SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
The Seagram Company Ltd.
(Name of Issuer)
Common Shares, without nominal or par value
(Title of Class of Securities)
811850 10 6
(CUSIP Number)
Donald C. Walkovik
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 10, 1998
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 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).
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CUSIP NO. 811850 10 6
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Koninklijke Philips Electronics N.V.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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7. SOLE VOTING POWER
NUMBER OF 47,831,952
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 47,831,952
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
47,831,952
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
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14. TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Shares, without nominal or par value (the "Securities"),
of The Seagram Company Ltd. (the "Issuer"), a corporation organized under the
laws of Canada, with its principal executive offices located at 1430 Peel
Street, Montreal, Quebec, Canada, H3A 1S9.
Item 2. Identity and Background.
(a)-(c); (f). This Statement is being filed by Koninklijke Philips
Electronics N.V., a corporation organized under the laws of The Netherlands
("Philips"), which acts as the holding company of the Philips group. The Philips
group is engaged primarily in the manufacture and distribution of electronic and
electrical products, systems and equipment. The principal office and business
address of Philips is Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The
Netherlands. Philips is sometimes referred to herein as the "Reporting Person."
Attached as Schedule I hereto and incorporated by reference herein is a
list of the members of the Supervisory Board and the members of the Board of
Management and the Group Management Committee of Philips. Schedule I sets forth
each of such persons' name, business address, present principal occupation or
employment and citizenship, and the name, principal business and address of the
corporation or other organization in which such employment is conducted. To the
best knowledge of the Reporting Person, no such person is the beneficial owner
of any Securities of the Issuer.
(d)-(e). During the last five years, neither Philips, nor, to the best
knowledge of the Reporting Person, any of the directors or executive officers of
Philips has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was 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.
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Item 3. Source and Amount of Funds or Other Consideration.
On December 10, 1998, Philips acquired beneficial ownership of
47,831,952 Common Shares of the Issuer and cash consideration of approximately
NLG 11.5 billion (the "Cash Consideration") pursuant to the closing (the
"Closing") of the Offer Agreement, dated as of June 21, 1998 (the "Offer
Agreement"), among the Issuer, Philips and PolyGram N.V., a corporation
organized under the laws of The Netherlands ("PolyGram"). In consideration for
the Cash Consideration and the 47,831,952 Common Shares of the Issuer issued to
Philips, the Reporting Person transferred to the Issuer its entire 75% equity
interest in PolyGram, constituting 135,000,000 of the 180,000,000 issued shares
of PolyGram, par value NLG 0.50 per share.
This Item 3 is qualified in its entirety by reference to the Offer
Agreement which is incorporated by reference as Exhibit 1 hereto and is also
incorporated herein by reference.
Item 4. Purpose of the Transaction.
The Reporting Person has acquired the Securities for the purpose of
making an investment in the Issuer and not with the present intention of
acquiring control of the Issuer's business. As of the date of this Statement on
Schedule 13D, the Reporting Person does not have any plans or proposals with
respect to the Issuer that relate to or could result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The Reporting Person from time to time intends to review its investment
in, and intentions with respect to, the Issuer on the basis of various factors,
and based upon such review, the Reporting Person will take such actions in the
future as the Reporting Person may deem appropriate in light of the
circumstances existing from time to time. Accordingly, the Reporting Person
reserves the right to change its plans and intentions at any time as it deems
appropriate and in accordance with the terms of the Stockholders Agreement,
dated as of June 21, 1998, between Philips and the Issuer (the "Stockholders
Agreement"), more fully described in Item 6 herein. To the knowledge of the
Reporting Person, each of the persons listed on Schedule I hereto may make the
same evaluation and may have the same reservations.
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This Item 4 is qualified in its entirety by reference to the
Stockholders Agreement which is incorporated by reference as Exhibit 2 hereto
and is also incorporated herein by reference.
Item 5. Interest in Securities of Issuer.
