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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: May 21, 1998
THE SEAGRAM COMPANY LTD.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Canada 1-2275 None
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9
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(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.
On May 21, 1998, The Seagram Company Ltd. (the "Corporation") announced
that it has reached an agreement in principle with Royal Philips
Electronics N.V. ("Phillips") and PolyGram N.V. ("PolyGram") to acquire
PolyGram in a transaction valued at $10.6 billion. PolyGram will be
combined with Universal Studios, Inc. ("Universal"), the Corporation's
entertainment subsidiary, upon completion of the transaction. The
combination would create the world's largest music company, and a global
entertainment leader.
The Corporation said that Universal would acquire Philips' 75 percent
ownership position in PolyGram through a tender offer for all issued
shares, including publicly-held shares, for NLG 117, or approximately
U.S. $59 per share in cash or, at the shareholders' election, for cash
and the Corporation's common shares. The agreement in principle calls
for the Corporation to issue a maximum of approximately 47.9 million
common shares (12 percent of the outstanding shares after the
transaction), or approximately $2 billion in value. The agreement in
principle also contemplates that Philips would irrevocably commit to
tender all its PolyGram shares into the Corporation's tender offer, to
acquire as many of the Corporation's shares as are available in the
tender offer, and to hold its shares of the Corporation for no less than
two years.
The Board of Directors of the Corporation and the Board of Management
and the Supervisory Board of Philips each unanimously approved the
agreement in principle, and the Board of Management and the Supervisory
Board of PolyGram each has unanimously recommended the proposed offer as
fair and in the best interests of PolyGram shareholders. The Corporation
said that upon the closing of the transaction, Mr. Cornelis Boonstra
would join the Corporation's Board of Directors.
Separately, the Corporation's Board of Directors authorized the sale of
Tropicana Products, Inc. ("Tropicana") through an initial public
offering of common stock. The Corporation said it was selling Tropicana
as part of its continuing effort to realign the Corporation's assets as
well as to realize the subsidiary's full value for the Corporation's
shareholders.
The Corporation said that Tropicana will file shortly with the
Securities and Exchange Commission a Registration Statement for the
public offering of 100 percent of the Corporation's interest in
Tropicana. Proceeds from the sale would be used to partially fund the
acquisition of PolyGram. The Corporation estimates a value of U.S. $3.5
billion to $4.0 billion for the Tropicana subsidiary, making the sale
one of the largest U.S. initial public offerings. This offering of
Tropicana common stock will be made only by means of a prospectus.
The agreement in principle and the Corporation's obligation to commence
a tender offer (and the tender itself) will be subject to customary
conditions, including execution and delivery of definitive agreements,
preparation of the offering documents, and obtaining necessary
regulatory and other approvals, including the expiration of all
applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, and approval by way of a decision of the
Commission of the European Communities. The PolyGram transaction is
expected to close within four to six months.
A copy of the press release is attached hereto as an exhibit and is
incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99) Press Release.
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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: May 21, 1998
By: /s/ Daniel R. Paladino
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Daniel R. Paladino
Executive Vice President -- Legal and
Environmental Affairs
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EXHIBIT INDEX
<TABLE>
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Exhibit Description of Exhibit Sequentially
Number --------------------- Numbered Page
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<S> <C> <C>
(99) Press Release. 6
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EXHIBIT 99
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SEAGRAM TO ACQUIRE POLYGRAM
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Transaction Creates Global Entertainment Leader
World's Largest Music Company
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Seagram to Sell Tropicana Through IPO To Unlock Full Value For Shareholders
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Philips to Invest Up to $2 Billion in Seagram
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MONTREAL, May 21, 1998 -- The Seagram Company Ltd. today announced that it has
reached an agreement in principle with Royal Philips Electronics N.V. and
PolyGram N.V. to acquire PolyGram in a transaction valued at 10.6 billion.
PolyGram will be combined with Universal Studios, Inc., Seagram's entertainment
subsidiary, upon completion of the transaction. The combination would create the
world's largest music company, and a global entertainment leader.
Seagram said that Universal would acquire Philips' 75 percent ownership position
in PolyGram through a tender offer for all issued shares, including
publicly-held shares, for NLG 117, or approximately U.S. $59 per share in cash
or, at the shareholders' election, for cash and Seagram common shares. The
agreement in principle calls for Seagram to issue a maximum of approximately
47.9 million common shares (12 percent of the outstanding shares after the
transaction), or approximately $2 billion in value.
The Board of Directors of Seagram and the Board of Management and the
Supervisory Board of Philips each unanimously approved the agreement in
principle, and the Board of Management and the Supervisory Board of PolyGram
each has unanimously recommended the proposed offer as fair and in the best
interests of PolyGram shareholders.
Separately, Seagram's Board of Directors authorized the sale of Tropicana
Products, Inc. through an initial public offering of common stock. The Company
said it was selling Tropicana as part of its continuing effort to realign the
Company's assets as well as to realize the subsidiary's full value for Seagram
shareholders.
Edgar Bronfman, Jr., President and Chief Executive Officer of Seagram, said:
"These announcements herald an important transformation of Seagram. We will
manage two highly-focused businesses of global scope and scale --entertainment
and spirits and wine. With the acquisition of PolyGram, we become a global
entertainment leader, including the world's largest music company, with a truly
impressive roster of musical talent. We're delighted to be buying the world's
preeminent music company and to be able to integrate it with Universal at an
estimated cost savings of $275-$300 million annually."
