<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
- --------------------------------------------------------------------------------
(Amendment No. 23 to the (Amendment No. 5 to the
Schedule 13D filed by Universal Schedule 13D filed by
Studios, Inc. (formerly MCA INC.)) The Seagram Company Ltd.)
- --------------------------------------------------------------------------------
CINEPLEX ODEON CORPORATION
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON SHARES
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
172455 10 7
------------------------------------------------
(CUSIP NUMBER)
HOWARD L. WEITZMAN
UNIVERSAL STUDIOS, INC.
100 UNIVERSAL CITY PLAZA
UNIVERSAL CITY, CALIFORNIA 91608 (818) 777-1000
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
JUNE 20, 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 23 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 172455 10 7 PAGE 2 OF 23 PAGES
----------------------- --- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNIVERSAL STUDIOS, INC.
IRS IDENTIFICATION NO. 95-2011468
- --------------------------------------------------------------------------------
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
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH SEE PAGE 3
REPORTING ----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
73,446,426 common shares of Cineplex Odeon Corporation
issuable upon transfer by Universal Studios, Inc. of
the Subordinate Restricted Voting Shares owned by
Universal Studios, Inc.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,446,426
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5% of the common shares of Cineplex Odeon Corporation assuming
conversion of the Subordinate Restricted Voting Shares owned by Universal
Studios, Inc.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE> 3
Page 3 of 23 Pages
With respect to all matters other than the election of directors, Universal
Studios, Inc. ("Universal"), as holder of all the issued and outstanding
Subordinate Restricted Voting Shares ("SRVs") of Cineplex Odeon Corporation
("Cineplex"), may vote the lesser of: (i) one vote less than one vote for each
SRV then issued and outstanding and (ii) one vote less than one-half of the sum
of (a) the total number of votes attached to all Cineplex voting securities
(other than the SRVs) then issued and outstanding minus (b) three times the
number of votes attached to all Cineplex voting securities (other than the SRVs)
owned by Universal, its subsidiaries, associates, affiliates, their respective
directors and officers, and the associates and affiliates of such directors and
officers. Universal has the right to vote all SRVs owned by it on the basis of
one vote per share for the election of its nominees to the Cineplex Board of
Directors. Except under certain limited circumstances, Universal may not vote
for any other nominees to the Cineplex Board.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 172455 10 7 PAGE 4 OF 23 PAGES
----------------------- --------- --------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE SEAGRAM COMPANY LTD.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
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
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING SEE PAGE 3
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
73,446,426 common shares of Cineplex Odeon Corporation
issuable upon transfer by Universal Studios, Inc. of
the Subordinate Restricted Voting Shares owned by
Universal Studios, Inc.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,446,426
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5% of the common shares of Cineplex Odeon Corporation assuming
conversion of the Subordinate Restricted Voting Shares owned by Universal
Studios, Inc.
- --------------------------------------------------------------------------------
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> 5
Page 5 of 23 Pages
The Statement on Schedule 13D, as amended (the "Schedule 13D"),
filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Act"), by Universal Studios, Inc., a
Delaware corporation formerly known as MCA INC. ("Universal"), and by The
Seagram Company Ltd., a Canadian corporation ("Seagram"), with respect to the
common shares ("Common Shares") of Cineplex Odeon Corporation, a Canadian
corporation ("Cineplex"), is hereby amended by amending and restating Items 2,
4, 5 and 6 in their entirety as set forth below.
Item 2. Identity and Background.
The principal executive offices of Seagram are located at 1430 Peel
Street, Montreal, Quebec, Canada H3A 1S9 and the principal executive offices of
Universal are located at 100 Universal City Plaza,
Universal City, California 91608.
Seagram operates in two global business segments: beverages and
entertainment. The beverage businesses are engaged principally in the production
and marketing of distilled spirits, wines, fruit juices, coolers, beers and
mixers throughout more than 150 countries and territories. The entertainment
company, Universal, produces and distributes motion picture, television and home
video products, and recorded music, and operates theme parks and retail stores.