(a). As described in Item 3 herein, Philips was issued 47,831,952
Common Shares of the Issuer at the Closing, representing approximately 12.1% of
the Issuer's outstanding Common Shares.
To the best knowledge of the Reporting Person, none of the persons
listed on Schedule I hereto own any Common Shares of the Issuer.
(b). By virtue of the fact that Philips and the Issuer have entered
into the Stockholders Agreement as described in Item 6 herein, Philips and the
Issuer could be construed as sharing voting and/or dispositive power over the
47,831,952 Common Shares of the Issuer beneficially owned by Philips; however,
Philips hereby disclaims the existence of any such shared voting or dispositive
power. To the best knowledge of Philips, all or substantially all of the
information with respect to the Issuer and its directors, executive officers and
controlling persons that would be required disclosure pursuant to Items 2 and
5(b) of this Statement on Schedule 13D if the Issuer were deemed to share voting
and/or dispositive power over the 47,831,952 Common Shares of the Issuer
beneficially owned by Philips has been made publicly available in filings or
submissions by or with respect to the Issuer pursuant to the United States
Securities Act of 1933, as amended (the "Securities Act") and the United States
Exchange Act of 1934, as amended.
(c)-(d). Except as described herein, no transaction in the Securities
of the Issuer has been effected during the sixty-day period ending on the date
of this Statement on Schedule 13D by Philips, or, to the best knowledge of the
Reporting Person, by any person named on Schedule I hereto, and to the best
knowledge of the Reporting Person, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any Common Shares of the Issuer deemed beneficially owned by the Reporting
Person.
This Item 5 is qualified in its entirety by reference to the
Stockholders Agreement which is
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incorporated by reference as Exhibit 2 hereto and is also incorporated herein
by reference.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
Philips has certain rights and obligations under the Stockholders
Agreement with respect to the voting, disposition and transfer of the
Securities, and has granted an irrevocable proxy to the Issuer, which rights and
obligations are more fully described below.
1(a). Pursuant to the Stockholders Agreement, Philips has agreed, among
other things, to vote (and to cause each of its affiliates that beneficially own
Voting Shares to vote) any Voting Shares beneficially owned by it to cause each
of the nominees designated by the Seagram Board of Directors (the "Board") to be
elected to the Board; provided, however, that the foregoing will not be
applicable if the Issuer has not complied with its obligations described in
Paragraph 3(e)(iv) and the first sentence of Paragraph 3(e)(i) of this Item 6
herein. Under the Stockholders Agreement, "Voting Shares" means any securities
of the Issuer the holders of which are generally entitled to vote for members of
the Board and any securities issued in substitution therefor, in connection with
any stock split, dividend or combination, or any reclassification,
recapitalization, merger, consolidation, exchange or other similar
reorganization.
1(b). Under the Stockholders Agreement, in connection with any vote of
the shareholders of the Issuer relating to any matter other than election of
directors, unless the Issuer otherwise consents in writing, Philips has agreed
to vote (and to cause each of its affiliates that beneficially own Voting Shares
to vote) any Voting Shares beneficially owned by it, at Philips' option, either
proportionately on the same basis as the other holders of Voting Shares so vote
or as recommended by the Board; provided, that Philips will be entitled to vote
its shares in its discretion (and not in such proportion or as so recommended)
with respect to any transaction submitted to holders of Voting Shares pursuant
to which Voting Shares beneficially owned by Philips or any of its direct or
indirect wholly-owned subsidiaries (each a "Permitted Transferee") will not be
entitled to receive (or will not be permitted to elect to receive on an
equitable basis with the
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Voting Shares held by all other shareholders), in such transaction, the same
consideration as Voting Shares held by all other shareholders of the Issuer.
1(c). Under the Stockholders Agreement, Philips has also, among other
things, granted an irrevocable proxy to the Issuer coupled with an interest to
secure Philips' obligations to vote and act by written consent in accordance
with the terms of the Stockholders Agreement.
