UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to 13d-1(a) and Amendments Thereto Filed Pursuant to 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 11, 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 34 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 2 of 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
710,828
NUMBER OF 8 SHARED VOTING POWER
SHARES 6,519,420
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 710,828
PERSON
WITH 10 SHARED DISPOSITIVE POWER
60,944,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,934,852
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.5
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 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
116,510,296
NUMBER OF 8 SHARED VOTING POWER
SHARES 6,519,420
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,411,528
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,114,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,029,716
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3
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 4 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHYLLIS LAMBERT, individually and as director of a certain
charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
1,000,000
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 240
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,000,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
240
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,240
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 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
102,508
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 240,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 102,508
WITH 10 SHARED DISPOSITIVE POWER
240,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,508
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 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
1,939,840
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 240,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,939,840
WITH 10 SHARED DISPOSITIVE POWER
60,945,337
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,885,177
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0
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 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MATTHEW BRONFMAN, individually, as trustee under certain
trusts for the benefit of descendants of the late
Samuel Bronfman and as director of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
240
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 240
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 240
WITH 10 SHARED DISPOSITIVE POWER
60,704,844
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,705,084
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4
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 8 of 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
24,000
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 240
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 24,000
WITH 10 SHARED DISPOSITIVE POWER
28,674,404
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,698,404
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2
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 34 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 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
24,000
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 24,000
WITH 10 SHARED DISPOSITIVE POWER
24,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,824,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1
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 10 of 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
60,704,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,704,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4
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 11 of 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
60,704,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,704,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4
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 12 of 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
12,000
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 12,000
WITH 10 SHARED DISPOSITIVE POWER
60,704,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,716,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4
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 13 of 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
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)
8.2
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 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
53,200
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
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)
7.1
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 15 of 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
3,400,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0
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 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
3,400,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0
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 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
3,400,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0
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 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
22,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4
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 19 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NEVILLE LEROY SMITH, 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
22,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4
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 20 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRUCE I. JUDELSON, 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
22,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4
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 21 of 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,279,064
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
5,962,736
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,279,064
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8
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 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,279,064
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
5,962,736
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,279,064
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8
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 34 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) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,279,064
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
5,962,736
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,279,064
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8
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 34 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement on Schedule 13D, as amended, to
which this amendment relates (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., is hereby
supplemented as follows:
Current Ownership. As of the date hereof, Bronfman
Associates, a New York general partnership ("BA"), owns 59,218,088 Shares or
approximately 17.0% 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 0.43% of the outstanding Shares.
The C. Bronfman Family Trust (the "C.BFT"), 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, own 22,320,000 Shares, 24,800,000
Shares, 1,700,000 Shares and 1,700,000 Shares, or approximately 6.4%, 7.1%,
0.49% and 0.49% of the outstanding Shares, respectively. Trevor Carmichael,
Neville LeRoy Smith and Bruce I. Judelson are the trustees of the C.BFT.
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 "Ruby Trust") and
the Saidye Rosner Bronfman Topaz Trust (the "Topaz Trust," and together with
the Ruby Trust, the "de Gunzburg Trusts"), trusts for the benefit of
descendants of the late Minda de Gunzburg, own 4,348,732 Shares and 1,614,004
Shares, or approximately 1.2% and 0.46% 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 0.24%
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
<PAGE>
Page 25 of 34 Pages
Arnold M. Ludwick, owns 3,280,000 Shares or approximately 0.94% 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 0.17% 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 0.07% of the outstanding Shares. The Samuel and Saidye Bronfman
Family Foundation, a charitable foundation the directors of which include
Phyllis Lambert, Matthew Bronfman and Stephen R. Bronfman, owns 240 Shares.
Edgar M. Bronfman owns directly 240 Shares, holds currently
exercisable options to acquire 710,588 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 102,268 Shares; Edgar
Bronfman, Jr. owns directly 240 Shares, holds currently exercisable options
to acquire 1,939,600 Shares and, through an investment in the Joseph E.