Descendants of the late Samuel Bronfman and trusts established for
their benefit (collectively, the "Bronfman Family") beneficially own directly or
indirectly approximately 35.1% of the outstanding common shares without nominal
or par value of Seagram (the "Seagram Common Shares"). Of that amount, Bronfman
Associates, a partnership of which Edgar M. Bronfman, his children and a trust
for
<PAGE> 6
Page 6 of 23 Pages
the benefit of Edgar M. Bronfman and his descendants are the sole partners and
of which Edgar M. Bronfman is the managing partner, along with a second trust
for the benefit of Edgar M. Bronfman and his descendants, own directly
approximately 17.1% of the Seagram Common Shares, trusts for the benefit of
Charles R. Bronfman and his descendants own directly approximately 14.5% of the
Seagram Common Shares, trusts for the benefit of the family of the late Minda de
Gunzburg and members of her immediate family own directly or indirectly
approximately 1.9% of the Seagram Common Shares, Phyllis Lambert owns directly
or indirectly approximately 0.27% of the Seagram Common Shares, a charitable
foundation of which Charles R. Bronfman is among the directors owns
approximately 0.89% of the Seagram Common Shares, another charitable foundation
of which Charles R. Bronfman is among the directors owns approximately 0.16% of
the Seagram Common Shares, a charitable foundation of which Edgar M. Bronfman
and Charles R. Bronfman are among the trustees owns approximately 0.07% of the
Seagram Common Shares, and Edgar M. Bronfman, Charles R. Bronfman and their
respective spouses and children own directly approximately 0.29% of the Seagram
Common Shares. In addition, such persons hold currently exercisable options to
purchase an additional 0.81% of the Seagram Common Shares, calculated pursuant
to Rule 13d-3 of the Rules and Regulations under the Act. Percentages set forth
in this Item 2 are based on the number of Seagram Common Shares outstanding as
of April 30, 1997.
Edgar M. Bronfman is Chairman of the Board of Seagram and a director
of Seagram. Charles R. Bronfman is Co-Chairman of the Board and Chairman of the
Executive Committee of Seagram and a director of
<PAGE> 7
Page 7 of 23 Pages
Seagram. Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert and the late
Minda de Gunzburg are siblings.
Pursuant to a voting trust agreement, Charles R. Bronfman serves as
voting trustee for Seagram Common Shares beneficially owned directly or
indirectly by Bronfman Associates, the aforesaid trusts for the benefit of Edgar
M. Bronfman and his descendants, the aforesaid trusts for the benefit of Charles
R. Bronfman and his descendants, the first two of the three aforesaid charitable
foundations and Charles R. Bronfman. Pursuant to another voting trust agreement,
Edgar M. Bronfman and Charles R. Bronfman are among the voting trustees for
Seagram Common Shares beneficially owned directly or indirectly by trusts for
the benefit of the family of the late Minda de Gunzburg and members of her
immediate family. Neither voting trust agreement contains restrictions on the
right of the voting trustees to vote the deposited Seagram Common Shares.
The Bronfman Family may be deemed to be in control of Seagram.
Information concerning the foregoing persons and entities, together with
information concerning the directors and executive officers of Universal and
Seagram, is contained in Schedule A attached hereto.
During the last five years, neither Seagram nor Universal, nor to
the best knowledge of Seagram or Universal, any of their respective directors or
executive officers (or any other person or entity set forth in Schedule A), has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
has been or is subject to a judgment, decree or final order enjoining
<PAGE> 8
Page 8 of 23 Pages
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
On June 20, 1997, Cineplex issued a press release confirming that it
is in discussions with Sony Retail Entertainment, Inc. ("SRE") with respect to a
possible merger between Cineplex and SRE's Loews Theatres Group ("Loews"). The
press release stated that, under the terms currently being considered, Loews
will join with all existing Cineplex shareholders in the combined entity and
that no assurances can be given at this time that an agreement will be entered
into with SRE or if entered into that a transaction will be completed. The press
release also indicated that any transaction would be subject to a number of
approvals, including shareholder and regulatory approvals in both Canada and the
United States.