2(a). Pursuant to the Stockholders Agreement, Philips has agreed, among
other things, that it will not, and will cause each of its subsidiaries not to,
directly or indirectly, acquire, or agree to acquire, by purchase or otherwise,
beneficial ownership of any Voting Shares except pursuant to the offer of the
Issuer by which Philips acquired the securities to which this Statement on
Schedule 13D relates, or by way of stock dividends, stock reclassifications or
other distributions or offerings made available to holders of Voting Shares
generally.
2(b). Under the Stockholders Agreement, the restrictions described in
the preceding paragraph will terminate in the event (i) the Board approves a
tender offer for 50% or more of the outstanding Voting Shares (provided that if
such offer is withdrawn or expires without being consummated, such restrictions
will be reinstated) or (ii) it is publicly disclosed that Voting Shares
representing 33 1/3% of the voting power have been acquired by any person or
group (other than Philips or an affiliate thereof or any group in which Philips
or any affiliate is a member) which does not own more than 20% of the Voting
Shares immediately following the Closing.
3(a). Pursuant to the Stockholders Agreement, Philips has agreed, among
other things, that, without the consent of the Issuer, during the period
commencing on the Closing and ending on the second anniversary thereof, Philips
will not, and will cause its Permitted Transferees not to, transfer any Voting
Shares beneficially owned by Philips or any of its Permitted Transferees except
(i) to any Permitted Transferee, (ii) as described in Paragraph 3(d) of this
Item 6 herein (so long as such transfer is effected in a manner which would be
permitted by the provision described in Paragraph 3(b) of this Item 6 herein if
such transfer were to occur after the second anniversary of the Closing), or
(iii) pursuant to a bona fide third party tender offer or exchange offer which
was not induced directly or indirectly by Philips or any of its affiliates
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and (a) which is approved by the Board or (b) in which Philips would be
disadvantaged, in any material respect, if Philips failed to tender because the
offer is a partial tender offer for less than all of the outstanding common
shares without nominal or par value of the Issuer and any securities issued in
substitution therefor, in connection with any stock split, dividend or
combination, or any reclassification, recapitalization, merger, consolidation,
exchange or other similar reorganization ("the Seagram Common Shares") or a
tender offer for all Seagram Common Shares with no undertaking by the offeror or
its affiliates for a second step or similar "back-end" transaction providing for
the same consideration as in the offer; provided, that all conditions to such
tender offer (other than the minimum condition) are reasonably likely to be
satisfied at the scheduled expiration date and the minimum condition is
reasonably likely to be satisfied at the scheduled expiration date for such
offer even if Philips does not tender (any such offer, a "Permitted Tender
Offer").
3(b). Pursuant to the Stockholders Agreement, Philips has also agreed,
among other things, that, without the consent of the Issuer, following the
second anniversary of the Closing, Philips will not, and will cause its
affiliates not to, transfer any Voting Shares except (i) to any Permitted
Transferee, (ii) pursuant to a Permitted Tender Offer, (iii) pursuant to an
Underwritten Offering, (iv) pursuant to a Private Placement or (v) pursuant to a
Market Sale. Under the Stockholders Agreement, (a) "Underwritten Offering" means
the sale of Seagram Common Shares for cash in an underwritten public offering or
block trade in an offering effected pursuant to Regulation S under the
Securities Act, which, in any case, is designed to effect a broad distribution
of such Seagram Common Shares in which no purchaser is intended to acquire 4% or
more of the Seagram Common Shares and also includes a sale of debt securities of
Philips or any Permitted Transferee for cash, which debt securities are
exchangeable for Seagram Common Shares, at the option of the holder or the
issuer of such debt securities or as required by the terms of such debt
securities, and which sale is effected pursuant to an offering under Rule 144A
and Regulation S of the Securities Act which is designed to effect a broad
distribution of such debt securities in which no purchaser is intended to
acquire Voting Share equivalents equal to or greater than 4% of the Seagram
Common Shares, (b) "Private Placement" means one or a series of related
privately-negotiated transfers pursuant to which an insurance company,
foundation or charitable
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organization, pension fund or other employee benefit plan, broker dealer,
investment company, private investment fund (provided that such private
investment fund is not, and will not in connection with such Private Placement
be, required to file a Schedule 13D regarding Voting Shares), investment
adviser, bank, savings bank, savings association or other financial institution
will acquire up to 4% of the then outstanding Voting Shares or Voting Share
equivalents; and (c) "Market Sale" means a sale or other transfer which is
effected in accordance with the provisions of Rule 144 under the Securities Act.
