of the trustees of the
CRBT, provided that such approval shall not be required after the
date of death of CRB.
4. Any member of any Group shall be entitled to transfer Seagram
Securities to a Permitted Transferee of such Group, subject to (i)
compliance with the provisions of the Right of First Refusal
Agreement, and in particular the provisions of Sections 2(o) and 13
thereof, and (ii) compliance with the provisions of this agreement.
<PAGE>
Page 61 of 75 Pages
5. Each of the parties acknowledges that the right of any Group or
member thereof to sell, transfer or otherwise dispose of all or any
portion of the Seagram Securities owned by such Group or member
thereof is subject to the provisions of the Right of First Refusal
Agreement and the provisions of this agreement and no Seagram
Securities shall be sold, transferred or otherwise disposed of other
than in compliance with such provisions.
6. In the event that any Group or member thereof wishes to sell,
transfer or otherwise dispose of all or any portion of the Seagram
Securities owned by such Group or member thereof, other than to a
Permitted Transferee, such Group or member thereof shall not sell,
transfer or otherwise dispose of any of its Seagram Securities
without the prior approval of the trustees of the CRBT, provided that
such approval shall not be required after the date of the death of CRB.
7. In the event that any Group or member thereof (the "Offeror") wishes
to sell, transfer or otherwise dispose of all or any portion of the
Seagram Securities owned by it (such securities being hereinafter
referred to as the "Offered Securities") other than to a Permitted
Transferee, the Offeror in addition to the restrictions set forth in
Section 6 hereof, shall not sell, transfer or otherwise dispose of
any of such Offered Securities other than in compliance with the
following provisions:
a) In the event that the Offeror wishes to sell the Offered
Securities other than to members of the public through the
facilities of a stock exchange, the Offeror shall furnish to
the Groups of which the Offeror is not a member (the "Other
Groups") a written copy of an irrevocable, unconditional
(other than any conditions which may relate to the rights of
first refusal as set forth in the present agreement being
waived or not exercised) bona fide offer acceptable to the
Offeror from a third party offeror to acquire the Offered
Securities expiring not earlier than the 30th day following
the Notice Receipt Date and the Offeror shall be deemed to
have offered to sell the Offered Securities to the Other
Groups at the same price and on the same terms and
conditions (herein referred to as the "Offer").
b) In the event that the Offeror wishes to sell the Offered
Securities to members of the public through the facilities
of a stock exchange, the Offeror shall send written notice
of such intent to the Other Groups and shall be deemed to
have offered (herein referred to as the "Offer") to sell the
Offered Securities at a price, computed on a class or series
basis in the event that the Offered Securities consist of
more than one class or series, equal to:
i) if during the preceding calendar year, the
number of common shares of the Corporation
traded on The Montreal Exchange and The
Toronto Stock Exchange, on a combined basis,
shall have exceeded the number thereof
traded on the New York Stock Exchange,
the aggregate sale price of the
<PAGE>
Page 62 of 75 Pages
class or classes of securities which
constitute the Offered Securities sold on
The Montreal Exchange and The Toronto Stock
Exchange during the four consecutive
trading days preceding the Notice Receipt
Date (the "Trading Period"), divided by the
aggregate number of such securities so sold
on The Montreal Exchange and The Toronto
Stock Exchange during the Trading Period
(and if the Offered Securities comprise
more than one class or series, the price
shall be calculated separately for each
such class or series); or
ii) if during the preceding calendar year, the
number of common shares of the Corporation
traded on the New York Stock Exchange shall
have exceeded the number thereof traded on
The Montreal Exchange and The Toronto Stock
Exchange on a combined basis, the aggregate
sales price of the class or classes of
securities which constitute the Offered
Securities sold during the Trading Period
on the New York Stock Exchange divided by
the aggregate number of such securities so
sold on the New York Stock Exchange during
the Trading Period (and if the Offered
Securities comprise more than one class or
series, the price shall be calculated
separately for each such class or series);
provided, however, that if the record date in respect of a
dividend on the Offered Securities or any of them shall
occur to at any time between the first day of the Trading
Period and the Closing Date (as hereinafter defined), or if
during such period of time there shall be a record date for
the payment of interest in respect of Offered Securities (or
any of them), then in computing the aggregate sale price of
the class or classes of securities which constitute the
Offered Securities, an amount equal to the dividend or
interest, as the case may be, in respect of the Offered
Securities shall be deducted from the sale price in respect
of the Offered Securities during that portion of the Trading
Period ending on the record date.
