UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
THE SEAGRAM COMPANY LTD.
(Name of Issuer)
common shares without nominal or par value
(Title of Class of Securities)
811850 10 6
(CUSIP Number)
Sarah E. Cogan
Simpson Thacher & Bartlett
425 Lexington Avenue, New York, New York 10017 (212) 455-3575
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 18, 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 50 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 2 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDGAR M. BRONFMAN, individually, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman, as Managing Partner
of Bronfman Associates, as trustee of a certain charitable foundation and
as voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
832,028
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,200,520
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 832,028
10 SHARED DISPOSITIVE POWER
62,794,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,587,152
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2
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 3 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE HON. CHARLES R. BRONFMAN, individually, as director or trustee of
certain charitable foundations and as voting trustee under certain
voting trust agreements.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
120,860,296
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 7,200,520
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,411,528
10 SHARED DISPOSITIVE POWER
4,114,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,060,816
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 4 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHYLLIS LAMBERT
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
1,000,000
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,000,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 5 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAMUEL BRONFMAN II, individually and as trustee of a certain
charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
113,908
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 240,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 113,908
10 SHARED DISPOSITIVE POWER
240,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 6 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDGAR BRONFMAN, JR. individually, as trustee under certain
trusts for the benefit of descendants of the late Samuel Bronfman
and as trustee of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,639,840
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 240,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,639,840
10 SHARED DISPOSITIVE POWER
62,795,237
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,435,077
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5
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 7 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MATTHEW BRONFMAN, individually and as trustee under certain
trusts for the benefit of descendants of the late Samuel Bronfman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
240
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 240
10 SHARED DISPOSITIVE POWER
62,554,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,554,844
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1
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 8 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEPHEN R. BRONFMAN, individually, as trustee under a certain
trust for the benefit of descendants of the late Samuel Bronfman
and as director of certain charitable foundations
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
24,000
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 24,000
10 SHARED DISPOSITIVE POWER
28,674,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,698,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8
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 9 of 50 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) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
24,000
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 24,000
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)
6.8
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 10 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAROLD R. HANDLER, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
62,554,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,554,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1
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 11 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAYO A. SHATTUCK III, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
62,554,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,554,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1
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 12 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN L. WEINBERG, individually and as trustee under certain
trusts for the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
12,000
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 12,000
10 SHARED DISPOSITIVE POWER
62,554,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,566,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1
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 13 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARNOLD M. LUDWICK, as trustee under a certain trust for the
benefit of descendants of the late Samuel Bronfman and as a
director of certain charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
28,674,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,674,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8
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 14 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT S. VINEBERG, individually and as trustee under a certain
trust for the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
53,2000
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 53,2000
10 SHARED DISPOSITIVE POWER
24,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,853,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8
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 15 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GARY J. GARTNER, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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)
0.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 16 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN H. LEVIN, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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)
0.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 17 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JEFFREY D. SCHEINE, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
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)
0.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 18 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREVOR CARMICHAEL, as trustee under a certain trust for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
24,820,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,820,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8
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 19 of 50 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) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
24,820,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,820,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8
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 20 of 50 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) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
24,820,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,820,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8
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 21 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STANLEY N. BERGMAN, as trustee under certain trusts for the
benefit of descendants of the late Minda de Gunzburg and as
voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 6,960,164
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
6,643,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,960,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 22 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DR. GUIDO GOLDMAN, as trustee under certain trusts for the
benefit of descendants of the late Minda de Gunzburg and as
voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 6,960,164
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
6,643,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,960,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 23 of 50 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEONARD M. NELSON, as trustee under certain trusts for the
benefit of descendants of the late Minda de Gunzburg and as
voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 6,960,164
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
6,643,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,960,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION<PAGE>
Page 24 of 50 Pages
Item 2. Identity and Background.