3(c). Under the Stockholders Agreement, any transfer of Voting Shares
by Philips or its Permitted Transferees pursuant to a Permitted Tender Offer, an
Underwritten Offering, a Private Placement, a Market Sale or otherwise consented
to by the Issuer will be subject to the right of first offer provisions of the
Stockholders Agreement in favor of the Issuer, except that, subject to
compliance with certain provisions of the Stockholders Agreement relating to
Permitted Transferees, such right of first offer provisions will not apply to
any transfer between Philips and any of its Permitted Transferees or between
Permitted Transferees. Any Permitted Transferee will be subject to the terms and
conditions of the Stockholders Agreement as if such Permitted Transferee were
Philips.
3(d). Pursuant to the Stockholders Agreement, if due to repurchases of
Seagram Common Shares by the Issuer at any time following the Closing, the
Applicable Percentage exceeds 17 1/2%, then the Issuer may, at its option, cause
Philips or any Permitted Transferees to transfer Voting Shares (subject to
certain other provisions of the Stockholders Agreement described in Paragraph 4
of this Item 6 herein) during the 180 day period commencing following notice by
the Issuer of its exercise of such option; provided that such 180 day period
will be extended to the extent Philips has made a registration or prospectus
request pursuant to the Stockholders Agreement for the period following receipt
of notice of the Issuer's election of its rights to require any such transfer
until such registration statement has been declared effective and a final
prospectus, if applicable, has been receipted, but only if such request has been
made by Philips within 30 days following receipt of such notice. Under the
Stockholders Agreement, "Applicable Percentage" means, at any time, the ratio,
expressed as a percentage, of (i) the number of Voting Shares beneficially owned
by Philips and any
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Permitted Transferee to (ii) the total then-outstanding Voting Shares. With
respect to any such transfer described in this Paragraph 3(d), Philips will
select the method or methods of transfer, which methods will consist of one or
more of the following: a Private Placement, an Underwritten Offering or a Market
Sale.
3(e)(i). Pursuant to the Stockholders Agreement, effective as of the
Closing, the Issuer has agreed to appoint the Chief Executive Officer of Philips
(the "Designee") to the Board. Accordingly, Philips' Chief Executive Officer,
Cornelis Boonstra, was appointed to the Board effective as of the Closing.
3(e)(ii). Under the Stockholders Agreement, Philips is entitled to
designate its then Chief Executive Officer as its Designee for nomination for
election to the Board for so long as the Applicable Percentage is at least 5%.
3(e)(iii). The Stockholders Agreement also provides that at any time
that Philips is entitled to designate a director thereunder, Philips will be
entitled to appoint one ex officio member of the Board, who will be entitled to
notice of and to attend meetings of the Board and to receive all information
circulated or made available to the Board. Such ex officio member of the Board
will not be deemed to be a member of the Board for purposes of determining a
quorum or for any other purpose, and will not have the right to vote on any
matter voted on by the Board. Jan H.M. Hommen, Executive Vice-President, Chief
Financial Officer and member of the Board of Management of Philips, has been
designated as such ex officio member of the Board.
3(e)(iv). Under the Stockholders Agreement, the Issuer has agreed to
use its best efforts to cause the election of the Designee to the Board,
including nominating such individual to be elected to the Board.
3(e)(v). For so long as Philips has an ex officio designee to the Board
pursuant to the Stockholders Agreement, such individual will be entitled to
notice of and to attend meetings of the Audit Committee of the Board (the "Audit
Committee") and to receive all information circulated or made available to the
members of the Audit Committee. Such individual will not be deemed to be a
member of the Audit Committee for purposes of determining a quorum or for any
other purpose, and will not have the right to vote on any matter voted on by
such committee.
