<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM FEBRUARY 1, 1996 TO JUNE 30, 1996
COMMISSION FILE NUMBER 1-2275
THE SEAGRAM COMPANY LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Canada None
------------------ -------------------
(STATE OR OTHER (IRS EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION
OR ORGANIZATION)
</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> 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Transition Report on Form 10-K
for the transition period ended June 30, 1996 (the "Form 10-K") as set forth
below and in the pages attached hereto.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Item 14 is hereby amended and supplemented (i) to change the
designation of Exhibit 99 to the Form 10-K to Exhibit 99(a) and (ii)
pursuant to Rule 15d-21 under the Securities Exchange Act of 1934,
as amended, to include as Exhibit 99(b) to the Form 10-K the
attached Form 11-K with respect to the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and
Affiliates.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE SEAGRAM COMPANY LTD.
Date: June 30, 1997
By: /s/ Daniel R. Paladino
------------------------
Daniel R. Paladino
Executive Vice President, Legal
and Environmental Affairs
3
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
COMMISSION FILE NUMBER 1-2275
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
THE SEAGRAM COMPANY LTD.
1430 Peel Street
Montreal, Quebec, Canada H3A 1S9
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
<PAGE> 2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. The Retirement Savings and Investment Plan for Employees of Joseph E.
Seagram & Sons, Inc. and Affiliates (the "Plan") is subject to the
requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Attached hereto are the financial statements of the
Plan for the fiscal year ended December 31, 1996 prepared in accordance
with the financial reporting requirements of ERISA.
2
<PAGE> 3
EXHIBITS
1. Financial statements of the Plan for the fiscal year ended December 31,
1996 prepared in accordance with the financial reporting requirements of
ERISA.
2. Consent of Gutierrez & Co., independent accountants.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF JOSEPH E. SEAGRAM &
SONS, INC. AND AFFILIATES
Date: June 30, 1997
By: /s/ John D. Borgia
-----------------------------
John D. Borgia
Member of Investment Committee
4
<PAGE> 5
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC
AND AFFILIATES
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
<PAGE> 6
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for
Benefits 2 - 3
Statements of Changes in Net Assets 4 - 5
Available for Benefits
Notes to Financial Statements 6 - 11
</TABLE>
<PAGE> 7
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of the
Retirement Savings and Investment Plan for
Employees of Joseph E. Seagram & Sons, Inc.
and Affiliates
We have audited the accompanying statements of net assets available for
benefits of the Retirement Savings and Investment Plan for Employees of Joseph
E. Seagram & Sons, Inc. and Affiliates (the "Plan") as of December 31, 1996 and
1995, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Retirement Savings and Investment Plan for Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates at December 31, 1996 and 1995, and the changes in net
assets available for benefits for the years then ended in conformity with
generally accepted accounting principles.
/s/ Gutierrez & Co.