As a large shareholder of Cineplex with designees on its Board of
Directors, Universal would naturally become involved to some extent in any
proposed business combination involving Cineplex. Accordingly, Universal is
actively involved in the discussions regarding the possible merger between
Cineplex and Loews as requested by Cineplex management and SRE.
In the ordinary course of business, Universal reviews the
performance of its investment in Cineplex. Depending on various factors,
including Cineplex's business affairs, prospects, financial position, current
and anticipated future price levels of the Common Shares, conditions in the
securities markets, general economic and industry conditions, as well as other
opportunities available to it,
<PAGE> 9
Page 9 of 23 Pages
Universal will take such actions with respect to its investment in Cineplex as
it deems appropriate in light of the circumstances existing from time to time
and subject to agreements between Universal and Cineplex described in Item 6
below and to applicable regulatory requirements. Subject to such agreements and
to applicable regulatory requirements, Universal may purchase additional equity
in Cineplex or may, and hereby reserves the right to, sell some or all of its
holdings in the open market or in privately negotiated transactions to one or
more purchasers under appropriate circumstances.
Item 5. Interest in Securities of the Issuer.
Universal beneficially owns all of the issued and outstanding
73,446,426 Subordinate Restricted Voting Shares ("SRVs") of Cineplex and might
be deemed to beneficially own 73,446,426 Common Shares, representing
approximately 41.5% of the Common Shares that would be outstanding upon the
conversion of the SRVs into Common Shares. As a result of its ownership of an
indirect 80% interest in Universal, Seagram may also be deemed to beneficially
own such Common Shares. Except as set forth in the cover pages of the Schedule
13D and as described below, neither Universal or Seagram nor, to the best
knowledge of Universal and Seagram, any of their respective directors or
executive officers (or any other person or entity set forth in Schedule A to the
Schedule 13D) has the power to vote or direct the vote or to dispose or to
direct the disposition of any Common Shares. Each of Universal and Seagram
disclaims the beneficial ownership of the Common Shares issuable upon conversion
of the SRVs beneficially owned by Universal.
<PAGE> 10
Page 10 of 23 Pages
Under the terms of the SRVs and subject to the terms of the
agreements described in Item 6 below, with respect to all matters other than the
election of directors, Universal, as holder of all the issued and outstanding
SRVs, may vote the lesser of: (i) one vote less than one vote for each SRV then
issued and outstanding and (ii) one vote less than one-half of the sum of (a)
the total number of votes attached to all Cineplex voting securities (other than
the SRVs) then issued and outstanding minus (b) three times the number of votes
attached to all Cineplex voting securities (other than the SRVs) owned by
Universal, its subsidiaries, associates, affiliates, their respective directors
and officers, and the associates and affiliates of such directors and officers.
Under the terms of the SRVs, as holder of all the issued and
outstanding SRVs, Universal has the right to nominate a number of directors
(rounded up or down to the nearest whole number) as is proportionate to its
ownership of voting securities; provided, however, that such number will not
exceed four when the authorized number of directors is 15, and will not exceed
one-third of the members of the Cineplex Board of Directors (rounded down to the
nearest whole number) when the authorized number of directors is other than 15.
Universal has the right to vote all SRVs owned by it on the basis of one vote
per share for the election of its nominees to the Cineplex Board of Directors.
Except under certain limited circumstances, Universal may not vote for any other
nominees to the Cineplex Board.
Subject to the terms of the agreements described in Item 6 below,
Universal has the power to dispose or to direct the disposition of the SRVs. If
SRVs are sold by Universal to a third party, such
<PAGE> 11
Page 11 of 23 Pages
SRVs will be automatically converted into Common Shares on a share-for-share
basis upon transfer.
As disclosed in a Statement on Schedule 13D, as amended, as filed by
the Charles Rosner Bronfman Family Trust, Stephen R. Bronfman, Arnold M.
Ludwick, E. Leo Kolber, Charles R. Bronfman and the Phyllis Lambert Foundation,
Charles R. Bronfman, Co-Chairman of the Board of Directors and Chairman of the
Executive Committee of Seagram, beneficially owns 3,409,924 Common Shares,
representing 3.3% of the outstanding Common Shares and 1.9% of the Common Shares
that would be outstanding upon the conversion of the SRVs into Common Shares. E.
