UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to 13d-1(a) and Amendments Thereto Filed Pursuant to 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 13 )*
THE SEAGRAM COMPANY LTD.
- ----------------------------------------------------------------------------
(Name of Issuer)
common shares without nominal or par value
- ----------------------------------------------------------------------------
(Title of Class of Securities)
811850 10 6
-----------------------------------------
(CUSIP Number)
Sarah E. Cogan
Simpson Thacher & Bartlett
425 Lexington Avenue, New York, New York 10017 (212) 455-3575
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 29, 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 Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
Note: Schedule filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Sections 240.13d-
7(b) 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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 2 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDGAR M. BRONFMAN, individually, as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman, as Managing
Partner of Bronfman Associates, as trustee of a certain charitable
foundation and as voting trustee under a certain voting trust
agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 764,161
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,756,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 764,161
10 SHARED DISPOSITIVE POWER
60,944,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,215,453
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 3 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE HON. CHARLES R. BRONFMAN, as director or trustee of certain
charitable foundations and as voting trustee under certain voting
trust agreements.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 115,798,768
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,756,688
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 454,901
10 SHARED DISPOSITIVE POWER
4,114,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,010,357
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.5
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 4 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHYLLIS LAMBERT, individually and as director of a certain charitable
foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 1,000,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 240
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,000,000
10 SHARED DISPOSITIVE POWER
240
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,240
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 5 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAMUEL BRONFMAN II, individually and as trustee of a certain
charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 117,541
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 240,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 117,541
10 SHARED DISPOSITIVE POWER
240,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
357,541
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 6 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDGAR BRONFMAN, JR., individually, as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman and as trustee
of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,139,840
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 240,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,139,840
10 SHARED DISPOSITIVE POWER
60,945,337
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,085,177
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 7 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MATTHEW BRONFMAN, individually, as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman and as director
of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 240
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 240
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 240
10 SHARED DISPOSITIVE POWER
60,704,844
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,705,084
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 8 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEPHEN R. BRONFMAN, individually, as trustee under a certain trust
for the benefit of descendants of the late Samuel Bronfman and as
director of certain charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 24,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 240
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 24,000
10 SHARED DISPOSITIVE POWER
28,674,404
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,698,404
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 9 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELLEN J. BRONFMAN HAUPTMAN, individually, as trustee under a
certain trust for the benefit of descendants of the late
Samuel Bronfman and as director of a certain charitable
foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 24,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 24,000
10 SHARED DISPOSITIVE POWER
25,394,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,418,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 10 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAROLD R. HANDLER, as trustee under certain trusts for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
60,704,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,704,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 11 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAYO A. SHATTUCK III, as trustee under certain trusts for the benefit
of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
60,704,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,704,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 12 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN L. WEINBERG, individually and as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 12,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 12,000
10 SHARED DISPOSITIVE POWER
60,704,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,716,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 13 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARNOLD M. LUDWICK, as trustee under a certain trust for the benefit of
descendants of the late Samuel Bronfman and as a director of certain
charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
28,674,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,674,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 14 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT S. VINEBERG, individually and as trustee under a certain trust
for the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 53,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 53,200
10 SHARED DISPOSITIVE POWER