Seagram & Sons, Inc. 401(k) Plan with a value of $25,619.80 as of August 31,
1997, owns indirectly approximately 733 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.
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 agreement described below.
Charles R. Bronfman is the voting trustee under a Voting
Trust Agreement dated August 3, 1984, as amended, covering the 115,798,768
Shares owned directly or indirectly by the EMBT, the PBBT/EMBFT, the C.BFT,
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" of the Schedule 13D.
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 5,962,736 Shares owned
<PAGE>
Page 26 of 34 Pages
by the de Gunzburg Trusts, and 316,328 Shares owned by Jean de Gunzburg. See
Item 6 - "Voting Trust Agreements" of the Schedule 13D.
The Shares subject to the aforementioned voting trusts,
along with Shares owned by Phyllis Lambert and Philotecton, are subject to a
right-of-first-refusal agreement. See Item 6 - "Right of First Refusal
Agreements" of the Schedule 13D.
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 349,013,166 Shares outstanding as of October 31, 1997.
Recent Transactions. During August 1997, Ellworth Holding
S.A., a corporation of which the C.BFT owned substantially all of the equity
("Ellworth"), sold an aggregate of 1,500,000 Shares in open market sales
effected through brokerage transactions by PaineWebber Incorporated
("PaineWebber") on the New York Stock Exchange at an average price per Share
of $35.42. On September 17, 1997, the C.BFT acquired all 23,200,000 Shares
then beneficially owned by Ellworth in connection with the winding up
of Ellworth.
On November 10, 1997, BA sold an aggregate of 1,085,000
Shares in open market sales effected through brokerage transactions by Morgan
Stanley & Co. Incorporated ("Morgan Stanley") on the New York Stock Exchange
at the following per Share prices:
Number of Shares Price per Share
505,000 $32.875
426,200 $33.00
6,000 $33.125
25,000 $33.25
17,500 $33.34
48,900 $33.375
2,400 $33.5625
50,000 $33.50
4,000 $33.625.
<PAGE>
Page 27 of 34 Pages
On November 11, 1997, BA sold 765,000 Shares in an open market sale effected
through a brokerage transaction by Morgan Stanley on the New York Stock
Exchange at a price per Share of $32.875.
On November 11, 1997, the C.BFT sold an aggregate of
1,000,000 Shares in open market sales effected through brokerage transactions
by PaineWebber on the New York Stock Exchange at $32.8125 for 500,000 of
such Shares and $32.875 for the remainder of such Shares.
On November 11, 1997, Edgar M. Bronfman exercised employee
stock options for 121,200 Shares and sold the 121,200 Shares in open market
sales effected through brokerage transactions by Chase Securities Inc.
("CSI") on the New York Stock Exchange at a price per Share of $32.875. On
November 12, 1997, Samuel Bronfman II exercised employee stock options for
11,400 Shares and sold the 11,400 Shares in open market sales effected
through brokerage transactions by CSI on the New York Stock Exchange at a
price per Share of $32.875.
During July 1997, the Ruby Trust and the Topaz Trust sold an
aggregate of 181,100 Shares and 500,000 Shares, respectively, in open market
sales effected through brokerage transactions by Bear Stearns on the New York
Stock Exchange at an average price per Share of $40.19.
<PAGE>
Page 28 of 34 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: November 21, 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 29 of 34 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)
<PAGE>
Page 30 of 34 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 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)
/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 previously
filed with the Securities and
Exchange Commission)
<PAGE>
Page 31 of 34 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)
<PAGE>
Page 32 of 34 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 previously
filed with the Securities and
Exchange Commission)
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 previously
filed with the Securities and
Exchange Commission)
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 previously
filed with the Securities and
Exchange Commission)
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 previously
filed with the Securities and
Exchange Commission)
<PAGE>
Page 33 of 34 Pages
NEVILLE LEROY SMITH, 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)
BRUCE I. JUDELSON, 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 34 of 34 Pages
/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