Leo Kolber, a director of Seagram, beneficially owns, directly and indirectly
through a wholly-owned corporation, 3,578,092 Common Shares, representing 3.5%
of the outstanding Common Shares and 2.0% of the Common Shares that would be
outstanding upon the conversion of the SRVs into Common Shares. Arnold M.
Ludwick, Vice President of Seagram, beneficially owns 233,772 Common Shares,
representing 0.23% of the Common Shares outstanding and 0.13% of the Common
Shares that would be outstanding upon the conversion of SRVs into Common Shares.
The Phyllis Lambert Foundation, a charitable foundation the members and
directors of which include Charles R. Bronfman and Phyllis Lambert, beneficially
owns 314,107 Common Shares, representing 0.30% of the outstanding Common Shares
and 0.18% of the Common Shares that would be outstanding upon the conversion of
the SRVs into Common Shares. Each of the persons described in this paragraph has
the sole power to vote and to dispose of the Common Shares reported to be owned
by such person, except that Charles R. Bronfman has shared power to vote and to
dispose of 99,266 Common Shares described as beneficially owned by him and E.
Leo Kolber has shared power to vote and to dispose of
<PAGE> 12
Page 12 of 23 Pages
75,000 Common Shares as beneficially owned by him. Percentages set forth in this
Item 5 are based on the number of Common Shares outstanding as of May 14, 1997
as reported in the Management Information Circular dated May 26, 1997 relating
to the 1997 Annual Meeting of Shareholders of Cineplex.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Universal and Cineplex are parties to a subscription agreement dated
January 15, 1986, as amended (the "Restated Subscription Agreement"), and a
standstill agreement dated May 12, 1986, as amended (the "Standstill Agreement"
and, together with the Restated Subscription Agreement, the "Agreements"),
copies of which have been filed previously in the Schedule 13D. The Agreements
contain certain restrictions on Universal's ability to dispose of the SRVs and
impose restrictions on Universal's ability to acquire additional securities of
Cineplex and to engage in certain conduct in respect of Cineplex. In the event
Universal is entitled to sell Cineplex securities, Universal may not dispose of
any such securities unless such securities are first offered to Cineplex or its
designee, subject to Universal's limited right to sell up to two percent of its
holdings of Cineplex securities from time to time in public offerings; provided,
however, that Universal will not be subject to the right of first refusal in
favor of Cineplex with respect to any offer for all the shares of Cineplex which
is not disapproved by the Cineplex Board of Directors.
<PAGE> 13
Page 13 of 23 Pages
The Agreements provide Universal with the right to purchase, subject
to required regulatory approvals, additional SRVs from Cineplex to maintain its
then existing fully-diluted equity position when Cineplex issues new equity
securities or options or rights to acquire such securities. The Agreements also
permit Universal to purchase additional voting securities of Cineplex from third
parties at any time, provided that Universal is not permitted to acquire in
excess of 50% of the equity of Cineplex on a fully-diluted basis.
Notwithstanding the above prohibitions on Universal's purchase of Cineplex
securities, Universal may commence a tender offer for Cineplex securities
provided that the tender offer is (i) unconditional as to the number of shares
deposited, (ii) for cash and/or voting equity securities of Universal and (iii)
for any and all of the shares of Common Stock then outstanding.
During the term of the Standstill Agreement, Universal may not
solicit proxies, deposit its SRVs in a voting trust, or engage in any other
activities to acquire or affect the control of Cineplex, except as provided in
the Standstill Agreement or the Articles of Amalgamation of Cineplex.
The Agreements also contain certain restrictions on the number of
additional equity securities which Cineplex may issue without the approval of
75% of the directors of Cineplex. As contemplated by the terms of the SRVs, four
of the 15 Cineplex directors are Universal designees. In addition, the
Agreements give Universal a right of first refusal if Cineplex wishes to dispose
of material United States assets
<PAGE> 14
Page 14 of 23 Pages
or its interest therein which right may be exercised in whole or in part by
exchanging SRVs for such assets or interest.