24,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,853,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 15 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GARY J. GARTNER, as trustee under certain trusts for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
8,400,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 16 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN H. LEVIN, as trustee under certain trusts for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
8,400,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 17 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JEFFREY D. SCHEINE, as trustee under certain trusts for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
8,400,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 18 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREVOR CARMICHAEL, as trustee under a certain trust for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
17,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 19 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NEVILLE LEROY SMITH, as trustee under a certain trust for the benefit
of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
17,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 20 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRUCE I. JUDELSON, as trustee under certain trusts for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 302,760
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,002,760
10 SHARED DISPOSITIVE POWER
17,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,322,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 21 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STANLEY N. BERGMAN, as trustee under certain trusts for the benefit of
descendants of the late Minda de Gunzburg and as voting trustee under
a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,516,332
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
2,200,004
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,516,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 22 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DR. GUIDO GOLDMAN, as trustee under certain trusts for the benefit of
descendants of the late Minda de Gunzburg and as voting trustee under
a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,516,332
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
2,200,004
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,516,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7
14 TYPE OF REPORTING PERSON*
IN
*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>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 23 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEONARD M. NELSON, as trustee under certain trusts for the benefit of
descendants of the late Minda de Gunzburg and as voting trustee under
a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,516,332
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
2,200,004
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,516,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7
14 TYPE OF REPORTING PERSON*
IN
*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 24 of 34 Pages
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 of the Statement on Schedule 13D, as amended, to
which this amendment relates (the "Schedule 13D"), filed pursuant to Rule
13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), with respect to the common shares without
nominal or par value (the "Shares") of The Seagram Company Ltd., is hereby
supplemented as follows:
Current Ownership. As of the date hereof, Bronfman
Associates, a New York general partnership ("BA"), owns 59,218,088 Shares or
approximately 17.2% of the outstanding Shares. Edgar M. Bronfman is the
Managing Partner of BA and the other partners of BA are the Edgar Miles
Bronfman Trust (the "EMBT"), which holds a 99% general partnership interest,
and the children of Edgar M. Bronfman, including Samuel Bronfman II, Edgar
Bronfman, Jr. and Matthew Bronfman. The EMBT owns no Shares directly. Edgar
M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman, Harold R. Handler, Mayo
A. Shattuck III and John L. Weinberg are the trustees of the EMBT and of the
PBBT/Edgar Miles Bronfman Family Trust (the "PBBT/EMBFT"), which are trusts
for the benefit of Edgar M. Bronfman and his descendants. The PBBT/EMBFT
owns 1,486,516 Shares or approximately 0.43% of the outstanding Shares.
The C. Bronfman Family Trust (the "C.BFT"), the Charles
Rosner Bronfman Family Trust (the "CRBFT"), The Charles Bronfman Trust (the
"CBT"), The Charles Bronfman Trust II (the "CBT II"), The Charles R. Bronfman
Trust (the "CRBT") and The Charles Rosner Bronfman Discretionary Trust (the
"CRBDT"), trusts for the benefit of Charles R. Bronfman and his descendants,
own 17,320,000 Shares, 24,800,000 Shares, 1,700,000 Shares, 5,000,000 Shares,
1,700,000 Shares and 1,002,760 Shares, or approximately 5.0%, 7.2%, 0.49%,
1.4%, 0.49% and 0.29% of the outstanding Shares, respectively. Trevor
Carmichael, Neville LeRoy Smith and Bruce I. Judelson are the trustees of the
C.BFT. Stephen R. Bronfman, Ellen J. Bronfman Hauptman, Arnold M. Ludwick
and Robert S. Vineberg are the trustees of the CRBFT, and Gary J. Gartner,
Steven H. Levin and Jeffrey D. Scheine are the trustees of each of the CBT,
the CBT II and the CRBT. Bruce I. Judelson is the trustee of the CRBDT.
The Saidye Rosner Bronfman Ruby Trust (the "Ruby Trust") and
the Saidye Rosner Bronfman Topaz Trust (the "Topaz Trust," and together with
the Ruby Trust, the "de Gunzburg Trusts"), trusts for the benefit of
descendants of the late Minda de Gunzburg, own 2,100,000 Shares and 100,004
Shares, or approximately 0.61% and 0.03% of the outstanding Shares,
respectively. Stanley N. Bergman, Dr. Guido Goldman and Leonard M. Nelson
are the trustees of the de Gunzburg Trusts.
Philotecton Canada Inc. ("Philotecton"), a corporation
wholly owned by Phyllis Lambert, owns 828,000 Shares or approximately 0.24%
of the outstanding Shares.
Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert and
the late Minda de Gunzburg are siblings.
The Claridge Foundation, a charitable foundation the members
and directors of which include Charles R. Bronfman, Stephen R. Bronfman
and Arnold M. Ludwick, owns 3,280,000 Shares or approximately 1.0% of the
outstanding Shares. The Chastell Foundation, a charitable foundation the
members and directors of which include
<PAGE>
Page 25 of 34 Pages
Charles R. Bronfman, Stephen R. Bronfman, Ellen J. Bronfman Hauptman
and Arnold M. Ludwick, owns 594,164 Shares or approximately 0.17% of
the outstanding Shares. The Samuel Bronfman Foundation, a charitable
foundation the trustees of which include Edgar M. Bronfman, Charles R.