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3(f). The Stockholders Agreement provides that in the event that, on or
at any time following the Closing, the Issuer effects any spin-off of one or
more of its subsidiaries (the "Spinoff Company") to holders of Voting Shares,
prior to any such spin-off, Philips will, and the Issuer will cause such Spinoff
Company to, enter into an agreement substantially identical to the Stockholders
Agreement. In the event that the spirits and wine business of the Issuer becomes
a separate publicly traded company, such agreement will not subject Philips to
the transfer restrictions of the Stockholders Agreement (see Paragraphs 3(a) and
3(b) of this Item 6) with respect to such Spinoff Company (except for the
provisions that restrict transfers pursuant to a tender offer or exchange offer
only to Permitted Tender Offers, and the related right of first offer
provisions).
3(g). The Stockholders Agreement grants Philips customary rights with
respect to the registration under the United States federal and Canadian
securities laws of offerings of Seagram Common Shares issued pursuant to the
Offer Agreement and held by Philips or any Permitted Transferee.
3(h). The rights and obligations of Philips and its Permitted
Transferees under the Stockholders Agreement, including such rights and
obligations described in this Statement on Schedule 13D, will terminate upon the
Applicable Percentage equalling less than 5%; provided, that certain provisions,
including those described in Paragraphs 1(a) through (c), 2(a) and (b), 3(a)
through (d), 3(f) and 4 of this Item 6 herein will automatically become
effective and reinstated if, within 12 months following the date that the
Applicable Percentage is less than 5%, the Applicable Percentage equals or
exceeds 5% as a result of the acquisition of Voting Shares by Philips or any
subsidiary.
In addition, the rights and obligations of Philips and its Permitted
Transferees under certain provisions of the Stockholders Agreement, including
those described above in Paragraphs 1(b) and 3(a) through (d) of this Item 6
herein shall terminate immediately at the time (i) any person or group
(excluding any person or group that beneficially owns more than 20% of the
Voting Shares as of the date of the Stockholders Agreement) becomes the
beneficial owner of more than 25% of the Voting Shares (excluding any Voting
Shares acquired from Philips or a Permitted Transferee) if such person or group
beneficially owns more Voting Shares than any other person or group or
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(ii)(a) no person or group beneficially owns more than 20% of the Voting Shares
and (b) none of Edgar M. Bronfman, Charles R. Bronfman or Edgar Bronfman, Jr.
serves as Chairman of the Board, Co-Chairman of the Board or Chief Executive
Officer of the Issuer.
4. In addition, under the Stockholders Agreement, Philips has agreed
that, except as expressly set forth in the provisions of the Stockholders
Agreement described in Paragraphs 1(a) through (c) and 3(e)(i) through 3(e)(v)
of this Item 6 herein, Philips will not, and will cause its subsidiaries not to,
directly or indirectly, alone or in concert with others, unless specifically
requested in writing by the Chief Executive Officer of the Issuer or by a
resolution of a majority of the directors of the Issuer, take any of the actions
set forth below in Paragraphs (i) through (x) of this Paragraph 4 (or take any
action that would require the Issuer to make an announcement regarding any of
the following); provided, however, that Philips will not be required to take any
such action as a result of the request of the Issuer:
(i) effect, seek, offer, engage in, propose (whether publicly
or otherwise) or cause or participate in, or assist any other person to
effect, seek, engage in, offer or propose (whether publicly or
otherwise) or participate in:
(a) any acquisition of beneficial ownership of Voting
Shares which would result in a breach of the provisions
described in Paragraphs 2(a) and (b) of this Item 6 herein;
(b) any tender or exchange offer, merger,
consolidation, share exchange, business combination,
recapitalization, restructuring, liquidation, dissolution or
other extraordinary transaction involving the Issuer or any
material portion of its business or any purchase of all or any
substantial part of the assets of the Issuer or any material
portion of its business; or
(c) any "solicitation" of "proxies" (as such terms