Pursuant to a Registration Agreement dated May 12, 1986 between
Universal and Cineplex, Cineplex has granted Universal certain registration
rights with respect to Common Shares issuable upon conversion of the SRVs owned
by Universal. A copy of this agreement has been filed previously in the Schedule
13D.
<PAGE> 15
Page 15 of 23 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete and
correct.
DATED: July 3, 1997
UNIVERSAL STUDIOS, INC.
By: /s/ Howard L. Weitzman
--------------------------------------------
Name: Howard L. Weitzman
Title: Executive Vice President,
Corporate Operations
THE SEAGRAM COMPANY LTD.
By: /s/ Daniel R. Paladino
--------------------------------------------
Name: Daniel R. Paladino
Title: Executive Vice President, Legal
and Environmental Affairs
<PAGE> 16
Page 16 of 23 Pages
SCHEDULE A
1. Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Universal.
The name of each person who is a director of Universal is marked with an
asterisk. Unless otherwise indicated, the business address of each person listed
below is 100 Universal City Plaza, Universal City, California 91608.
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
EDGAR BRONFMAN, JR.* Chief Executive Officer United States
375 Park Avenue and President of Seagram
New York, New York 10152 and Acting Chairman of
Universal
SAMUEL BRONFMAN II* President of Seagram United States
2600 Campus Drive Chateau & Estate Wines
Suite 160 Company (a division of a
San Mateo, CA 94403 subsidiary of Seagram)
ARNOLD M. LUDWICK* Vice President of Seagram Canada
1170 Peel Street and President and Chief
8th Floor Executive Officer of
Montreal, Quebec Claridge Inc.
Canada H3B 4P2
ROBERT W. MATSCHULLAT* Vice Chairman and Chief United States
375 Park Avenue Financial Officer of
New York, New York 10152 Seagram
YASUO NAKAMURA* General Manager, Japan
Matsushita Entertainment
& Media Liaison Office at
Universal
FRANK J. BIONDI, JR.* Chairman and Chief United States
Executive Officer of
Universal
RON MEYER* President and Chief United States
Operating Officer of
Universal
BRUCE L. HACK* Executive Vice President United States
and Chief Financial
Officer of Universal
<PAGE> 17
Page 17 of 23 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
LEW R. WASSERMAN* Chairman Emeritus of United States
Universal
HOWARD L. WEITZMAN Executive Vice President, United States
Corporate Operations of
Universal
KAREN RANDALL Senior Vice President and United States
General Counsel of
Universal
KENNETH L. KAHRS Senior Vice President, United States
Human Resources of
Universal
DEBORAH S. ROSEN Senior Vice President, United States
Corporate Communications
and Public Affairs of
Universal
BRIAN C. MULLIGAN Senior Vice President of United States
Universal
HELLENE S. RUNTAGH Senior Vice President of United States
Universal
JAY E. SHECTER Vice President, Strategic United States
Sourcing of Universal
PAUL BUSCEMI Vice President, Tax of United States
800 Third Avenue Joseph E. Seagram & Sons,
New York, New York 10022 Inc. and Vice President
of Universal
MAREN CHRISTENSEN Vice President of United States
Universal
H. STEPHEN GORDON Vice President of United States
Universal
DAVID R. HANCOCK Vice President and Chief United States
Accounting Officer of
Universal
MARC R. PALOTAY Vice President of United States
Universal
WILLIAM A. SUTMAN Vice President and United States
Controller of Universal
SHARON S. GARCIA Secretary of Universal United States
<PAGE> 18
Page 18 of 23 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
PAMELA F. CHERNEY Treasurer of Universal United States
2. Set forth below are the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Seagram.
The name of each person who is a director of Seagram is marked with an asterisk.