Bronfman, Samuel Bronfman II and Edgar Bronfman, Jr., owns 240,000 Shares
or approximately 0.07% of the outstanding Shares. The Samuel and Saidye
Bronfman Family Foundation, a charitable foundation the directors of
which include Phyllis Lambert, Matthew Bronfman and Stephen R. Bronfman,
owns 240 Shares.
Edgar M. Bronfman owns directly 240 Shares, holds currently
exercisable options to acquire 763,921 Shares and serves as an executor of an
estate which owns 356 Shares; Charles R. Bronfman holds currently exercisable
options to acquire 454,901 Shares and serves as an executor of an estate
which owns 356 Shares; Phyllis Lambert owns directly 172,000 Shares; Samuel
Bronfman II owns directly 240 Shares and holds currently exercisable options
to acquire 117,301 Shares; Edgar Bronfman, Jr. owns directly 240 Shares,
holds currently exercisable options to acquire 2,139,600 Shares and, through
an investment in the Joseph E. Seagram & Sons, Inc. 401(k) Plan with a value
of $25,619.80 as of August 31, 1997, owns indirectly approximately 733
Shares; Matthew Bronfman owns directly 240 Shares; Stephen R. Bronfman owns
directly 24,000 Shares; Ellen J. Bronfman Hauptman owns directly 24,000
Shares; John L. Weinberg owns directly 12,000 Shares and Robert S. Vineberg
owns indirectly 53,200 Shares. Except with respect to Shares held by Edgar
Bronfman, Jr. through the 401(k) Plan, each of such persons has the sole
power to vote, or direct the voting of, and the sole power to dispose of, or
direct the disposition of, the Shares stated to be owned directly, or
indirectly in the case of Mr. Vineberg, by such person. In addition, the
spouse of Edgar M. Bronfman owns directly 1,840 Shares, and the spouse of
Charles R. Bronfman owns directly 12,000 Shares.
The power to vote, or direct the voting of, and the power to
dispose of, or direct the disposition of, the Shares beneficially owned by
each of the aforementioned trusts is shared by the respective trustees of
such trusts, except that the authority of the trustees to vote and dispose of
the Shares beneficially owned by the trusts is limited by the voting trust
agreements and right of first refusal agreement described below.
Charles R. Bronfman is the voting trustee under a Voting
Trust Agreement dated August 3, 1984, as amended, covering the 115,798,768
Shares owned directly or indirectly by the EMBT, the PBBT/EMBFT, the C.BFT,
the CRBFT, the CBT, the CBT II, the CRBT, the CRBDT, The Claridge Foundation
and The Chastell Foundation. See Item 6 - "Voting Trust Agreements" of the
Schedule 13D.
Edgar M. Bronfman, Charles R. Bronfman, Stanley N. Bergman,
Leonard M. Nelson and Dr. Guido Goldman are the voting trustees under a
Voting Trust Agreement dated May 15, 1986 covering the 2,200,004 Shares owned
by the de Gunzburg Trusts, and 316,328 Shares owned by Jean de Gunzburg. See
Item 6 - "Voting Trust Agreements" of the Schedule 13D.
The Shares subject to the aforementioned voting trusts,
along with Shares owned by Phyllis Lambert and Philotecton, are subject to a
right-of-first-refusal agreement. See Item 6 - "Right of First Refusal
Agreements" of the Schedule 13D.
<PAGE>
Page 26 of 34 Pages
Each person identified in the Schedule 13D expressly
disclaims any beneficial interest in the Shares, except for those Shares
which are stated to be owned directly by such person or, in the case of
Phyllis Lambert, owned by Philotecton, and except to the extent of such
person's beneficial interest in a trust which owns such Shares.
Except to the extent expressly provided in agreements
described in the Schedule 13D, the persons filing this statement expressly
disclaim (i) that the trustees of the trusts referred to in the Schedule 13D
act as a group with the trustees of any other trusts referred to in the
Schedule 13D, and (ii) that any group exists with respect to the Shares
referred to in the Schedule 13D.
The number of Shares over which the trustees of the trusts
described herein, Phyllis Lambert and Samuel Bronfman II exercise voting or
dispositive power, either sole or shared, are set forth on the cover pages
hereto. Percentages set forth on such cover pages and in this Item 5 are
based on the 345,103,409 Shares outstanding as of January 31, 1998.
Recent Transactions. On December 17, 1997, the C.BFT
transferred 5,000,000 Shares to Ellen J. Bronfman Hauptman, who is a trust
beneficiary. On December 17, 1997, Ellen J. Bronfman Hauptman transferred
the 5,000,000 Shares to the CBT II.