c) The Offeror shall be entitled to specify payment for the
Offered Securities in lawful currency (the "Designated
Currency") of Canada or of the United States provided,
however, that in the event that the Purchase Groups (as
hereinafter defined) or any of them shall be legally unable
to obtain the Designated Currency specified by the Offeror,
then:
i) the Designated Currency specified by the
Offeror shall be the currency for payment
for such of the Offered Securities as are
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Page 63 of 75 Pages
to be purchased by the Purchase Groups who
are legally able to obtain the Designated
Currency specified by the Offeror;
ii) the other currency (being the currency of
Canada or the United States which is not
the Designated Currency specified by the
Offeror) shall be the currency for payment
for such of the Offered Securities to be
purchased by the Purchase Groups who are
legally unable to obtain the Designated
Currency specified by the Offeror; and
iii) the Purchase Groups who are legally unable
to obtain the Designated Currency specified
by the Offeror and the Offeror may agree
that payment shall be made in another currency.
In the event that the offering price is determined in
accordance with subsection (b) above and the Designated
Currency is not the currency in which the offering price is
determined in accordance with subsection (b) above, then the
offering price shall be converted in to the Designated
Currency based upon the average of the noon rates of
exchange between U.S. and Canadian currency as announced by
the Bank of Canada on each day during the Trading Period.
In the event that the offering price is to be determined
pursuant to subsection (a) above, and is in a currency other
than the Designated Currency, then the offering price shall
be converted into the Designated Currency based upon the
noon rate of exchange between U.S. and Canadian currency as
announced by the Bank of Canada on the business day
preceding the Notice Receipt Date.
d) The Other Groups may, at any time within the thirty (30)
days next following the Notice Receipt Date, accept the
Offer in proportion to their respective holdings of Seagram
Securities (and in the event that there is more than one
class or series of Seagram Securities, in the proportion of
the votes to elect directors of the Corporation represented
by the Seagram Securities held by each of the Other Groups).
In the event that one of the Other Groups (the "Declining
Group") has declined to accept the Offer and one of the
Other Groups (the "Accepting Group") has accepted the Offer,
the Accepting Group may in turn purchase the Seagram
Securities which would otherwise be available for purchase
by the Declining Group within the five (5) days next
following the termination of the aforesaid period of thirty
(30) days upon the same terms and conditions and at the same
price. The Offeror shall be obliged to sell all or such
portion of the Offered Securities to the Groups who accept
the Offer (the "Purchase Groups") whether or not such
Purchase Groups exercise the right pursuant to the preceding
sentence to purchase the portion of the Offered Securities
originally available to the Group which declines to accept
the Offer, provided, however, that in the event that Offeror
<PAGE>
Page 64 of 75 Pages
shall wish to sell Offered Securities pursuant to the
provisions of subsection (a) above, then unless the Purchase
Groups accept the Offer in respect of all of the Offered
Securities, the Offeror may elect not to sell any of the
Offered Securities to the Other Groups.
e) The closing of the purchase and sale of the Offered
Securities shall take place on such date (the "Closing
Date") as may be designated collectively by the Purchase
Groups but not later than thirty (30) days following the
termination of the offering procedures set forth in
subsection (d) hereof. Interest shall accrue on the
purchase price from the date when the first acceptance of
the Offer was made by an Accepting Group pursuant to
subsection (d) hereof until the Closing Date at a rate:
i) equal to the lending rate most recently
announced by The Royal Bank of Canada as its
prime lending rate for Canadian dollar demand
loans to its most creditworthy corporate
customers in the event that Canadian currency
is the Designated Currency; and
ii) equal to the lending rate most recently
announced by Chemical Bank in New York,
State of New York as its prime rate in the
event that United States currency is the
Designated Currency.