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Mr. Bronfman continued: "While we become predominantly an entertainment company
as a result of these transactions -- with nearly 75% of our attributed EBITDA
derived from our entertainment assets -- we remain as committed as ever to our
spirits and wine businesses, which have defined this Company and fueled its
growth for more than three generations. Its premium brands, global distribution
and consistent cash flow remain an important contributor to the Company's growth
and operations."
Frank J. Biondi, Jr., Chairman and Chief Executive Officer of Universal Studios,
Inc., said: "The addition of PolyGram to Universal's operations moves us to the
forefront of the entertainment industry. Universal will now operate the largest
music company in the world, the second largest theme park resort company, a
major motion picture studio, and a worldwide television production and
distribution business. And our 45% equity interest in USA Networks gives us
exceptional opportunities in domestic television and electronic commerce."
Cornelis Boonstra, President and Chief Executive Officer of Philips, said: "This
transaction allows Philips to focus its resources on achieving world-class
status in its core businesses. With the divestment of its stake in PolyGram,
Philips will have accomplished its main objectives in the restructuring of the
company. Philips will now be in a strategically strong position to further build
on the core competences of the organization. This transaction offers PolyGram
new and exciting opportunities to grow within a focused entertainment culture."
The agreement in principle also contemplates that Philips would irrevocably
commit to tender all its PolyGram shares into the Seagram tender offer, to
acquire as many Seagram shares as are available in the tender offer, and to hold
its Seagram shares for no less than two years.
Seagram said that upon the closing of the transaction, Mr. Boonstra would
join Seagram's Board of Directors.
Seagram said that Tropicana will file shortly with the Securities and Exchange
Commission a Registration Statement for the public offering of 100 percent of
Seagram's interest in Tropicana. Proceeds from the sale would be used to
partially fund the acquisition of PolyGram. Seagram estimates a value of U.S.
$3.5 billion to $4.0 billion for the Tropicana subsidiary, making the sale one
of the largest U.S. initial public offerings. This offering of Tropicana common
stock will be made only by means of a prospectus.
Mr. Bronfman said: "We've been extremely pleased with the performance of
Tropicana, which we bought for $1.2 billion in 1988. But as Tropicana grew
into a more valuable asset, we concluded that the increased value was not
being fully reflected in Seagram's share price."
Mr. Bronfman added: "While the timing of today's announcement regarding
Tropicana will certainly help facilitate the PolyGram transaction, it is
important to note that we would have found a way to realize the full value of
Tropicana for our shareholders even without the PolyGram
transaction."
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The balance of the funding for the acquisition of PolyGram will come from
borrowings and potential asset sales, including the sale of PolyGram's Filmed
Entertainment Unit. Mr. Bronfman said: "Philips, PolyGram and Seagram will
explore the possibility of a sale of PolyGram's film properties. We believe
these properties represent significant value and we may be able to further
enhance their value to our shareholders by selling these assets."
Universal Studios also said today that the management of Universal Studios and
PolyGram would meet immediately to identify the management team that would lead
the various units of the combined company.
This announcement does not constitute the making of a tender offer for PolyGram
shares. The agreement in principle and Seagram's obligation to commence a tender
offer (and the tender itself) will be subject to customary conditions, including
execution and delivery of definitive agreements, preparation of the offering
documents, and obtaining necessary regulatory and other approvals, including the
expiration of all applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, and approval by way of a decision of the
Commission of the European Communities. The PolyGram transaction is expected to
close within four to six months.
Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc. served as
financial advisors. Simpson Thacher & Bartlett served as legal counsel.
The Seagram Company Ltd. operates in two global business 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, recorded music under the Universal Music
Group, which includes MCA Music Publishing and Universal Concerts, and such
labels as MCA Records, MCA Records Nashville, GRP Recording Company, Geffen
Records, Universal Records, Interscope Records, and Hip-O Records; 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.
PolyGram is a global entertainment company with annual revenues over $5.5
billion. It is the world's leading record company with such pop and classical
record labels as A&M, Decca/London, Def Jam, Deutsche Grammophon, Island,
London, Mercury, Motown, Philips Music Group, Polydor and Verve. Through its
PolyGram Filmed Entertainment division, PolyGram is also a leading producer and
distributor of film, television and video. Its film companies include Gramercy
Pictures, Interscope Communications, PolyGram Films, PolyGram Television,
PolyGram Video, Propaganda Films and Working Title Films. PolyGram is quoted on
the Amsterdam and New York stock exchanges (PLG). PolyGram's U.S. website is at
www.PolyGram-US.com.
Royal Philips Electronics N.V. of the Netherlands is one of the world's biggest
electronics companies, with sales of over US $39 billion in 1997. It is a global
leader in color television sets, lighting, home telephony products, electric
shavers and recorded music (PolyGram). Its
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264,700 employees in more than 60 countries are active in the areas of
semiconductors and components, consumer products, professional products and
systems, lighting, and software and services. Philips is quoted on the New York,
London, Frankfurt, Amsterdam and other stock exchanges. News from Philips is
located at www.news.philips.com.
The statements in this release relating to matters that are not historical facts
are forward-looking statements that are not guarantees of future performance and
involve risks and uncertainties, including but not limited to future global
economic conditions, foreign exchange rates, regulatory approvals, market
conditions, the actions of competitors and other factors beyond the control of
the Company.
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