Flushing, New York
June 14, 1997
<PAGE> 8
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
--------------------------
1996 1995
------ ------
<S> <C> <C>
INVESTMENTS ( Note 3 )
Money Market Fund:
State Street STIF Unitized Fund (cost of $13,467,503) $ 13,467,503 $ -
EB STIF FUND (cost of $10,359,377) - 10,359,377
Stable Income Fund:
The LaSalle Income Plus Fund
(cost of $30,488,226 and $28,668,678) 30,488,226 28,668,678
Bond Fund:
Putnam Income Fund, Class A Shares
(cost of $12,288,283 and $12,201,918) 12,814,725 13,370,268
S&P 500 Index Fund:
State Street S&P 500 Series C (cost of $47,901,676) 51,590,899 -
EB Equity Index Fund (cost of $30,371,660) - 40,249,960
Managed Equity Fund:
Lazard Equity Portfolio Fund (cost of $13,913,862 and
$6,797,616) 15,144,694 7,246,820
Growth Equity Fund:
Brandywine Fund Inc. Common Shares
(cost of $34,659,726 and $27,737,268) 42,827,130 30,346,877
Seagram Stock Fund:
The Seagram Company Ltd. Common Shares
(cost of $11,494,075 and $13,433,522) 17,411,150 18,833,999
Collective Short Term Investment Fund (cost of $419,813) 419,813
EB STIF Fund (cost of $1,263,108) 1,263,108
The Coca-Cola Company Stock Fund:
The Coca-Cola Company Common Stock
(cost of $618,567 and $608,316) 5,717,443 4,982,101
Collective Short Term Investment Fund (cost of $125,291) 125,291 -
EB STIF Fund (cost of $90,090) - 90,090
Loans to Participants 8,807,386 8,556,797
------------ ------------
Total Investments $198,814,260 $163,968,075
------------ ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 9
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<TABLE>
<CAPTION>
December 31,
-----------------------------
1996 1995
------ ------
<S> <C> <C>
RECEIVABLES
Dividends and Interest $ 224,992 $ 216,719
Proceeds from Unsettled Sales 160,500 121,136
------------ ------------
Total Receivables 385,492 337,855
------------ ------------
TOTAL ASSETS 199,199,752 164,305,930
------------ ------------
LIABILITIES
Cost of Unsettled Purchases 100,213 276,813
------------ ------------
Total Liabilities 100,213 276,813
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $199,099,539 $164,029,117
------------ ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 10
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1996 1995
------ ------
<S> <C> <C>
Contributions
Participating Employees $15,803,003 $15,201,459
Participating Companies 3,005,234 2,818,993
--------------- ---------------
18,808,237 18,020,452
--------------- ---------------
Investment Activities
Investment Income
Money Market Fund 590,523 623,505
Stable Income Fund 1,727,962 1,701,499
Bond Fund 852,725 853,447
S&P 500 Index Fund - 6,245
Managed Equity Fund 221,938 556,860
Growth Equity Fund 352,361 3,442,723
Seagram Stock Fund 320,533 387,546
The Coca-Cola Company Stock Fund 69,537 62,567
Interest on Loans to Participants - 491,874
--------------- ---------------
Total Investment Income 4,135,579 8,126,266
--------------- ---------------
Realized Net Gain on Sale of Investments
Bond Fund 269,530 2,343,851
S&P 500 Index Fund 14,010,351 9,511,499
Managed Equity Fund 998,472 115,083
Growth Equity Fund 2,207,821 735,100
Seagram Stock Fund 1,571,315 1,159,091
The Coca-Cola Company Stock Fund 1,198,239 4,039
--------------- ---------------
Total Realized Net Gain on Sale of Investments 20,255,728 13,868,663
--------------- ---------------
Unrealized Appreciation (Depreciation) on
Investments
Bond Fund ( 641,908) ( 978,507)
S&P 500 Index Fund ( 6,189,076) 1,556,430
Growth Equity Fund 5,557,795 1,874,996
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 11
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------
1996 1995
------ ------
<S> <C> <C>
Unrealized Appreciation (Depreciation) on
Investments (Continued)
Managed Equity Fund $ 781,628 $ 449,204
Seagram Stock Fund 516,599 1,800,438
The Coca-Cola Company Stock Fund 725,091 1,472,950
-------------- -------------
Total Unrealized Appreciation
on Investments 750,129 6,175,511
-------------- -------------
Investment Managers' and Other Fees
Money Market Fund ( 11,923) ( 9,988)
S&P 500 Index Fund ( 60,833) ( 47,477)
Seagram Stock Fund ( 20,458) ( 18,537)
Stable Income Fund ( 58,399) ( 93,295)
Growth Equity Fund ( 39,693) ( 20,651)
------------- ------------
Total Investment Managers' and
Other Fees ( 191,306) ( 189,948)
-------------- -------------
Increase in Plan Equity from Investment
Activities 24,950,130 27,980,492
------------- ------------
PARTICIPANT WITHDRAWALS ( 8,687,945) ( 4,859,246)
------------- -------------
NET ASSETS OF TROPICANA EMPLOYEE SAVINGS TRUST ( Note 12 ) - 46,044,579
------------- -------------
INCREASE IN PLAN EQUITY 35,070,422 87,186,277
PLAN EQUITY AT BEGINNING OF YEAR 164,029,117 76,842,840
------------- -------------
PLAN EQUITY AT END OF YEAR $ 199,099,539 $ 164,029,117
-------------- -------------
-------------- -------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 12
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of the Retirement Savings and Investment Plan for Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") conform with
generally accepted accounting principles. The more significant accounting
policies are:
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
Investment Valuation
Investment securities are recorded and valued as follows:
United States government obligations at fair value based on the current
market yields; temporary investments in short-term investment funds at cost
which in the normal course approximates market value; securities representing
units of other funds at net asset value; The Seagram Company Ltd. common
shares and The Coca-Cola Company common stock at the closing price reported
on the composite tape of the New York Stock Exchange on the valuation date.