Item 2 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
amended to read in its entirety as follows:
Name and Principal Business
Business Address or Occupation Citizenship
EDGAR M. BRONFMAN Chairman of the Board of The United States
375 Park Avenue Seagram Company Ltd.
New York, New York
USA 10152
THE HON. CHARLES R. Co-Chairman of the Board and Canada
BRONFMAN, P.C., C.C. Chairman of the Executive
1170 Peel Street Committee of The Seagram
8th Floor Company Ltd.
Montreal, Quebec
Canada H3B 4P2
PHYLLIS LAMBERT Architect Canada
1920 Baile Street
Montreal, Quebec
Canada H3H 2S6
SAMUEL BRONFMAN II President of Seagram Chateau & United States
2600 Campus Drive Estate Wines Company (a
Suite 160 division of Joseph E. Seagram &
San Mateo, California Sons, Inc.)
USA 94403
EDGAR BRONFMAN, JR. Chief Executive Officer and United States
375 Park Avenue President of The Seagram
New York, New York Company Ltd.
USA 10152
MATTHEW BRONFMAN Chief Executive Officer of United States
30 West 26th Street Perfumes Isabell, L.L.C. (a
2nd Floor perfume company)
New York, New York
USA 10010
STEPHEN R. BRONFMAN Private Investor Canada
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
<PAGE>
Page 25 of 50 Pages
Name and Principal Business
Business Address or Occupation Citizenship
ELLEN J. BRONFMAN HAUPTMAN Private Investor Canada
c/o Withers Solicitors
12 Gough Square
London, England EC4A 3DE
HAROLD R. HANDLER Attorney whose professional United States
425 Lexington Avenue corporation is a partner of
New York, New York Simpson Thacher & Bartlett
USA 10017 (attorneys)
MAYO A. SHATTUCK III President and Chief Operating United States
Alex. Brown & Sons Officer of
Incorporated Alex. Brown & Sons
135 East Baltimore Street Incorporated
Baltimore, Maryland (investment bankers)
USA 21202
JOHN L. WEINBERG Senior Chairman of Goldman, United States
85 Broad Street Sachs & Co. (investment
New York, New York bankers)
USA 10004
ARNOLD M. LUDWICK President and Chief Executive Canada
1170 Peel Street Officer of Claridge Inc. and
8th Floor Vice President of The Seagram
Montreal, Quebec Company Ltd.
Canada H3B 4P2
ROBERT S. VINEBERG Partner of Goodman Phillips & Canada
1501 McGill College Avenue Vineberg (barristers and
Montreal, Quebec solicitors)
Canada H3A 3N9
GARY J. GARTNER Resident Counsel of Goodman Canada
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, New York
USA 10022
STEVEN H. LEVIN Resident Counsel of Goodman United States
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, New York
USA 10022
JEFFREY D. SCHEINE Resident Counsel of Goodman United States
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, New York
USA 10022
<PAGE>
Page 26 of 50 Pages
Name and Principal Business
Business Address or Occupation Citizenship
TREVOR CARMICHAEL, Q.C. Barrister, Chancery Chambers Barbados
Chancery Chambers, (attorneys)
Chancery House
High Street
Bridgetown, Barbados
NEVILLE LEROY SMITH Managing Director of Royal Bank Barbados
Sunset Drive of Canada Financial Corporation
Pine Gardens (a financial institution)
St. Michael, Barbados
BRUCE I. JUDELSON Partner of Bergman, Horowitz & United States
157 Church Street Reynolds, P.C. (attorneys)
New Haven, Connecticut
USA 06510
STANLEY N. BERGMAN Partner of Bergman, Horowitz & United States
157 Church Street Reynolds, P.C. (attorneys)
New Haven, Connecticut
USA 06510
DR. GUIDO GOLDMAN Director of German Studies at United States
First Spring Corporation the Center for European Studies
499 Park Avenue at Harvard University and
New York, New York Chairman of First Spring
USA 10022 Corporation (an investment
company)
