UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
Time Warner Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
887315 10 9
(CUSIP Number)
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)
February 5, 1998
(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 13 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. 887315 10 9 Page 2 of 13 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*
Not Applicable
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
NUMBER OF
SHARES 11,763,349
BENEFICIALLY
OWNED 8 SHARED VOTING POWER
BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 11,763,349
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,763,349
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3
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>
Page 3 of 13 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, by The Seagram Company Ltd., a
Canadian corporation ("Seagram"), relating to the Common Stock, par value
$.01 per share (the "Shares"), of Time Warner Inc., a Delaware corporation
(the "Company"), is hereby amended by restating Items 2 and 4 in their
entirety as set forth under Items 2 and 4 below and by adding to Items 5, 6
and 7 the information set forth under Items 5, 6 and 7 below:
Item 2. Identity and Background.
-----------------------
This Schedule 13D is filed by Seagram. The principal executive
offices of Seagram are located at 1430 Peel Street, Montreal, Quebec, Canada
H3A 1S9.
Seagram operates in two global 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 Studios, Inc., produces and distributes
motion picture, television and home video products; produces and distributes
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 35.4% of the outstanding common shares without
nominal or par value of Seagram ("Common Shares"). Of that amount, Bronfman
Associates, a partnership of which Edgar M. Bronfman, his children and a
trust established for 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 established for the benefit of Edgar M. Bronfman
and his descendants, own directly approximately 17.0% of the Common Shares,
<PAGE>
Page 4 of 13 Pages
trusts for the benefit of Charles R. Bronfman and his descendants own
directly approximately 14.8% of the 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 1.7% of the Common Shares, Phyllis
Lambert owns directly or indirectly approximately 0.29% of the Common Shares,
a charitable foundation of which Charles R. Bronfman is among the directors
owns approximately 0.94% of the Common Shares, another charitable foundation
of which Charles R. Bronfman is among the directors owns approximately 0.17%
of the Common Shares, a charitable foundation of which Edgar M. Bronfman and
Charles R. Bronfman are among the trustees owns approximately 0.07% of the
Common Shares, a charitable foundation of which Phyllis Lambert is one of the
directors owns less than 0.01% of the Common Shares, and Edgar M. Bronfman,
Charles R. Bronfman and their respective spouses and children own directly
approximately 0.02% of the Common Shares. In addition, such persons hold
currently exercisable options to purchase an additional 0.98% of the Common
Shares, calculated pursuant to Rule 13d-3 of the Rules and Regulations under
the Exchange Act. Percentages set forth in this Item 2 are based on the
number of Common Shares outstanding as of October 31, 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 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 Common Shares beneficially owned directly or indirectly by
Bronfman Associates, the aforesaid trusts established for the benefit of
Edgar M. Bronfman and his descendants, the aforesaid trusts established for
the benefit of Charles R. Bronfman and his descendants, the first two of the
four aforesaid charitable foundations and Charles R. Bronfman. Pursuant to
<PAGE>
Page 5 of 13 Pages
another voting trust agreement, Edgar M. Bronfman and Charles R. Bronfman are
among the voting trustees for 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 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 Seagram, is
contained in Schedule A attached hereto.
During the last five years, neither Seagram, nor to the best
knowledge of Seagram, any director or executive officer of Seagram (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 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.
----------------------
As previously reported in the Schedule 13D, Seagram has been
evaluating its options with respect to its remaining investment in the
Company, including additional sales of all or a portion of its Shares.
The transaction reported herein is consistent with that strategy.
Except as set forth above, Seagram has no present plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
Page 6 of 13 Pages
Item 5. Interest in Securities of the Issuer.
------------------------------------
On February 5, 1998, Seagram sold 15,000,000 Shares to Goldman,
Sachs & Co. for a price of $63.875. As of such date, Seagram ceased to be
the beneficial owner of more than 5% of the total number of outstanding
Shares and will no longer be required to report on Schedule 13D.
As of the date hereof, Seagram beneficially owns an aggregate of
11,763,349 Shares, constituting approximately 2.3% of the total number of
Shares stated to be outstanding as of October 31, 1997 in the Company's Form
10-Q for the quarterly period ended September 30, 1997. All of such Shares
were acquired by Seagram Inc., a Delaware corporation and an indirect wholly
owned subsidiary of Seagram ("Seagram Inc."), and all of such Shares are
currently held by Seagram Inc.