On the Closing Date, the Offeror shall deliver to the
Purchase Groups the Offered Securities purchased in
accordance with the provisions of subsection (d) hereof, in
endorsed form with signatures guaranteed by a Canadian
chartered bank or other bank acceptable to the Purchase
Groups, free and clear of any liens, against receipt of a
certified cheque or bank draft for the purchase price
inclusive of interest.
f) In the event and to the extent that the Other Groups do not
exercise their rights of first refusal pursuant to this
Section 7 to purchase the Offered Securities, or in the
event that the Offeror shall be entitled to elect and shall
elect not to sell the Offered Securities to the Other Groups
pursuant to the provisions of the last sentence of subsection
(d) above, the Offeror may sell the Offered Securities (or
such portion thereof as is not purchased by the Purchase
Groups) pursuant to the provisions of Section 6 of the Right
of First Refusal Agreement, subject to compliance with the
provisions of paragraphs (g) and (h) of this Section 7.
g) In the event that the Offeror shall elect to sell the
Offered Securities pursuant to the provisions of Section 6
of the Right of First Refusal Agreement, it shall so advise
the Other Groups by notice in writing and each of the Other
Groups, within ten (10) days of receipt of such notice,
shall be entitled to elect to sell such number of Seagram
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Page 65 of 75 Pages
Securities which is equal to or less than the number of
Offered Securities pursuant to the provisions of Section 6
of the Right of First Refusal Agreement and without the
necessity of compliance with the provisions of paragraphs
(a) through (f) inclusive of this Section 7 and in the event
that either or both of such Other Groups shall notify the
Offeror that it elects to sell Seagram Securities pursuant to
the provisions of this paragraph (g) within ten (10) days of
the date of receipt of the notice from the Offeror (the Other
Group or Groups which so notify the Offeror being herein
referred to as the "Offering Other Groups"), then the Offeror
and such Offering Other Groups shall jointly sell their
Seagram Securities pursuant to the provisions of Section 6 of
the Right of First Refusal Agreement. In the event that the
Seagram Securities to be sold by such Groups are not purchased
pursuant to the rights of first refusal constituted under the
Right of First Refusal Agreement, then the Offeror and such
Offering Other Groups shall jointly sell their Seagram
Securities to one or more third parties (pursuant to the
provisions of Section 6(f)(i) of the Right of First Refusal
Agreement) or to members of the public (pursuant to the
provisions of Section 6(f)(ii) of the Right of First Refusal
Agreement) and in the event that the third party wishing to
buy Seagram Securities pursuant to the provisions of paragraph
(a) of this Section 7 is unwilling to purchase the aggregate
number of Seagram Securities which the Offeror together with
the Offering Other Groups wish to sell, then each of the
Offeror and the Offering Other Groups shall reduce the number
of Seagram Securities to be sold by each of them so that each
of them shall sell to such third party an equal number of
Seagram Securities, unless they shall otherwise agree.
h) Notwithstanding the foregoing, in the event that the number
of Seagram Securities to be sold pursuant by the Offeror and
the Offering Other Groups shall exceed the number of Seagram
Securities which may be sold at that time pursuant to the
provisions of Section 5(b) of the Right of First Refusal
Agreement, then each of the Offeror and the Offering Other
Groups shall reduce the number of Seagram Securities which
each of them offers to sell pursuant to the provisions of
Section 6 of the Right of First Refusal Agreement so that
the aggregate number of Seagram Securities to be sold by the
Offeror and the Offering Other Groups shall not exceed the
number of Seagram Securities which may be sold at such time
pursuant to the provisions of Section 5(b) of the Right of
First Refusal Agreement and so that the Offeror and each of
the Offering Other Groups shall each sell an equal number of
Seagram Securities, unless they shall otherwise agree.
8. In the event that any Group (the "Prospective Vendor") wishes to sell
all or a portion of the Seagram Securities owned by such Group to
another Group (the "Prospective Purchaser"), such sale may not take
place without compliance with the following provisions:
a) The other Group (referred to in this Section 8 as the
"Offeree Group") shall be entitled to purchase its pro rata
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Page 66 of 75 Pages
portion of the Seagram Securities offered by the Prospective
Vendor at the same price and on the same terms and
conditions with the provisions of subsections (a), (c),
(d), (e) and (f) of Section 7 applying mutatis mutandis; and
b) the Prospective Purchaser shall advise the Offeree Group of
its intention to purchase a specified number of Seagram
Securities (the "Number") from the Prospective Vendor at a
designated price and shall transmit a copy of the agreement
entered into between the Prospective Vendor and the
Prospective Purchaser pursuant to which the Prospective
Vendor has agreed to sell the Number of Seagram Securities
at such price subject to the provisions of this Section 8.