LEONARD M. NELSON Shareholder of Bernstein, Shur, United States
100 Middle Street Sawyer & Nelson, P.C.
Portland, Maine (attorneys)
USA 04104
During the last five years, none of the foregoing: (i) has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors); or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby supplemented as
follows:
Current Ownership. As of the date hereof, Bronfman
Associates, a New York general partnership ("BA"), owns 61,068,088 Shares
or approximately 16.6% 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
<PAGE>
Page 27 of 50 Pages
II, Edgar Bronfman, Jr. and Matthew Bronfman. The EMBT owns no Shares
directly. Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman,
Harold R. Handler, Mayo A. Shattuck III and John L. Weinberg are the
trustees of the EMBT and of the PBBT/Edgar Miles Bronfman Family Trust
(the "PBBT/EMBFT"), which are trusts for the benefit of Edgar M. Bronfman
and his descendants. The PBBT/EMBFT owns 1,486,516 Shares or
approximately 0.40% of the outstanding Shares.
The 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 24,820,000
Shares, 24,800,000 Shares, 1,700,000 Shares and 1,700,000 Shares, or
approximately 6.8%, 6.8%, 0.46% and 0.46% of the outstanding Shares,
respectively. The 24,820,000 Shares owned by the C.BFT are held through
Ellworth Holdings S.A., a corporation of which the C.BFT owns
substantially all of the equity. 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 4,529,832 Shares and
2,114,004 Shares, or approximately 1.2% and 0.58% 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
0.23% of the outstanding Shares.
Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert and
the late Minda de Gunzburg are siblings.
The Claridge Foundation, a charitable foundation the members
and directors of which include Charles R. Bronfman, Stephen R. Bronfman
and Arnold M. Ludwick, owns 3,280,000 Shares or approximately 0.89% of the
outstanding Shares. The Chastell Foundation, a charitable foundation the
members and directors of which include Charles R. Bronfman, Stephen R.
Bronfman and Arnold M. Ludwick, owns 594,164 Shares or approximately 0.16%
of the outstanding Shares. The Samuel Bronfman Foundation, a charitable
foundation the trustees of which include Edgar M. Bronfman, Charles R.
Bronfman, Samuel Bronfman II and Edgar Bronfman, Jr., owns 240,000 Shares
or approximately 0.07% of the outstanding Shares.
Edgar M. Bronfman owns directly 240 Shares, holds currently
exercisable options to acquire 831,788 Shares and serves as an executor of
an estate which owns 356 Shares; Charles R. Bronfman owns directly
1,002,760 Shares, holds currently exercisable options to acquire 408,768
Shares and serves as an executor of an estate which owns 356 Shares;
<PAGE>
Page 28 of 50 Pages
Phyllis Lambert owns directly 172,000 Shares; Samuel Bronfman II owns
directly 240 Shares and holds currently exercisable options to acquire
113,668 Shares; Edgar Bronfman, Jr. owns directly 240 Shares, holds
currently exercisable options to acquire 1,639,600 Shares and, through an
investment in the Joseph E. Seagram & Sons, Inc. 401(k) Plan with a value
of $24,540.86 as of December 31, 1996, owns indirectly approximately 633
Shares; Matthew Bronfman owns directly 240 Shares; Stephen R. Bronfman
owns directly 24,000 Shares; Ellen J. Bronfman Hauptman owns directly
24,000 Shares; John L. Weinberg owns directly 12,000 Shares and Robert S.
Vineberg owns indirectly 53,200 Shares. Except with respect to Shares
held by Edgar Bronfman, Jr. through the 401(k) Plan, each of such persons
has the sole power to vote, or direct the voting of, and the sole power to
dispose of, or direct the disposition of, the Shares stated to be owned
directly, or indirectly in the case of Mr. Vineberg, by such person. In
addition, the spouse of Edgar M. Bronfman owns directly 1,840 Shares, and
the spouse of Charles R. Bronfman owns directly 12,000 Shares.
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 119,448,768
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 6,643,836 Shares
owned 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, as supplemented below.