Security Transactions
Security transactions are accounted for on a trade date basis with the
average cost basis used for determining the cost of investments sold.
Interest income is recorded on an accrual basis. Income on securities
purchased under agreements to resell is accounted for at the repurchase rate.
Changes in discount on coupons detached from United States Treasury Bonds are
reflected as unrealized appreciation.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan established as of August 1, 1985 by
Joseph E. Seagram & Sons, Inc. (the "Company").
The Plan covers employees of the Company and certain of its United States
subsidiaries (collectively, the "Participating Companies") whose annual base
salary or regular wages, (excluding overtime, bonuses, commissions or other
special or contingent payments) exceeds $14,602 (increased on the last day of
each year by 4%) and who are either (i) salaried employees, or (ii) hourly
employees employed in a classification designated by the Participating
Companies from time to time, excluding persons represented by a collective
bargaining agent, persons employed on a special basis, and persons employed
by an operating unit of the Participating Companies to which the Plan has not
been extended.
6
<PAGE> 13
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
The Plan provides benefits to participants based upon amounts voluntarily
contributed to a participant's account by the participant and, under certain
circumstances, by the Participating Companies (see Note 4). Under the Plan,
a participant is not provided with any fixed benefit. The ultimate benefit
to be received by the participant depends on the amounts contributed, the
investment results, and the participant's vested interest at termination of
employment (see Note 5).
With respect to each participant, contributions are allocated among four
accounts: Pre-Tax Account, Company Match Account, After-Tax Account and
Rollover Account. Such contributions are invested as designated by the
participants in one or more of the investment funds referred to in Note 3,
and are accumulated and invested in a Trust Fund held by The Bank of New
York, as Trustee. The Bank of New York replaced CTC Illinois Trust Company
as Trustee of the Plan effective January 1, 1996. The Plan is administered
by the Company through an Administrative Committee appointed by the Board of
Directors of the Company.
3. INVESTMENT PROGRAM
During the year ended December 31, 1996, the Plan was comprised of seven
investment funds: (i) the Money Market Fund investing primarily in
short-term commercial paper and high-quality bank certificates of deposit;
(ii) the Stable Income Fund investing in the Income Plus Fund managed by
LaSalle National Trust, N.A.; (iii) the Bond Fund investing in Putnam Income
Fund, Class A Shares managed by Putnam Management; (iv) the S&P 500 Stock
Index Fund investing in Continental Equity Index Fund managed by Bank of
America; (v) the Managed Equity Fund investing in Lazard Equity Portfolio
managed by Lazard Freres Asset Management; (vi) the Growth Equity Fund
investing in Brandywine Fund, Inc. managed by Friess Associates; and (vii)
the Seagram Stock Fund investing primarily in The Seagram Company Ltd. common
shares. The investments are administered by the Investment Committee
appointed by the Board of Directors of the Company.