are used in the proxy rules of the United States Securities
and Exchange Commission ("SEC") but without regard to the
exclusion set forth in Rule 14a-1(1)(2)(iv) from the
definition of "solicitation") with respect to the Issuer or
any of its affiliates or any action resulting in
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Philips, any of its subsidiaries, or such other person
becoming a "participant" in any "election contest" (as such
terms are used in the proxy rules of the SEC) with respect to
the Issuer or any of its subsidiaries;
(ii) propose any matter for submission to a vote of
shareholders of the Issuer or any of its affiliates;
(iii) seek election to, seek to place a representative (other
than the Designee) on, or seek the removal of, any director of the
Board, subject to certain exceptions;
(iv) except as contemplated by the Stockholders Agreement,
grant any proxy with respect to any Voting Shares;
(v) except as contemplated by the Stockholders Agreement,
execute any written consent with respect to any Voting Shares;
(vi) form, join or participate in a group with respect to any
Voting Shares or deposit any Voting Shares in a voting trust or subject
any Voting Shares to any arrangement or agreement with respect to the
voting of such Voting Shares or other agreement having similar effect;
(vii) take any other action to seek to affect the control of
the management or the Board or any of its affiliates, including
publicly suggesting or announcing its willingness to engage in or have
another person engage in a transaction that could reasonably be
expected to result in a business combination or to increase the
ownership percentage of Philips; provided, that nothing in the
provisions described in this Paragraph (vii) will restrict the manner
in which the Designee may (a) vote on any matter submitted to the Board
or (b) participate in deliberations or discussions of the Board (so
long as such actions do not otherwise violate any provision described
in Paragraphs 2(a), 2(b) and 4 of this Item 6 herein) in his or her
capacity as a director so long as such action is required by the
Designee's fiduciary duty to the Issuer or its shareholders or by
securities or similar laws, in each case as advised by outside counsel
to the Designee (to the extent practicable under the then-existing
circumstances);
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(viii) enter into any discussions, negotiations, arrangements
or understandings with any person with respect to any of the foregoing,
or advise, assist, encourage or seek to persuade others to take any
action with respect to any of the foregoing;
(ix) disclose to any person (other than an affiliate), or
otherwise induce, encourage, discuss or facilitate, any intention, plan
or arrangement inconsistent with the foregoing or with the restrictions
on transfer set forth in the Stockholders Agreement or form any such
intention which would result in the Issuer or any of its affiliates or
Philips or any of its affiliates being required to make any such
disclosure in any filing with a governmental authority or being
required to make a public announcement with respect thereto; or
(x) request the Issuer or any of its affiliates, directors,
officers, employees, representatives, advisors or agents, directly or
indirectly, to amend or waive the Stockholders Agreement or the
articles of amalgamation or bylaws (or similar constituent documents)
of the Issuer or any of its affiliates;
provided, however, that notwithstanding the foregoing restrictions, Philips will
be entitled to make any disclosure required by securities or similar disclosure
laws, as advised in writing by outside counsel reasonably satisfactory to the
Issuer.
This Item 6 is qualified in its entirety by reference to the
Stockholders Agreement, which is incorporated by reference as Exhibit 2 hereto
and is also incorporated herein by reference.
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Item 7. Material to be Filed as Exhibits.
Exhibit Description
1 Offer Agreement, dated as of June 21, 1998,
among the Issuer, Philips and PolyGram
(incorporated herein by reference to Exhibit
2.1 of the Current Report on Form 8-K/A of
the Issuer dated July 2, 1998).
2 Stockholders Agreement, dated as of June 21,
1998, between Philips and the Issuer
(incorporated herein by reference to Exhibit
10.1 of the Current Report on Form 8-K of
the Issuer dated June 22, 1998).
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SIGNATURES
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.