Each person identified in the Schedule 13D expressly
disclaims any beneficial interest in the Shares, except for those Shares
which are stated to be owned directly by such person or, in the case of
Phyllis Lambert, owned by Philotecton, and except to the extent of such
person's beneficial interest in a trust which owns such Shares.
Except to the extent expressly provided in agreements
described in the Schedule 13D, the persons filing this statement expressly
disclaim (i) that the trustees of the trusts referred to in the Schedule
13D act as a group with the trustees of any other trusts referred to in
<PAGE>
Page 29 of 50 Pages
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 366,817,402 Shares outstanding as of April 30, 1997.
Recent Transactions. On May 8, 1997, the CBT and the CRBT
each sold 650,000 Shares at $38.807 per Share in a block transaction on
the New York Stock Exchange.
On May 28, 1997, the Charles Bronfman Family Trust
transferred 4,000,000 Shares to the C.BFT which also assumed certain
liabilities in connection therewith. On May 29, 1997, the Charles
Bronfman Family Trust transferred 20,820,000 Shares to the C.BFT.
These 24,820,000 Shares are held through Ellworth Holdings S.A., a
corporation of which the C.BFT owns substantially all of the equity.
After giving effect to such transactions, the Charles Bronfman Family
Trust no longer owns any Shares.
As set forth in Schedule A hereto, during May and June
1997 the Ruby Trust, the Topaz Trust and the Comet Trust, also a trust
for the benefit of descendants of the late Minda de Gunzburg (the
"Comet Trust"), sold 1,006,516, 1,919,548 and 613,032 Shares, respectively,
in open market sales effected through brokerage transactions by Bear
Stearns on the New York Stock Exchange. After giving effect to such
transactions, the Comet Trust no longer owns any Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
Item 6 of the Schedule 13D is hereby supplemented as
follows:
Right-of-First-Refusal Agreements. There are no longer any
Shares subject to the Ancillary RFR Agreement.
Item 7. Material to be Filed as Exhibits.
A. Powers of Attorney.
B. Joint filing Agreement.
<PAGE>
Page 30 of 50 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: June 27, 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 31 of 50 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 32 of 50 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 33 of 50 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 34 of 50 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 filed herewith)
<PAGE>
Page 35 of 50 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 filed herewith)
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 filed herewith)
/s/ Stanley N. Bergman
_________________________________________
STANLEY N. BERGMAN, as trustee under
certain trusts for the benefit of
descendants of the late Minda de Gunzburg
and as voting trustee under a certain
voting trust agreement
<PAGE>
Page 36 of 50 Pages
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
by: /s/ Michel Boucher
__________________________________
Michel Boucher
Attorney-in-Fact (Pursuant to a
Power of Attorney filed herewith)
/s/ Leonard M. Nelson
____________________________________________
LEONARD M. NELSON, as trustee under certain
trusts for the benefit of descendants of
the late Minda de Gunzburg and as voting
trustee under a certain voting trust
agreement
<PAGE>
Page 37 of 50 Pages
SCHEDULE A
Shares Sold by Ruby Trust, Topaz Trust and Comet Trust during May and
June 1997
Number of Price Per
Date Seller Shares Sold Share
05/09/97 Topaz Trust 100,000 38.625
05/13/97 Topaz Trust 130,900 39.000
05/14/97 Ruby Trust 88,666 39.000
05/14/97 Topaz Trust 88,666 39.000
05/15/97 Ruby Trust 8,750 38.875
05/15/97 Topaz Trust 8,750 38.875
