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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
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TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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AND
STATEMENT ON
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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POLYGRAM N.V.
(NAME OF SUBJECT COMPANY)
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THE SEAGRAM COMPANY LTD.--
LA COMPAGNIE SEAGRAM LTEE.
(BIDDER)
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SHARES, PAR VALUE NLG 0.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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XS1139843
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT W. MATSCHULLAT
JOSEPH E. SEAGRAM & SONS, INC.
375 PARK AVENUE
NEW YORK, NEW YORK 10152
(212) 572-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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COPIES TO:
GEORGE R. KROUSE, JR., ESQ.
JOHN G. FINLEY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
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CUSIP NO. XS1139843
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<CAPTION>
<C> <S>
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1 NAMES OF REPORTING PERSONS: THE SEAGRAM COMPANY LTD.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS; NONE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK,OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) OR 2(f)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,130,648
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN
SHARES
[ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.5
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10 TYPE OF REPORTING PERSON
CO
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This Amendment No. 2 (Final Amendment) amends and supplements, and
constitutes the final amendment to, the Tender Offer Statement on Schedule 14D-1
filed with the Securities and Exchange Commission on November 4, 1998 (as
amended and supplemented, the "Schedule 14D-1") relating to the offer by The
Seagram Company Ltd., a corporation organized under the laws of Canada
("Seagram"), upon the terms and subject to the conditions set forth in the
Offering Circular/Prospectus dated November 4, 1998 (the "Offering
Circular/Prospectus") and in the related Letter of Transmittal/Election Form or
Application Form/Deed of Transfer, as applicable (collectively, as any of the
foregoing may be further amended or supplemented from time to time, the
"Offer"), to acquire all issued shares, par value NLG 0.50 per share ("PolyGram
Shares"), of PolyGram N.V., a corporation incorporated under the laws of the
Netherlands ("PolyGram"), not already owned by Seagram or its affiliates for, at
the election of each holder of PolyGram Shares, per share consideration of
either (i) 1.3772 common shares without nominal or par value of Seagram (the
"Share Consideration") or (ii) NLG 115, net to the seller in cash (the "Cash
Consideration"); provided, that Share Consideration shall be paid in respect of
34,783,758 PolyGram Shares and Cash Consideration shall be paid in respect of
all other tendered PolyGram Shares. Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the meanings assigned thereto in
the Offering Circular/Prospectus.
THE SCHEDULE 14D-1 IS HEREBY AMENDED AND SUPPLEMENTED AS FOLLOWS:
The Offer expired at 3:00 p.m., Amsterdam time (9:00 a.m., New York City
time), on Friday, December 4, 1998. Seagram has accepted all PolyGram Shares
validly tendered and not withdrawn pursuant to the Offer.
According to the Exchange Agents, approximately 179,130,648 PolyGram Shares
(including approximately 72,950 shares tendered by notices of guaranteed
delivery) have been validly tendered and not withdrawn. Such PolyGram Shares
represent approximately 99.52 percent of all issued PolyGram Shares.
PolyGram shareholders who elected to receive Share Consideration in the
Offer will receive a pro rata portion of the approximately 47.9 million Seagram
Shares that will be issued in the Offer. As a result of proration, each PolyGram
shareholder who elected to receive Seagram Shares will receive Seagram Shares in
exchange for approximately 25.73 percent of the PolyGram Shares that were
covered by the holder's Share Election and cash for all other Tendered Shares.
Payment for PolyGram Shares accepted in the Offer is expected to be made
beginning on December 10, 1998.
As previously disclosed, Seagram expects to commence the Compulsory
Acquisition before the Enterprise Division of the Court of Appeals in Amsterdam
as promptly as practicable in order to acquire the remaining PolyGram Shares.
Seagram also will be effecting the Reorganization of PolyGram and its
subsidiaries, which will include, among other things, the transfer of
subsidiaries from PolyGram to affiliates of Seagram for fair market value and
the distribution of substantially all the proceeds received from such transfers
as a dividend to PolyGram shareholders, consisting of Seagram (or an affiliate)
and the remaining PolyGram shareholders. Receipt of the dividend by
non-tendering PolyGram shareholders would reduce the amount payable to them in
the Compulsory Acquisition.