Date: December 18, 1998
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By:/s/ Arie Westerlaken
--------------------------------
Name: Arie Westerlaken
Title: General Secretary
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SCHEDULE I TO SCHEDULE 13D
A. MEMBERS OF THE SUPERVISORY BOARD OF KONINKLIJKE PHILIPS
ELECTRONICS N.V.
Unless otherwise indicated, each person listed below is not employed,
other than as a member of the Supervisory Board of Philips, and thus no
employer, employer's address or principal place of business of employer
is listed.
NAME: F.A. MALJERS
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: A. LEYSEN
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: Belgium
NAME: W. HILGER
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: Germany
NAME: L.C. VAN WACHEM
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
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NAME: C.J. OORT
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: L. SCHWEITZER
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Chairman and Chief Executive Officer
of La regie nationale des usines
Renault
Employer: La regie nationale des usines
Renault
Employer's Address: 34 Quai du Point du Jour
BP 103 92109
Boulogne Bilancourt
Cedex, France
Principal Business of
Employer: Design, manufacture and sale of
automobiles and related businesses
Citizenship: Swiss
NAME: SIR RICHARD GREENBURY
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Chairman and Chief Executive of
Marks & Spencer plc.
Employer: Marks & Spencer plc.
Employer's Address: Michael House
47 Baker Street
London W1A 1DN
United Kingdom
Principal Business of
Employer: Retails consumer goods and food and
engages in financial, unit trust,
treasury and insurance activities
Citizenship: United Kingdom
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NAME: IR. W. DE KLEUVER
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
B. BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE OF
KONINKLIJKE PHILIPS ELECTRONICS N.V.
Unless otherwise indicated, all of the members of the Board of
Management and Group Management Committee are employed by Philips at
Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands,
whose principal business is the manufacture and distribution of
electronic and electrical products, systems and equipment.
NAME: C. BOONSTRA
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Chief Executive Officer, President,
Chairman of the Board of Management
and the Group Management
Committee
Citizenship: The Netherlands
NAME: D.G. EUSTACE
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice President, Vice
Chairman of the Board of Management
and the Group Management Committee
Citizenship: United Kingdom and Canada
NAME: J.H.M. HOMMEN
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President, Chief
Financial Officer and member of the
Board of Management and the Group
Management Committee
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Citizenship: The Netherlands
NAME: R. PIEPER
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President, Member of
the Board of Management and the
Group Management Committee
Citizenship: The Netherlands
NAME: J.W. WHYBROW
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President, Member of
the Board of Management and the
Group Management Committee and
Chairman of the Lighting Division
Citizenship: United Kingdom
NAME: Y.C. LO
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President, Member of
the Board of Management and the
Group Management Committee and
Chairman of the Components Division
Citizenship: Republic of China
NAME: A.P.M. VAN DER POEL
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President, Member of
the Board of Management and the
Group Management Committee and
Chairman of the Semiconductors
Division
Citizenship: The Netherlands
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NAME: A. BAAN
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President, Member of
the Board of Management and the
Group Management Committee and
Chairman of the Consumer Electronics
Division
Citizenship: The Netherlands
NAME: A.H.A. VEENHOF
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Domestic Appliances and Personal
Care Division
Citizenship: The Netherlands
NAME: J.M. BARRELLA
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Medical Systems Division
Citizenship: The Netherlands
NAME: K. BULTHUIS
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Senior Managing
Director of Corporate Research
Citizenship: The Netherlands
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NAME: A. WESTERLAKEN
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Member of the Group Management
Committee; General Secretary; Chief
Legal Officer; Secretary to the
Board of Management
Citizenship: The Netherlands
NAME: N.J. BRUIJEL
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Member of the Group Management
Committee responsible for Corporate
Human Resources Management
Citizenship: The Netherlands
NAME: A.B. BOK
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Member of the Group Management
Committee; Chairman of the Business
Electronics Division
Citizenship: The Netherlands
NAME: J.P. OOSTERVELD
Business Address: Koninklijke Philips Electronics N.V.
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Member of the Group Management
Committee; Senior Director of
Corporate Strategy
Citizenship: The Netherlands
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