05/16/97 Ruby Trust 23,750 38.875
05/16/97 Topaz Trust 23,750 38.875
05/20/97 Ruby Trust 100 39.000
05/20/97 Topaz Trust 100 39.000
05/20/97 Ruby Trust 135,250 38.875
05/20/97 Topaz Trust 135,250 38.875
05/20/97 Ruby Trust 50,000 38.750
05/20/97 Topaz Trust 50,000 38.750
05/21/97 Comet Trust 15,500 39.125
05/21/97 Topaz Trust 15,500 39.125
05/21/97 Comet Trust 27,750 39.000
05/21/97 Topaz Trust 27,750 39.000
05/22/97 Comet Trust 50,000 39.375
05/22/97 Topaz Trust 50,000 39.375
05/22/97 Comet Trust 67,750 39.125
05/22/97 Topaz Trust 67,750 39.125
05/22/97 Comet Trust 101,500 39.000
05/22/97 Topaz Trust 101,500 39.000
05/22/97 Comet Trust 37,500 38.875
05/22/97 Topaz Trust 37,500 38.875
05/23/97 Comet Trust 4,000 40.250
05/23/97 Comet Trust 16,000 40.125
05/23/97 Comet Trust 10,032 39.625
05/23/97 Topaz Trust 10,032 39.625
05/23/97 Comet Trust 72,100 39.375
05/23/97 Topaz Trust 72,100 39.375
05/27/97 Comet Trust 100,900 39.500
05/28/97 Comet Trust 3,000 39.500
05/28/97 Comet Trust 1,000 39.250
05/29/97 Comet Trust 5,800 40.000
05/29/97 Comet Trust 45,000 39.875
05/29/97 Comet Trust 36,000 39.750
05/29/97 Comet Trust 5,500 39.625
05/29/97 Comet Trust 13,700 39.500
<PAGE>
Page 38 of 50 Pages
Number of
Date Seller Shares Sold Price Per Share
06/12/97 Topaz Trust 100,000 41.125
06/13/97 Topaz Trust 28,000 41.875
06/13/97 Topaz Trust 137,000 41.750
06/13/97 Topaz Trust 35,000 41.625
06/16/97 Ruby Trust 6,000 41.750
06/16/97 Topaz Trust 6,000 41.750
06/16/97 Ruby Trust 13,350 41.500
06/16/97 Topaz Trust 13,350 41.500
06/16/97 Ruby Trust 30,650 41.125
06/16/97 Topaz Trust 30,650 41.125
06/18/97 Topaz Trust 500,000 40.250
06/19/97 Ruby Trust 100,000 40.875
06/19/97 Ruby Trust 150,000 40.750
06/19/97 Topaz Trust 150,000 40.750
06/20/97 Ruby Trust 6,900 40.875
06/20/97 Ruby Trust 194,600 40.750
06/25/97 Ruby Trust 100,000 40.500
06/25/97 Ruby Trust 98,500 40.250
<PAGE>
Page 39 of 50 Pages
EXHIBIT INDEX
Sequentially
Description of Exhibit Numbered Page
A. Powers of Attorney 40
B. Joint Filing Agreement 44
<PAGE>
Page 40 of 50 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned,
solely in the undersigned's capacity as a trustee of the C. Bronfman
Family Trust, hereby constitutes and appoints MICHEL BOUCHER, ANDREW J.
PARSONS and ROBERT S. VINEBERG and each of them severally, as the
undersigned's true and lawful attorneys and agents, with power to act with
or without the others and with full power of substitution and
resubstitution, to execute in the name, place and stead of the undersigned
any statement or report, including any amendment to any statement or
report, required to be filed with respect to the undersigned under Section
13 or Section 16 of the United States Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements thereunder, or any
statement or report, including any amendment to any statement or report,
required to be filed with respect to the undersigned under any comparable
laws, rules, regulations and requirements of any foreign jurisdiction, and
to file any of the same with the Securities and Exchange Commission and
any other appropriate U.S. and foreign regulatory authorities, said
attorneys and agents having full power and authority to do and perform in
the name and on behalf of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or
could do in person; and the undersigned hereby ratifies and confirms all
that said attorneys and agents shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF the undersigned has subscribed these
presents as of June 3, 1997.
/s/ Bruce I. Judelson
_________________________
Bruce I. Judelson
<PAGE>
Page 41 of 50 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned,
solely in the undersigned's capacity as a trustee of the C. Bronfman
Family Trust, hereby constitutes and appoints MICHEL BOUCHER, ANDREW J.