Unless otherwise indicated, the business address of each person listed below is
375 Park Avenue, New York, New York 10152.
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
EDGAR M. BRONFMAN* Chairman of the Board of United States
Seagram
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 Seagram
Montreal, Quebec
Canada H3B 4P2
EDGAR BRONFMAN, JR.* Chief Executive Officer United States
and President of Seagram
SAMUEL BRONFMAN II* President of Seagram United States
2600 Campus Drive Chateau & Estate Wines
Suite 160 Company (a division of a
San Mateo, CA 94403 subsidiary of Seagram)
MATTHEW W. BARRETT, O.C.* Chairman and Chief Canada
First Bank Tower Executive Officer of Bank
68th Floor of Montreal (a financial
First Canadian Place institution)
100 King Street West
Toronto, Ontario M5X 1A1
FRANK J. BIONDI, JR.* Chairman and Chief United States
100 Universal City Plaza Executive Officer of
Universal City, CA 91608 Universal Studios, Inc.
<PAGE> 19
Page 19 of 23 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
THE HON. WILLIAM G. Counsel to Tory Canada
DAVIS, P.C., C.C., Tory DesLauriers &
Q.C.* Binnington (attorneys)
Suite 3000, Aetna Tower
79 Wellington Street West
Toronto, Ontario
Canada M5K 1N2
THE HON. PAUL DESMARAIS, Chairman of the Executive Canada
P.C., C.C.* Committee of Power
751 Victoria Square Corporation of Canada (a
Montreal, Quebec holding and management
Canada H2Y 2J3 company)
MICHELE J. HOOPER* Corporate Vice President, United States
Caremark Caremark
International Inc. International Inc. (a
2211 Sanders Road health care services
Northbrook, IL 60062 provider)
DAVID L. JOHNSTON, Professor of Law at Canada
O.C.* McGill University (an
3690 Peel Street educational institution)
Room 200
Montreal, Quebec
Canada H3A 1W9
THE HON. E. LEO KOLBER, Member of The Senate of Canada
SENATOR* Canada
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
MARIE-JOSEE KRAVIS, O.C.* Senior Fellow of The Canada
625 Park Avenue Hudson Institute Inc. (a
New York, NY 10021 non-profit economics
research institute)
ROBERT W. MATSCHULLAT* Vice Chairman and United States
Chief Financial Officer
of Seagram
C. EDWARD MEDLAND* President of Beauwood Canada
121 King Street West Investments Inc. (a
Suite 2525 private investment
Toronto, Ontario company)
Canada M5H 3T9
LEW R. WASSERMAN* Chairman Emeritus of United States
100 Universal City Plaza Universal Studios, Inc.
Universal City, CA 91608
JOHN S. WEINBERG* General Partner of United States
85 Broad Street Goldman, Sachs & Co.
New York, NY 10004 (investment bankers)
<PAGE> 20
Page 20 of 23 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
JOHN D. BORGIA Executive Vice President, United States
Human Resources of
Seagram
STEVEN J. KALAGHER Executive Vice President United States
of Seagram and President
and Chief Executive
Officer, The Seagram
Spirits And Wine Group (a
division of a subsidiary
of Seagram)
ELLEN R. MARRAM Executive Vice President United States
of Seagram and President
and Chief Executive
Officer, Tropicana
Beverage Group (a
division of a subsidiary
of Seagram)
DANIEL R. PALADINO Executive Vice President, United States
Legal and Environmental
Affairs of Seagram
GABOR JELLINEK Vice President, Canada
1430 Peel Street Production of Seagram and
Montreal, Quebec Executive Vice President,
Canada H3A 1S9 Manufacturing, The
Seagram Spirits and Wine
Group (a division of a
subsidiary of Seagram)
ARNOLD M. LUDWICK Vice President of Seagram Canada
1170 Peel St.
8th Floor
Montreal, Quebec
Canada H3B 4P2
JOHN R. PRESTON Vice President, Finance United States
of Seagram
MICHAEL C.L. HALLOWS Secretary of Seagram Canada
3. The trustees of the trusts for the benefit of Edgar M. Bronfman and his
descendants are Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman, Harold
R. Handler, Mayo O. Shattuck III and John L. Weinberg. The trustees of the
trusts for the benefit of Charles R. Bronfman and his descendants are Stephen R.