4. CONTRIBUTIONS
Non-highly compensated employees, as defined, may elect to contribute to
their Pre-Tax Accounts on a pre-tax basis ("Pre-Tax Contributions) and/or to
their After-Tax Accounts on an after-tax basis ("After-Tax Contributions")
through payroll deductions of 1% to 17% (in the aggregate) of their annual
compensation, in multiples of 1%, in any combination. Highly-compensated
employees, as defined, may elect to contribute from 1% to 10% of their
annual compensation on a pre-tax basis and from 1% to 17% of their annual
compensation on an after-tax basis; provided, the aggregate percentage of the
contributions does not exceed 17% of their annual compensation. Pre-tax
Contributions and After-Tax Contributions are subject to limitations imposed
by federal laws for qualified retirement plans.
The Plan provides for mandatory matching contributions by the Participating
Companies payable to the participants' Company Match Account. The
Participating Companies, except as herein noted, contribute on behalf of the
participants 25% of the participants' Pre-Tax Contributions not exceeding 6%
of their compensation. The maximum company matching contribution is $1,125 a
year. Tropicana Products, Inc., an affiliate of the Company, contributes,
without cap, to the Company Match Account on behalf of the participants 50%
of the participants aggregate Pre-tax
7
<PAGE> 14
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
and After-Tax Contributions not exceeding 6% of their compensation. The
Participating Companies matching contributions are subject to limitations
imposed by federal laws for qualified retirement plans.
The Plan will accept into participants' Rollover Accounts cash received by
participants from a qualified plan within the time prescribed by applicable
law ("Rollover Contributions").
The Participating Companies may make discretionary contributions to
participants' Company Match Accounts, in an amount to be determined by the
Participating Companies. The Participating Companies have not made
discretionary contributions since the inception of the Plan.
5. VESTING
A participant in the Plan always has a fully vested interest in the value of
his or her Pre-Tax, After-Tax and Rollover Account. He or she has a
non-forfeitable right to the amount contributed to his or her Company Match
Account upon retirement, disability or death. Upon termination of employment
for any other reason, a participant vests in his or her Company Match Account
in accordance with the following vesting schedule:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
Less than 1 0%
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
5 or more 100%
</TABLE>
Upon termination of employment for reasons other than retirement, total
disability or death of a participant who was not fully vested in his or her
Company Account, the nonvested portion of the participant's Company Account
shall be forfeited. Any amount forfeited shall be applied to reduce the
Participating Companies' contributions. Any amount forfeited shall be
restored if the participant is re-employed by a Participating Company before
incurring a five year break in service and if the participant repays to the
Plan (within five years after his or her reemployment commencement date) an
amount in cash equal to the full amount attributable to Pre-Tax
Contributions distributed to him or her from the Plan on account of
termination of employment.
6. DISTRIBUTIONS
Upon termination of employment, after retirement or for reason of total
disability or death, the participant or his or her beneficiary shall receive
the entire amount contributed to his or her accounts. However, if the
termination of employment is for reason other than retirement, total
disability or death, the participant shall receive only the value of the
vested portion of his or her accounts (See Note 5).
Prior to termination of employment, the participant may withdraw amounts
equal to or less than the participant's own After-Tax Contributions, and, if
the participant has withdrawn the total amount of After-Tax Contributions
available for withdrawal, he or she may withdraw amounts equal to or less
8
<PAGE> 15
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
than the Rollover Contributions which have been credited to the participant's
Rollover Account for at least two years, plus earnings. If the participant
has withdrawn the total amount of After-Tax Contributions and Rollover
Contributions available for withdrawal, the participant may withdraw that
portion of the Participating Companies' Contributions which are vested and
have been in the Plan for at least two years (See Note 5). For participants
age 59 1/2 or older, Rollover Contributions that have been in the Plan for
less than two years and Pre-Tax Cash Contributions may also be withdrawn if
the participant has withdrawn all other available contributions. In
addition, in the event of hardship, a participant who has not attained age 59
1/2 may apply for a withdrawal of a part or all of his Pre-Tax Account or
Rollover Contributions which have been credited to the participant's Rollover
Account for less than two years subject to proof that such withdrawal is
necessary to alleviate an immediate and heavy financial need.