Within the thirty (30) days next following the Notice
Receipt Date, the Offeree Group may by written notice to the
Prospective Vendor and the Prospective Purchaser agree to
sell to the Prospective Purchaser at such price, a portion
of the Seagram Securities owned by such Offeree Group equal
to (or less than) its pro rata portion of the Number,
computed on the basis of a fraction, the numerator of which
shall be the number of Seagram Securities owned by such
Offeree Group and the denominator of which shall be the
aggregate number of Seagram Securities then owned by the
Prospective Vendor and the Offeree Group (and if there be
more than one class or series of Seagram Securities, then
the reference in the fraction described above to"Seagram
Securities" shall be deemed to be changed to "votes
represented by "Seagram Securities"), and the Prospective
Purchaser shall purchase the Seagram Securities referred to
in such notice from the Offeree Group. In the event that
the Offeree Group exercise its foregoing rights to sell
Seagram Securities to the Prospective Purchaser, the number
of Seagram Securities to be sold by the Prospective Vendor
to the Prospective Purchaser shall be reduced by the number
of Seagram Securities purchased from the Offeree Group.
9. The term of this agreement shall commence on the date hereof and
shall terminate on the later of the date of termination of the Right
of First Refusal Agreement and the date of death of CRB provided that
notwithstanding any such termination, each of the parties agrees that
it will consult with the Other Groups prior to selling any Seagram
Securities in order to discuss with such Other Groups whether they
also wish to sell Seagram Securities and whether it may be mutually
advantageous that such sales be made jointly, rather than separately.
10. The provisions of Sections 11, 12, 13, 14, 15, 16 and 17 of the Right
of First Refusal Agreement shall apply hereto, mutatis mutandis.
11. Wherever in this agreement the approval of the trustees of the CRBT
is required, such approval shall be deemed to have been given upon
the affirmative vote, or the execution of a written instrument to
such effect, of a majority of the trustees of the CRBT then in
office.
12. Any notice, demand, request or other instrument which may be or is
required to be given under this agreement shall be delivered in
<PAGE>
Page 67 of 75 Pages
person or sent by overnight courier delivery or by telecopier, and
shall be addressed:
a) If to the CRBT, CRBT Group, CRBFT, the CRBFT Group, CRB or
SRB at:
1170 Peel Street
8th Floor
Montreal, Quebec
H3B 4P2
Telecopier: (514) 878-5298
with a copy to:
Phillips & Vineberg
5 Place Ville Marie
Suite 1700
Montreal, Quebec
H3B 2G2
Attention: Robert S. Vineberg
b) If to CBFT, the CBFT Group or to EJB at:
Goodman Phillips & Vineberg
430 Park Avenue
10th Floor
New York, NY 10022
Telecopier: (212) 308-0132
13. The present agreement shall be binding upon and enure to the benefit
of the respective heirs, executors, personal representatives and
successors of the parties hereto.
14. The present agreement shall be governed by and construed in
accordance with the laws of the Province of Quebec and the laws of
Canada applicable therein.
15. The parties hereto confirm that it is their wish that this agreement,
as well as all other documents relating hereto, including notices,
have been and shall be drawn up in the English language only. Les
parties aux presentes confirment leur volonte que ce contrat de meme
que tous les documents, y compris tous avis, s'y rattachant, soient
rediges en anglais seulement.
IN WITNESS WHEREOF, the parties hereto have executed the
present agreement at the place and on the date first hereinabove mentioned.
CHARLES ROSNER BRONFMAN TRUST
PER: /s/ Robert S. Vineberg
-----------------------------------
Trustee
<PAGE>
Page 68 of 75 Pages
PER: /s/ Samuel Minzberg
-----------------------------------
Trustee
CHARLES ROSNER BRONFMAN FAMILY
TRUST
PER: /s/ Robert S. Vineberg
-----------------------------------
Trustee
PER: /s/ Arnold M. Sudwick
-----------------------------------
Trustee
CHARLES BRONFMAN FAMILY TRUST
PER: /s/ Lawrence G. Giberti
-----------------------------------
Trustee
PER: /s/ Gary J. Gartner
-----------------------------------
Trustee
/s/ Charles Rosner Bronfman
-----------------------------------
CHARLES ROSNER BRONFMAN
/s/ Ellen Jane Bronfman
-----------------------------------
ELLEN JANE BRONFMAN
/s/ Stephen Rosner Bronfman
-----------------------------------
STEPHEN ROSNER BRONFMAN
<PAGE>
Page 69 of 75 Pages
EXHIBIT D
<PAGE>
Page 70 of 75 Pages
JOINT FILING AGREEMENT
By this Agreement, the undersigned agree that Amendment No. 10 to
the Statement on Schedule 13D being filed on or about this date, and any
subsequent amendments thereto filed by any of us, with respect to the common
shares without nominal or par value of The Seagram Company Ltd. is being
filed on behalf of each of us.