In addition, GW Capital Management, Inc., a Colorado corporation
and an indirect majority owned subsidiary of Power Corporation of Canada,
a Canadian corporation of which Andre Desmarais, a director of Seagram, is
the President and Co-Chief Executive Officer, has filed a Form 13F with
the Securities and Exchange Commission, disclosing investment discretion and
voting authority over 110,055 Shares and $4,000,000 face amount of Convertible
Senior Notes of the Company as of September 30, 1997. Mr. Desmarais has
advised Seagram that while he has not made any investigation of the ownership
of Shares by any other entity of which he may be an officer or director or in
which Power Corporation of Canada has a direct or indirect interest, he does
not know of any such ownership by any other such entity.
<PAGE>
Page 7 of 13 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
-----------------------------------
In connection with the sale of Shares reported herein, Seagram
agreed with Goldman, Sachs & Co. that, without the prior consent of Goldman,
Sachs & Co., it will not dispose of any additional Shares for a period of 30
days from February 5, 1998.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Press Release dated February 5, 1998.
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: February 9, 1998
THE SEAGRAM COMPANY LTD.
By: /s/ Daniel R. Paladino
------------------------
Daniel R. Paladino
Executive Vice President -
Legal and Environmental
Affairs
<PAGE>
Page 8 of 13 Pages
SCHEDULE A
1. 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 Seagram United States
THE HON. CHARLES R. Co-Chairman of the Board and Canada
BRONFMAN, P.C., C.C.* Chairman of the Executive
c/o Claridge Inc. Committee of Seagram
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
EDGAR BRONFMAN, JR.* Chief Executive Officer and United States
President of Seagram
SAMUEL BRONFMAN II* President of Seagram Chateau & United States
2600 Campus Drive Estate Wines Company (a division
Suite 160 of a subsidiary of Seagram)
San Mateo, CA 94403
MATTHEW W. BARRETT, Chairman and Chief Executive Canada
O.C.* Officer of Bank of Montreal (a
First Bank Tower financial institution)
68th Floor
First Canadian Place
100 King Street West
Toronto, Ontario
M5X 1A1
LAURENT BEAUDOIN, C.C.* Chairman and Chief Executive Canada
800 Rene-Levesque Blvd. Officer of Bombardier Inc. (a
West transportation, aerospace and
30th Floor motorized products company)
Montreal, Quebec
Canada H3B 1Y8
<PAGE>
Page 9 of 13 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
FRANK J. BIONDI, JR.* Chairman and Chief Executive United States
100 Universal City Plaza Officer of Universal Studios,
Universal City, CA 91608 Inc.
RICHARD H. BROWN* Chief Executive of Cable and United States
124 Theobolds Road Wireless plc (a provider of
London, England international telecommunications
WC1X 8RX services)
THE HON. WILLIAM G. Counsel to Tory Canada
DAVIS, P.C., C.C., Tory DesLauriers & Binnington
Q.C.* (attorneys)
Suite 3000, Aetna Tower
79 Wellington Street West
Toronto, Ontario
Canada M5K 1N2
ANDRE DESMARAIS* President and Co-Chief Executive Canada
751 Victoria Square Officer of Power Corporation of
Montreal, Quebec Canada (a holding and management
Canada H2Y 2J3 company) and Deputy Chairman of
Power Financial Corporation
MICHELE J. HOOPER* Corporate Vice President, United States
2211 Sanders Road Caremark
Northbrook, IL 60062 International Inc. (a health
care services provider)
DAVID L. JOHNSTON, Professor of Law at McGill Canada
C.C.* University (an educational
3690 Peel Street institution)
Room 200
Montreal, Quebec
Canada H3A 1W9
THE HON. E. LEO KOLBER, Member of The Senate of Canada Canada
SENATOR*
c/o Claridge Inc.
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
MARIE-JOSEE KRAVIS, Senior Fellow of The Hudson Canada and
O.C.* Institute Inc. (a non-profit Switzerland
625 Park Avenue economics research institute)
New York, NY 10021
<PAGE>
Page 10 of 13 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
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 private
Suite 2525 investment company)
Toronto, Ontario
Canada M5H 3T9
SAMUEL MINZBERG* President and Chief Executive Canada
1170 Peel Street Officer of Claridge Inc. (a
8th Floor management company)
Montreal, Quebec
Canada H3B 4P2
JOHN S. WEINBERG* General Partner of Goldman, United States
85 Broad Street Sachs & Co. (investment bankers)
New York, NY 10004
JOHN D. BORGIA Executive Vice President, Human United States
Resources of Seagram
STEVEN J. KALAGHER Executive Vice President of United States
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 of United States
Seagram and President and Chief
Executive Officer, Tropicana
Beverage Group (a division of a
subsidiary of Seagram)
DANIEL R. PALADINO Executive Vice President, Legal United States
and Environmental Affairs of
Seagram
<PAGE>
Page 11 of 13 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
GABOR JELLINEK Vice President, Production of Canada
1430 Peel Street Seagram and Executive Vice
Montreal, Quebec President, Manufacturing, The
Canada H3A 1S9 Seagram Spirits And Wine Group
(a division of a subsidiary of
Seagram)
ARNOLD M. LUDWICK Vice President of Seagram Canada
c/o Claridge Inc.