On December 17, 1997, Charles R. Bronfman transferred as a
gift 1,002,760 Shares owned directly by him to the CRBDT.
As set forth on Schedule A hereto, from February 28, 1998
through May 4, 1998, the Ruby Trust and the Topaz Trust sold an aggregate
of 1,748,732 and 1,014,000 Shares, respectively, in open market sales effected
through brokerage transactions by Bear Stearns on the New York Stock Exchange.
Prior to such period, in February 1998, the Ruby Trust and the Topaz Trust each
sold an aggregate of 500,000 Shares in open market sales effected through
brokerage transactions by Bear Stearns on the New York Stock Exchange at a
average price per Share of $38.76, excluding brokerage commissions.
<PAGE>
Page 27 of 34 Pages
Signatures
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: May 4, 1998
EDGAR M. BRONFMAN, individually, as trustee under
certain trusts for the benefit of descendants of the
late Samuel Bronfman, as Managing Partner of
Bronfman Associates, as trustee of a certain
charitable foundation and as voting trustee under a
certain voting trust agreement
by: /s/ Harold R. Handler
------------------------------
Harold R. Handler
Attorney-in-Fact (Pursuant to Powers of
Attorney previously filed with the
Securities and Exchange Commission)
THE HON. CHARLES R. BRONFMAN, as director or trustee
of certain charitable foundations and as voting
trustee under certain voting trust agreements
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
PHYLLIS LAMBERT
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
<PAGE>
Page 28 of 34 Pages
SAMUEL BRONFMAN II, individually and as trustee of a
certain charitable foundation
by: /s/ Harold R. Handler
------------------------------
Harold R. Handler
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
EDGAR BRONFMAN, JR., individually, as trustee under
certain trusts for the benefit of descendants of the
late Samuel Bronfman and as trustee of a certain
charitable foundation
by: /s/ Harold R. Handler
------------------------------
Harold R. Handler
Attorney-in-Fact (Pursuant to Powers of
Attorney previously filed with the
Securities and Exchange Commission)
MATTHEW BRONFMAN, individually and as trustee under
certain trusts for the benefit of descendants of the
late Samuel Bronfman
by: /s/ Harold R. Handler
------------------------------
Harold R. Handler
Attorney-in-Fact (Pursuant to Powers of
Attorney previously filed with the
Securities and Exchange Commission)
<PAGE>
Page 29 of 34 Pages
STEPHEN R. BRONFMAN, individually, as trustee under
a certain trust for the benefit of descendants of
the late Samuel Bronfman and as director of a
certain charitable foundation
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
ELLEN J. BRONFMAN HAUPTMAN, individually, and as
trustee under a certain trust for the benefit of
descendants of the late Samuel Bronfman and as
director of a certain charitable foundation
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
/s/ Harold R. Handler
------------------------------
HAROLD R. HANDLER, as trustee under certain
trusts for the benefit of descendants of
the late Samuel Bronfman
MAYO A. SHATTUCK III, as trustee under
certain trusts for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Harold R. Handler
------------------------------
Harold R. Handler
Attorney-in-Fact (Pursuant to a
Power of Attorney previously filed
with the Securities and Exchange
Commission)
<PAGE>
Page 30 of 34 Pages
JOHN L. WEINBERG, individually and as
trustee under certain trusts for the
benefit of descendants of the late Samuel
Bronfman
by: /s/ Harold R. Handler
------------------------------
Harold R. Handler
Attorney-in-Fact (Pursuant to
Powers of Attorney previously filed
with the Securities and Exchange
Commission)
ARNOLD M. LUDWICK, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman and
as a director of certain charitable
foundations
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a
Power of Attorney previously filed
with the Securities and Exchange
