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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: December 6, 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 code:
(514) 849-5271
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Item 5. Other Events.
On December 6, 1998, The Seagram Company Ltd. (the "Corporation") announced that
its offer for all issued shares of PolyGram N.V. ("PolyGram") expired, as
scheduled, at 3:00 p.m., Amsterdam time (9:00 a.m., New York City time), on
Friday, December 4, 1998. The Corporation has accepted all PolyGram shares
validly tendered and not withdrawn pursuant to the offer.
The Corporation 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been validly tendered and not withdrawn pursuant to the offer.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.
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 the Corporation pays its U.S. exchange agent.
PolyGram shareholders who elected to receive common shares of the Corporation in
the offer will receive a pro rata portion of the approximately 47.9 million
shares of the Corporation that will be issued in the offer (approximately 12
percent of the outstanding shares of the Corporation after the transaction)
based on an exchange ratio of 1.3772 shares of the Corporation for each PolyGram
share. As a result of proration, each PolyGram shareholder who elected to
receive shares of the Corporation will receive such 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.
The Corporation stated that payment for PolyGram shares accepted in the offer is
expected to be made beginning on December 10, 1998.
As previously disclosed, the Corporation 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. The Corporation 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 the
Corporation for fair market value and the distribution of substantially all
proceeds received from such transfers as a dividend to PolyGram shareholders,
consisting of the Corporation (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.
A copy of the press release is attached hereto as Exhibit 99 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: December 7, 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
Exhibit
Number Description of Exhibit
- ------- ----------------------
(99) Press Release.
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EXHIBIT 99
MEDIA RELATIONS:
Ray Boyce
212/572-7172
INVESTOR RELATIONS:
Joseph Fitzgerald
212/572-7282
SEAGRAM ACCEPTS SHARES TENDERED
PURSUANT TO OFFER FOR POLYGRAM
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 outstanding music talent to our family,
we envision a dynamic and vibrant future for our global music business, under
the industry's leading management team."
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.
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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.
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