SEAGRAM CO LTD
8-K/A, 1998-10-30
BEVERAGES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A
                                 AMENDMENT NO. 1

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        DATE OF REPORT: SEPTEMBER 1, 1998



                            THE SEAGRAM COMPANY LTD.
             (Exact name of registrant as specified in its charter)

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<CAPTION>
<S>                                                 <C>                                <C>    

            Canada                                            1-2275                        None
- -------------------------------                      ------------------------         ------------------
(State or other jurisdiction of                      (Commission File Number)          (I.R.S. Employer
incorporation or organization)                                                        Identification No.)

1430 Peel Street, Montreal, Quebec, Canada                                                 H3A 1S9
- -------------------------------------------                                           ----------------  
 (Address of principal executive offices)                                                 (Zip Code)

Registrant's telephone number, including area code:                                    (514) 849-5271
                                                                                      ------------------
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Item 5.  Other Events.

         The Seagram Company Ltd. (the "Corporation") filed a Current Report on
Form 8-K dated September 1, 1998 (the "Form 8-K") containing the consolidated
balance sheet of the Corporation as at June 30, 1998 and June 30, 1997 and the
consolidated statements of income, shareholders' equity and cash flows for the
fiscal years ended June 30, 1998 and June 30, 1997, the five-month transition
period ended June 30, 1996 and the fiscal year ended January 31, 1996 and the
notes thereto (collectively, the "Financial Statements"), together with the
report of PricewaterhouseCoopers LLP thereon and management's discussion and
analysis of financial condition and results of operations relating thereto. The 
Form 8-K is hereby amended to incorporate by reference the revised financial
statements of the Corporation (the "Revised Financial Statements") and revised
management's discussion and analysis (the "Revised Management's Discussion and 
Analysis") included in Exhibit 99(a) to the Corporation's Annual Report on Form
10-K, as amended, for the fiscal year ended June 30, 1998 and to delete the
incorporation by reference of the Financial Statements.

Item 7.  Financial Statements and Exhibits.

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<CAPTION>
         <S>               <C>    

         (c)  Exhibits

                 (23)      Consent of PricewaterhouseCoopers LLP, independent accountants.

                 (99(a))   Revised Financial Statements and Revised Management's Discussion
                           and Analysis (incorporated by reference to Exhibit 99(a) to the 
                           Corporation's Annual Report on Form 10-K, as amended, for the 
                           fiscal year ended June 30, 1998).
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<PAGE>   2



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


                                              THE SEAGRAM COMPANY LTD.


                                              By /s/ Neal B. Cravens
                                                 ------------------------      
                                                 Neal B. Cravens
                                                 Senior Vice President, Finance

Date:  October 30, 1998







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                                  EXHIBIT INDEX

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<S>                            <C>    

Exhibit
Number                         Description of Exhibit

   23                          Consent of PricewaterhouseCoopers LLP, independent accountants.

   99(a)                       Revised Financial Statements and Revised Management's Discussion 
                               and Analysis (incorporated by reference to Exhibit 99(a) to the 
                               Corporation's Annual Report on Form 10-K, as amended, for the fiscal 
                               year ended June 30, 1998).


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<PAGE>   1
                                                                      Exhibit 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of The Seagram Company Ltd. Registration Statement on Form S-4
(Number 333-61535), Registration Statements on Form S-3 (Numbers 2-99681,
33-42959, 33-42877, 33-67772, 333-4134, 333-4136, and 333-62921) and the
Registration Statements on Form S-8 (Numbers 33-27194, 33-2043, 33-49096,
33-60606, 33-99122 and 333-19059) of our report dated August 12, 1998, except as
to Note 1, which is as of August 25, 1998, which appears on page 46 of Exhibit
99(a) to The Seagram Company's Ltd's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998, as amended, which Exhibit 99(a) is incorporated by
reference in the Current Report on Form 8-K, as amended, dated September 1,
1998.



PricewaterhouseCoopers LLP
New York, New York
October 30, 1998


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