<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 28, 1997
THE SEAGRAM COMPANY LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
Canada 1-2275 None
<S> <C> <C>
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
</TABLE>
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(514) 849-5271
Page 1 of 5 Pages
Exhibit Index Appears on Page 4
<PAGE> 2
Item 5. Other Events.
On May 28, 1997, a subsidiary of The Seagram Company Ltd. (the "Corporation")
sold to Merrill Lynch & Co. 30 million shares of Time Warner Inc. common stock
for $1.3875 billion in cash. The Corporation, through such subsidiary, continues
to hold 26,763,349 Time Warner Inc. shares and has agreed not to sell them for a
period of 120 days without Merrill Lynch & Co.'s consent. Net proceeds after tax
will be approximately $1.33 billion and will be used for general corporate
purposes, including repayment of debt and share repurchases under the
Corporation's share purchase program. In that regard, the Corporation also
announced that the Board of Directors has authorized an increase in the size of
its share purchase program to 10 percent of the public float (up to
approximately 23.6 million common shares), subject to appropriate regulatory
filings. A copy of the press release is attached hereto as an exhibit and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(99) Press Release.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE SEAGRAM COMPANY LTD.
(Registrant)
Date: May 30, 1997
By: /s/ Daniel R. Paladino
-----------------------------------------
Daniel R. Paladino
Executive Vice President -- Legal and
Environmental Affairs
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description of Exhibit Numbered Page
- ------ ---------------------- -------------
<S> <C> <C>
(99) Press Release. 5
</TABLE>
4
<PAGE> 1
EXHIBIT #99
IMMEDIATELY Ray Boyce
212/572-7172
SEAGRAM SELLS TIME WARNER SHARES AND
AUTHORIZES INCREASE IN ITS SHARE PURCHASE PROGRAM
--------------------------------------------------------------------
MONTREAL, May 28, 1997 -- The Seagram Company Ltd. announced today that Seagram
has sold to Merrill Lynch & Co. 30 million shares of Time Warner common stock
for $1.39 billion in cash. Seagram continues to hold approximately 26.8 million
Time Warner shares and has agreed not to sell them for a period of 120 days
without Merrill Lynch & Co.'s consent.
Net proceeds after tax will be approximately $1.33 billion and will be used for
general corporate purposes, including repayment of debt and share repurchases
under Seagram's share purchase program. In that regard, Seagram also announced
that the Board of Directors has authorized an increase in the size of its share
purchase program to 10 percent of the public float (up to approximately 23.6
million common shares), subject to appropriate regulatory filings.
Edgar Bronfman, Jr., president and chief executive officer of Seagram, stated:
"As we have said before, since our acquisition of Universal Studios, Inc. in
June 1995, our position in Time Warner has been non-strategic. Given the recent
price improvement in Time Warner stock, we believe this was an appropriate time
to reduce the size of our holdings. We remain a significant shareholder and see
prospects for further appreciation in the price of Time Warner stock."
The Seagram Company Ltd. operates in two global business segments: beverages and
entertainment. The beverage businesses are engaged principally in the production
and marketing of distilled spirits, wines, fruit juices, coolers, beers and
mixers throughout more than 150 countries and territories. The entertainment
company, Universal Studios, Inc., produces and distributes motion picture,
television and home video products, and recorded music; and operates theme parks
and retail stores. Headquartered in Montreal, Seagram employs 30,000 people
worldwide.
###
5