Withdrawals (other than hardship withdrawals) may be made as described above
without Committee approval each valuation date.
7. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50% of the
value of the vested portion of the participant's accounts. The minimum loan
amount is $1,000. The maximum repayment terms are 5 years for general
purpose loans and 25 years for principal residence loans. Applications for
loans must be approved by the Committee. The amounts borrowed are
transferred from the investment funds in which the participant's accounts are
currently invested. On a monthly basis, repayments and interest thereon are
credited to the participant's current investment funds. The interest rate
for loans is based on the prime rate for the first day of the month in which
the loan is made plus one percentage point.
8. TAX STATUS OF PLAN
The Internal Revenue Service has ruled by a letter dated August 14, 1995 that
the Plan is qualified under Section 401(k) of the Internal Revenue Code. So
long as the Plan continues to be so qualified, it is not subject to Federal
income taxes.
Participants are not currently subject to income tax on the Participating
Companies' contributions to the Plan or on income earned by the Plan.
Benefits distributed to participants or to their beneficiaries may be taxable
to them. The tax treatment of the value of such benefits depends on the
event giving rise to the distribution and the method of distribution
selected.
9. RELATED PARTY TRANSACTIONS
Generally all expenses of the Plan are paid by the Company, and personnel and
facilities of the Company are used by the Plan at no charge.
10. TERMINATION OF THE PLAN
The Board of Directors of the Company may terminate the Plan at any time. In
the case of termination, the rights of participants to their accounts shall
be vested as of the date of termination.
9
<PAGE> 16
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
11. NUMBER OF PARTICIPANTS (UNAUDITED)
At December 31, 1996 there were 3,395 participants in the Plan. At that
date, there were 653 participants in the Money Market Fund, 383
participants in the Stable Income Fund, 840 participants in the Bond Fund,
1,434 participants in the S&P 500 Stock Index Fund, 821 participants in the
Managed Equity Fund, 1,047 participants in the Growth Equity Fund, 978
participants in the Seagram Stock Fund, and 29 participants in the
Coca-Cola Company Stock Fund, each of which included participants who elected
more than one option with respect to their interest in the Participating
Companies' contributions and their voluntary contributions.
Effective November 1, 1987, the Thrift Plan for the Wine Spectrum Companies
(the "Wine Spectrum Plan") was merged with the Plan. The eligible employees
of the Wine Spectrum Plan became members of the Plan. As a result of the
merger, the Plan will retain the Coca-Cola Company Stock held by the Wine
Spectrum Plan; however, no election may be made to transfer any funds into
the Coca-Cola Company Stock Fund.
12. PLAN AMENDMENT
Pursuant to the resolutions of the Board of Directors of the Company, the
Tropicana Employee Savings Trust was merged into the Plan effective December
31, 1994. Effective as of that date, the Plan was amended and restated to
reflect the merger, to make certain administrative changes, and to
effect certain other changes required as a result of various changes in the
Internal Revenue Code of 1986. The financial statements of the Plan for the
year ended December 31, 1995 reflect the merger or the amendment and
restatement of the Plan.
A summary of the transferred net assets of Tropicana Products, Inc. follows:
<TABLE>
<S> <C>
Investments, at fair value $ 45,309,544
Receivables:
Employer contributions 140,701
Others 594,334
------------
$ 46,044,579
============
</TABLE>
10
<PAGE> 17
The Seagram Company Ltd.
The Retirement Savings and Investment Plan for Employees
of Joseph E. Seagram & Sons, Inc. and Affiliates
We hereby consent to the incorporation by reference in Registration
Statement No. 33-2043 on Form S-8 of our Report dated June 14, 1997 which
appears in your Annual Report on Form 11-K of the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates
for the fiscal year ended December 31, 1996.
/s/ Gutierrez & Co.
Flushing, New York
June 30, 1997