Commission)
ROBERT S. VINEBERG, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a
Power of Attorney previously filed
with the Securities and Exchange
Commission)
<PAGE>
Page 31 of 34 Pages
GARY J. GARTNER, as trustee under certain
trusts for the benefit of descendants of
the late Samuel Bronfman
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a
Power of Attorney previously filed
with the Securities and Exchange
Commission)
STEVEN H. LEVIN, as trustee under certain
trusts for the benefit of descendants of
the late Samuel Bronfman
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a
Power of Attorney previously filed
with the Securities and Exchange
Commission)
JEFFREY D. SCHEINE, as trustee under
certain trusts for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a
Power of Attorney previously filed
with the Securities and Exchange
Commission)
TREVOR CARMICHAEL, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a
Power of Attorney previously filed
with the Securities and Exchange
Commission)
<PAGE>
Page 32 of 34 Pages
NEVILLE LEROY SMITH, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a
Power of Attorney previously filed
with the Securities and Exchange
Commission)
BRUCE I. JUDELSON, as trustee under certain
trusts for the benefit of descendants of
the late Samuel Bronfman
by: /s/ Michel Boucher
------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a
Power of Attorney previously filed
with the Securities and Exchange
Commission)
<PAGE>
Page 33 of 34 Pages
/s/ Stanley N. Bergman
------------------------------
STANLEY N. BERGMAN, as trustee
under certain trusts for the
benefit of descendants of the late
Minda de Gunzburg and as voting
trustee under a certain voting
trust agreement
/s/ Guido Goldman
------------------------------
DR. GUIDO GOLDMAN, as trustee under
certain trusts for the benefit of
descendants of the late Minda de
Gunzburg and as voting trustee
under a certain voting trust
agreement
/s/ Leonard M. Nelson
------------------------------
LEONARD M. NELSON, as trustee under
certain trusts for the benefit of
descendants of the late Minda de
Gunzburg and as voting trustee
under a certain voting trust
agreement
<PAGE>
Page 34 of 34 Pages
Schedule A
Shares sold by Ruby Trust and Topaz Trust
from February 28, 1998 through May 4, 1998
Price Per Share
(Excluding
Number of brokerage
Date Seller Shares Sold commissions)
- ---- ------ ----------- ---------------
03/02/98 Ruby Trust 50,000 $38.0125
03/02/98 Topaz Trust 50,000 $38.0125
03/02/98 Ruby Trust 50,000 $38.0250
03/02/98 Topaz Trust 50,000 $38.0250
03/02/98 Ruby Trust 125,000 $38.1250
03/02/98 Topaz Trust 125,000 $38.1250
03/02/98 Ruby Trust 7,300 $38.1875
03/02/98 Topaz Trust 7,300 $38.1875
03/03/98 Ruby Trust 17,700 $38.1875
03/03/98 Topaz Trust 17,700 $38.1875
03/04/98 Ruby Trust 50,000 $37.8988
03/04/98 Topaz Trust 50,000 $37.8988
03/04/98 Ruby Trust 50,000 $37.7500
03/04/98 Topaz Trust 50,000 $37.7500
03/05/98 Ruby Trust 50,000 $37.6250
03/05/98 Topaz Trust 50,000 $37.6250
03/06/98 Ruby Trust 50,000 $37.7500
03/06/98 Topaz Trust 50,000 $37.7500
03/06/98 Ruby Trust 9,400 $38.0000
03/06/98 Topaz Trust 9,400 $38.0000
03/09/98 Ruby Trust 40,600 $38.0539
03/09/98 Topaz Trust 40,600 $38.0539
03/09/98 Ruby Trust 118,900 $38.0308
03/12/98 Topaz Trust 100,000 $39.2500
03/12/98 Topaz Trust 69,000 $39.4783
03/13/98 Topaz Trust 31,000 $39.3228
03/13/98 Topaz Trust 100,000 $39.5826
03/18/98 Topaz Trust 22,200 $39.0000
03/19/98 Topaz Trust 77,800 $39.0000
03/23/98 Ruby Trust 24,750 $39.5000
03/23/98 Topaz Trust 24,750 $39.5000
03/25/98 Ruby Trust 89,250 $39.5000
03/25/98 Topaz Trust 89,250 $39.5000
04/06/98 Ruby Trust 52,000 $39.0000
04/17/98 Ruby Trust 334,000 $38.4335
04/17/98 Ruby Trust 100,000 $40.0808
04/27/98 Ruby Trust 25,000 $40.0000
04/28/98 Ruby Trust 75,000 $40.0000
04/29/98 Ruby Trust 100,000 $41.0506
04/29/98 Ruby Trust 100,000 $41.5169
04/30/98 Ruby Trust 100,000 $42.7931
04/30/98 Ruby Trust 100,000 $43.1206
04/30/98 Ruby Trust 29,832 $43.0663