1170 Peel St.
8th Floor
Montreal, Quebec
Canada H3B 4P2
JOHN R. PRESTON Vice President, Finance of United States
Seagram
MICHAEL C.L. HALLOWS Secretary of Seagram Canada
2. 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, 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, Edgar Bronfman, Jr., Robert W.
Matschullat and Daniel R. Paladino and the directors of the fourth charitable
foundation include Phyllis Lambert, Matthew Bronfman and Stephen R. Bronfman.
Set forth below or under Part 1 above are the address, principal occupation
or employment and citizenship of each person named in this Part 2.
<PAGE>
Page 12 of 13 Pages
Name and Principal Occupation
Business Address or Employment Citizenship
- ---------------- -------------------- -----------
PHYLLIS LAMBERT Architect Canada
1920 Baile Street
Montreal, Quebec
Canada H3H 2S6
MATTHEW BRONFMAN Chief Executive Officer of United States
30 West 26th Street Perfumes Isabell, L.L.C. (a
2nd Floor perfume company)
New York, NY 10010
STEPHEN R. BRONFMAN Private Investor Canada
c/o Claridge Inc.
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 professional United States
425 Lexington Avenue corporation is of counsel to
New York, NY 10017 Simpson Thacher & Bartlett
(attorneys)
MAYO O. SHATTUCK III President and Chief Operating United States
Alex. Brown & Sons Officer of Alex. Brown & Sons
Incorporated Incorporated
135 East Baltimore (investment bankers)
Street
Baltimore, MD 21202
JOHN L. WEINBERG Senior Chairman of Goldman, United States
85 Broad Street Sachs & Co.
New York, NY 10004 (investment bankers)
ROBERT S. VINEBERG Partner of Goodman Phillips & Canada
1501 McGill College Vineberg (barristers and
Avenue solicitors)
26th Floor
Montreal, Quebec
Canada H3A 3N9
GARY J. GARTNER Resident Counsel of Goodman Canada
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, NY 10022
STEVEN H. LEVIN Resident Counsel of Goodman United States
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, NY 10022
JEFFREY D. SCHEINE Resident Counsel of Goodman United States
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, NY 10022
<PAGE>
Page 13 of 13 Pages
Name and Principal Occupation
Business Address or Employment 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 (a financial
Pine Gardens Institution)
St. Michael, Barbados
BRUCE I. JUDELSON Partner of Bergman, Horowitz & United States
157 Church Street Reynolds, P.C. (attorneys)
New Haven, CT 06510
STANLEY N. BERGMAN Partner of Bergman, Horowitz & United States
157 Church Street Reynolds, P.C. (attorneys)
New Haven, CT 06510
DR. GUIDO GOLDMAN Director of German Studies at United States
First Spring the Center for European Studies
Corporation at Harvard University and
499 Park Avenue Chairman of First Spring
New York, NY 10022 Corporation (an investment
company)
LEONARD M. NELSON Shareholder of Bernstein, Shur, United States
100 Middle Street Sawyer & Nelson, P.C.
Portland, Maine 04104 (attorneys)
Exhibit 99
SEAGRAM NEWS RELEASE
- -----------------------------------------------------------------------------
For Release: IMMEDIATELY Contact: Amy Goldberger
212/572-1118
SEAGRAM SELLS 15 MILLION TIME WARNER SHARES
-------------------------------------------
MONTREAL, February 5, 1998 - The Seagram Company Ltd. announced today that
Seagram has sold to Goldman, Sachs & Co. in a block trade 15 million shares
of Time Warner common stock for $64.375 per share less commission. Seagram
continues to hold approximately 11.8 million Time Warner shares and has
agreed not to sell them for a period of 30 days without Goldman, Sachs &
Co.'s consent.
Net proceeds after tax will be more than $800 million and will be used for
general corporate purposes, including repayment of debt.
Edgar Bronfman, Jr., president and chief executive officer of Seagram,
stated: "As we have said before, our position in Time Warner is
non-strategic. Given the continuing strength of the price of Time Warner
stock, we believe this was an appropriate time to reduce further the size of
our holdings."
The Seagram Company Ltd. operates in two global 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 Studios, Inc., produces and distributes
motion pictures, television and home video products, and recorded music; and
operates theme parks and retail stores. Headquartered in Montreal, Seagram
employs 30,000 people worldwide. The Company's corporate website is located at
www.seagram.com.