DATED: March 12, 1997
EDGAR M. BRONFMAN, individually, as trustee
under certain trusts for the benefit of
descendants of the late Samuel Bronfman, as
Managing Partner of Bronfman Associates, as
trustee of a certain charitable foundation and
as voting trustee under a certain voting trust
agreement
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to Powers of
Attorney previously filed with the
Securities and Exchange Commission)
THE HON. CHARLES R. BRONFMAN, individually, as
director or trustee of certain charitable
foundations and as voting trustee under
certain voting trust agreements
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
PHYLLIS LAMBERT
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
<PAGE>
Page 71 of 75 Pages
SAMUEL BRONFMAN II, individually and as
trustee of a certain charitable foundation
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
EDGAR BRONFMAN, JR., individually, as trustee
under certain trusts for the benefit of
descendants of the late Samuel Bronfman and as
trustee of a certain charitable foundation
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to Powers of
Attorney previously filed with the
Securities and Exchange Commission)
MATTHEW BRONFMAN, individually and as trustee
under certain trusts for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to Powers of
Attorney previously filed with the
Securities and Exchange Commission)
STEPHEN R. BRONFMAN, individually, as trustee
under a certain trust for the benefit of
descendants of the late Samuel Bronfman and as
director of a certain charitable foundation
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
<PAGE>
Page 72 of 75 Pages
ELLEN J. BRONFMAN HAUPTMAN, individually and
as trustee under certain trusts for the
benefit of descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
/s/ Harold R. Handler
HAROLD R. HANDLER, as trustee under certain
trusts for the benefit of descendants of the
late Samuel Bronfman
MAYO A. SHATTUCK III, as trustee under certain
trusts for the benefit of descendants of the
late Samuel Bronfman
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to a Power of
Attorney filed herewith)
JOHN L. WEINBERG, individually and as trustee
under certain trusts for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to Powers of
Attorney previously filed with the
Securities and Exchange Commission)
<PAGE>
Page 73 of 75 Pages
ARNOLD M. LUDWICK, as trustee under a certain
trust for the benefit of descendants of the
late Samuel Bronfman and as a director of
certain charitable foundations
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
ROBERT S. VINEBERG, as trustee under a certain
trust for the benefit of descendants of the
late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
<PAGE>
Page 74 of 75 Pages
GARY J. GARTNER, as trustee under certain
trusts for the benefit of descendants of the
late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney filed herewith)
STEVEN H. LEVIN, as trustee under certain
trusts for the benefit of descendants of the
late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney filed herewith)
JEFFREY D. SCHEINE as trustee under certain
trusts for the benefit of descendants of the
late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney filed herewith)
TREVOR CARMICHAEL, as trustee under a certain
trust for the benefit of descendants of the
late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney filed herewith)
<PAGE>
Page 75 of 75 Pages
BARCLAYS FINANCE CORPORATION OF BARBADOS
LIMITED, as trustee under a certain trust for
the benefit of descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney filed herewith)
ROYAL BANK OF CANADA (CARIBBEAN) CORPORATION,
as trustee under a certain trust for the
benefit of descendants of the late Samuel
Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney filed herewith)
/s/ Stanley N. Bergman
STANLEY N. BERGMAN, as trustee under certain
trusts for the benefit of descendants of the
late Minda de Gunzburg and as voting trustee
under a certain voting trust agreement
/s/ Guido Goldman
DR. GUIDO GOLDMAN, as trustee under certain
trusts for the benefit of descendants of the
late Minda de Gunzburg and as voting trustee
under a certain voting trust agreement
/s/ Leonard M. Nelson
LEONARD M. NELSON, as trustee under certain
trusts for the benefit of descendants of the
late Minda de Gunzburg and as voting trustee
under a certain voting trust agreement