PARSONS and ROBERT S. VINEBERG and each of them severally, as the
undersigned's true and lawful attorneys and agents, with power to act with
or without the others and with full power of substitution and
resubstitution, to execute in the name, place and stead of the undersigned
any statement or report, including any amendment to any statement or
report, required to be filed with respect to the undersigned under Section
13 or Section 16 of the United States Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements thereunder, or any
statement or report, including any amendment to any statement or report,
required to be filed with respect to the undersigned under any comparable
laws, rules, regulations and requirements of any foreign jurisdiction, and
to file any of the same with the Securities and Exchange Commission and
any other appropriate U.S. and foreign regulatory authorities, said
attorneys and agents having full power and authority to do and perform in
the name and on behalf of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or
could do in person; and the undersigned hereby ratifies and confirms all
that said attorneys and agents shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF the undersigned has subscribed these
presents as of June 3, 1997.
/s/ Neville LeRoy Smith
_________________________
Neville LeRoy Smith
<PAGE>
Page 42 of 50 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned,
solely in the undersigned's capacity as a trustee of the C. Bronfman
Family Trust, hereby constitutes and appoints MICHEL BOUCHER, ANDREW J.
PARSONS and ROBERT S. VINEBERG and each of them severally, as the
undersigned's true and lawful attorneys and agents, with power to act with
or without the others and with full power of substitution and
resubstitution, to execute in the name, place and stead of the undersigned
any statement or report, including any amendment to any statement or
report, required to be filed with respect to the undersigned under Section
13 or Section 16 of the United States Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements thereunder, or any
statement or report, including any amendment to any statement or report,
required to be filed with respect to the undersigned under any comparable
laws, rules, regulations and requirements of any foreign jurisdiction, and
to file any of the same with the Securities and Exchange Commission and
any other appropriate U.S. and foreign regulatory authorities, said
attorneys and agents having full power and authority to do and perform in
the name and on behalf of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or
could do in person; and the undersigned hereby ratifies and confirms all
that said attorneys and agents shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF the undersigned has subscribed these
presents as of June 3, 1997.
/s/ Dr. Trevor A. Carmichael
______________________________
Dr. Trevor A. Carmichael
<PAGE>
Page 43 of 50 Pages
LIMITED POWER OF ATTORNEY
The undersigned, GUIDO GOLDMAN, hereby authorizes LEONARD
M. NELSON to Execute any and all 13D's so-called on his behalf for the
"Seagram 13D family group" which are required to be filed in June or July
of 1997.
/s/ Guido Goldman
____________________________
GUIDO GOLDMAN
Dated: June 19, 1997
WITNESSETH:
/s/ Carol Evans
______________________________
ACKNOWLEDGEMENT
On June 19, 1997, personally appeared the above named
GUIDO GOLDMAN and Made oath to the truth of the foregoing, before me.
/s/ Richard Sauer
_____________________________
Notary Public
<PAGE>
Page 44 of 50 Pages
Exhibit B
JOINT FILING AGREEMENT
By this Agreement, the undersigned agree that Amendment
No. 11 to the Statement on Schedule 13D being filed on or about this date,
and any subsequent amendments thereto filed by any of us, with respect to
the common shares without nominal or par value of The Seagram Company Ltd.
is being filed on behalf of each of us.
DATED: June 27, 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 45 of 50 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 46 of 50 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 47 of 50 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 48 of 50 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 filed herewith)
<PAGE>
Page 49 of 50 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 filed
herewith)
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 filed
herewith)
/s/ Stanley N. Bergman
_______________________________________
STANLEY N. BERGMAN, as trustee under
certain trusts for the benefit of
descendants of the late Minda de
Gunzburg and as voting trustee under a
certain voting trust agreement
<PAGE>
Page 50 of 50 Pages
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
by: /s/ Leonard M. Nelson
________________________________
Leonard M. Nelson
Attorney-in-Fact (Pursuant to a
Power of Attorney filed
herewith)
/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