The acceptance by Seagram of all PolyGram Shares validly tendered and not
withdrawn pursuant to the Offer was publicly announced in a press release issued
by Seagram on December 6, 1998, a copy of which is filed as Exhibit 11(a)(11)
hereto and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(11) Press Release dated December 6, 1998.
2
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SIGNATURE
After due 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.
THE SEAGRAM COMPANY LTD.
By: /s/ ROBERT W. MATSCHULLAT
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Name: Robert W. Matschullat
Title: Vice Chairman and Chief
Financial Officer
Date: December 7, 1998
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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11(a)(11) Press Release dated December 6, 1998.
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Exhibit 11(a)(11)
News Release
MEDIA RELATIONS:
Ray Boyce
212/572-7172
INVESTOR RELATIONS:
Joseph Fitzgerald
212/572-7282
SEAGRAM ACCEPTS SHARES TENDERED
PURSUANT TO OFFER FOR POLYGRAM
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MONTREAL, December 6, 1998 - The Seagram Company Ltd. (NYSE:VO) announced today
that its offer for all issued shares of PolyGram N.V. expired, as scheduled, at
3:00 p.m., Amsterdam time (9:00 a.m., New York City time), on Friday,
December 4, 1998. Seagram has accepted all shares validly tendered and not
withdrawn pursuant to the offer.
Seagram stated that according to Citibank, N.A. and MeesPierson N.V., the
exchange agents for the offer, approximately 179,130,648 shares (including
approximately 72,950 shares tendered by notices of guaranteed delivery) have
been validly tendered and not withdrawn pursuant to the offer. Such shares
represent approximately 99.52 percent of all issued PolyGram shares.
Edgar Bronfman, Jr., president and chief executive officer of Seagram, said,
"We have now completed all required steps necessary to close our acquisition of
PolyGram. Through the resulting combination of PolyGram with Universal Music
to form the Universal Music Group, the transformation of Seagram will be
complete. Seagram will now operate two highly-focused businesses of global
scope and size -- entertainment and spirits and wine. By acquiring PolyGram,
Seagram becomes a global entertainment leader, managing the world's largest
music company, with its unequaled roster of music talent and unmatched
potential for growth. As we welcome PolyGram's people and all of its
exceptional music talent to our family, we envision a dynamic and vibrant
future for our global music business, led by the outstanding management team
that will be created by the combination of the two organizations."
All PolyGram shareholders who elected to receive cash for their PolyGram shares
will receive NLG 115 in cash (approximately U.S. $60.81 based on the Noon
Buying Rate of the New York Federal Reserve Bank on December 4, 1998). If they
so elected, holders of U.S. registered PolyGram shares will receive the U.S.
dollar equivalent of NLG 115 on the date Seagram pays its U.S. exchange agent.
PolyGram shareholders who elected to receive Seagram common shares in the offer
will receive a pro rata portion of the approximately 47.9 million Seagram
shares that will be issued in the offer (approximately 12 percent of the
outstanding Seagram shares after the transaction) based on an exchange ratio of
1.3772 Seagram shares for each PolyGram share. As a result of proration, each
PolyGram shareholder who elected to receive Seagram shares will receive Seagram
shares in exchange for approximately 25.73 percent of the PolyGram shares that
were covered by the holder's share election and cash for all other tendered
shares.
Seagram stated that payment for shares accepted in the offer is expected to be
made beginning on December 10, 1998.
As previously disclosed, Seagram stated that it expects to commence compulsory
acquisition proceedings before the Enterprise Division of the Court of Appeals
in Amsterdam as promptly as practicable in order to acquire the remaining
PolyGram shares. Seagram also will be effecting a corporate reorganization of
PolyGram and its subsidiaries, which will include, among other things, the
transfer of subsidiaries from PolyGram to affiliates of Seagram for fair market
value and the distribution of substantially all the proceeds received from such
transfers as a dividend to PolyGram shareholders, consisting of Seagram (or an
affiliate) and the remaining PolyGram shareholders. Receipt of the dividend by
non-tendering PolyGram shareholders would reduce the amount payable to them in
a compulsory acquisition.
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.