Bronfman, Ellen J. Bronfman Hauptman, Trevor Carmichael, Neville LeRoy Smith,
Bruce I. Judelson, Gary J. Gartner,
<PAGE> 21
Page 21 of 23 Pages
Steven H. Levin, Arnold M. Ludwick, Jeffrey D. Scheine and Robert S. Vineberg.
The trustees of the trusts for the benefit of the family of the late Minda de
Gunzburg are Stanley N. Bergman, Dr. Guido Goldman and Leonard M. Nelson. The
directors of the first two charitable foundations referenced in Item 2 include
Charles R. Bronfman, Stephen R. Bronfman and Arnold M. Ludwick, the trustees of
the third charitable foundation include Edgar M. Bronfman, Charles R. Bronfman,
Samuel Bronfman II and Edgar Bronfman, Jr. Set forth below or under Part 2 above
are the address, principal occupation or employment and citizenship of each
person named in this Part 3.
PHYLLIS LAMBERT Architect Canada
1920 Baile Street
Montreal, Quebec
Canada H3H 2S6
MATTHEW BRONFMAN Chief Executive Officer United States
30 West 26th Street of Perfumes Isabell,
2nd Floor L.L.C. (a perfume
New York, NY 10010 company)
STEPHEN R. BRONFMAN Private Investor Canada
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
ELLEN J. BRONFMAN Private Investor Canada
HAUPTMAN
c/o Withers Solicitors
12 Gough Square
London, England EC4A 3DE
HAROLD R. HANDLER Attorney whose United States
425 Lexington Avenue professional corporation
New York, NY 10017 is a partner of Simpson
Thacher & Bartlett
(attorneys)
MAYO O. SHATTUCK III President and Chief United States
Alex Brown & Sons Operating Officer of
Incorporated Alex. Brown & Sons
135 East Baltimore Street Incorporated
Baltimore, MD 21202 (investment bankers)
<PAGE> 22
Page 22 of 23 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
---------------- -------------------- -----------
JOHN L. WEINBERG Senior Chairman of United States
85 Broad Street Goldman, Sachs & Co.
New York, NY 10004 (investment bankers)
ROBERT S. VINEBERG Partner of Goodman Canada
1501 McGill College Phillips & Vineberg
Avenue (barristers and
26th Floor solicitors)
Montreal, Quebec
Canada H3A 3N9
GARY J. GARTNER Resident Counsel of Canada
430 Park Avenue Goodman Phillips &
10th Floor Vineberg (attorneys)
New York, NY 10022
STEVEN H. LEVIN Resident Counsel of United States
430 Park Avenue Goodman Phillips &
10th Floor Vineberg (attorneys)
New York, NY 10022
JEFFREY D. SCHEINE Resident Counsel of United States
430 Park Avenue Goodman Phillips &
10th Floor Vineberg (attorneys)
New York, NY 10022
TREVOR CARMICHAEL, Q.C. Barrister, Chancery Barbados
Chancery Chambers, Chancery Chambers (attorneys)
House
High Street
Bridgetown, Barbados
NEVILLE LEROY SMITH Managing Director of Barbados
Sunset Drive Royal Bank of Canada
Pine Gardens Financial Corporation (a
St. Michael, Barbados financial institution)
BRUCE I. JUDELSON Partner of Bergman, United States
157 Church Street Horowitz & Reynolds, P.C.
New Haven, CT 06510 (attorneys)
STANLEY N. BERGMAN Partner of Bergman, United States
157 Church Street Horowitz & Reynolds, P.C.
New Haven, CT 06510 (attorneys)
<PAGE> 23
Page 23 of 23 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
---------------- -------------------- -----------
DR. GUIDO GOLDMAN Director of German United States
First Spring Corporation Studies at the Center for
499 Park Avenue European Studies at
New York, NY 10022 Harvard University and
Chairman of First Spring
Corporation (an
investment company)
LEONARD M. NELSON Shareholder of Bernstein, United States
100 Middle Street Shur, Sawyer & Nelson,
Portland, ME 04104 P.C. (attorneys)
