SEAGRAM CO LTD
8-K, 1998-12-10
BEVERAGES
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                        Date of Report: December 9, 1998


                            THE SEAGRAM COMPANY LTD.
                ------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



          Canada                       1-2275                  None
        ----------                    --------               --------
(STATE OR OTHER JURISDICTION         (COMMISSION         (IRS EMPLOYER
      OF INCORPORATION)              FILE NUMBER)        IDENTIFICATION NO.)


               1430 Peel Street, Montreal, Quebec, Canada H3A 1S9
               --------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)



                  Registrant's telephone number, including area

                                (516) 849-5271
                                --------------

<PAGE>   2


Item 5.  Other Events.
         ------------

On December 9, 1998, The Seagram Company Ltd. (the "Corporation") announced
that the disappointing box office performance at Universal Pictures, a unit of
Universal Studios, Inc., in the second quarter of the fiscal year ending June
30, 1999 would result in a loss in earnings before interest, taxes, depreciation
and amortization (EBITDA) from consolidated companies of approximately $65
million for its filmed entertainment division. Filmed entertainment EBITDA for
the comparable quarter in fiscal year 1998 was $98 million. The Corporation
currently anticipates that the filmed entertainment division's fiscal year 1999
EBITDA from consolidated companies could result in a modest loss. The prior year
filmed entertainment EBITDA from consolidated companies included EBITDA from USA
Networks Inc. of $58 million in the second quarter and $97 million in the full
fiscal year 1998. No USA Networks, Inc. contribution will be included in EBITDA
from consolidated companies in fiscal year 1999.

The estimates provided above do not include any charges which may be taken
related to the acquisition of PolyGram N.V.

A copy of the press release is attached hereto as Exhibit 99 and is incorporated
herein by reference.

Forward Looking Statements. The statements in this Form 8-K relating to matters
that are not historical fact are forward looking statements that are not
guarantees of future performance and involve risk and uncertainties, including
but not limited to future global economic conditions, foreign exchange rates,
the actions of competitors and other factors beyond the control of the
Corporation.


Item 7.  Financial Statements and Exhibits.
         ----------------------------------

         (c)  Exhibits

         (99) Press Release.








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<PAGE>   3


                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                  THE SEAGRAM COMPANY LTD.
                                        (Registrant)



Date: December 10, 1998
                                  By:    /s/ Daniel R. Paladino
                                         ----------------------
                                         Daniel R. Paladino
                                         Executive Vice President -- Legal and
                                          Environmental Affairs










                                       3
<PAGE>   4


                                  EXHIBIT INDEX



Exhibit                    Description of Exhibit
Number                     ----------------------
- ------

(99)                        Press Release.












                                       4

<PAGE>   1


                                                                    EXHIBIT 99


                IMMEDIATELY                        MEDIA RELATIONS:
                                                   Ray Boyce
                                                   212/572-7172

                                                   INVESTOR RELATIONS:
                                                   Joseph Fitzgerald
                                                   212/572-7282


                 SEAGRAM REVISES SECOND QUARTER EARNINGS OUTLOOK
                       FOR UNIVERSAL FILMED ENTERTAINMENT
                 -----------------------------------------------

MONTREAL, December 9, 1998 - The Seagram Company Ltd. (NYSE: VO) announced today
that the disappointing box office performance at Universal Pictures, a unit of
Universal Studios, Inc., in the second quarter of the fiscal year ending June
30, 1999 would result in a loss in earnings before interest, taxes, depreciation
and amortization (EBITDA) from consolidated companies of approximately $65
million for its filmed entertainment division. Filmed entertainment EBITDA for
the comparable quarter in fiscal year 1998 was $98 million. The Company
currently anticipates that the filmed entertainment segment's fiscal year 1999
EBITDA from consolidated companies could result in a modest loss. The prior year
filmed entertainment EBITDA from consolidated companies included EBITDA from USA
Networks Inc. of $58 million in the second quarter and $97 million in the full
fiscal year 1998. No USA Networks Inc. contribution will be included in EBITDA
from consolidated companies in fiscal year 1999.

The estimates provided above do not include any charges which may be taken
related to the acquisition of PolyGram.

The statements in this release relating to matters that are not historical fact
are forward looking statements that are not guarantees of future performance and
involve risk and uncertainties, including but not limited to future global
economic conditions, foreign exchange rates, the actions of competitors and
other factors beyond the control of the Company.

The Seagram Company Ltd. operates in two global business segments:
entertainment; and spirits and wine. The entertainment business segment produces
and distributes motion picture, television and home video products, and recorded
music; and operates theme parks and retail stores. The spirits and wine business
segment is engaged principally in the production and marketing of distilled
spirits, wines, coolers, beers and mixers throughout more than 190 countries and
territories. Headquartered in Montreal, Seagram employs 25,000 people worldwide.
The Company's corporate website is located at www.seagram.com.



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