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. 15)*
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)
June 21, 1999
(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 1 of 40 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 2 of 40 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 732,441
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 1,726,688
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 732,441
WITH 10 SHARED DISPOSITIVE POWER
60,344,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,563,733
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4
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 3 of 40 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE HON. CHARLES R. BRONFMAN, individually, as a manager of a certain
general partner of CRB Associates, Limited Partnership, 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 104,922,869
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 1,750,688
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 524,101
WITH 10 SHARED DISPOSITIVE POWER
4,874,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,673,557
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7
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 4 of 40 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHYLLIS LAMBERT
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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0
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 5 of 40 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 141,741
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 240,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 141,741
WITH 10 SHARED DISPOSITIVE POWER
240,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
381,741
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
<PAGE>
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 40 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 2,639,840
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 240,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,639,840
WITH 10 SHARED DISPOSITIVE POWER
60,345,262
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,985,102
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5
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 7 of 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 240
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 240
WITH 10 SHARED DISPOSITIVE POWER
60,104,844
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,105,084
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9
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 40 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEPHEN R. BRONFMAN, 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 0
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 24,240
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
24,998,404
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,998,404
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8
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 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 24,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 24,000
WITH 10 SHARED DISPOSITIVE POWER
21,718,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,742,164
<PAGE>
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 10 of 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
60,104,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,104,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9
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 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
60,104,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,104,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9
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 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 12,000
WITH 10 SHARED DISPOSITIVE POWER
60,104,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,116,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9
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 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 24,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
24,998,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,998,164
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8
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 40 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT S. VINEBERG, 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 0
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 24,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
21,664,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,664,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
<PAGE>
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 15 of 40 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GARY J. GARTNER, as a manager of a certain general partner of CRB
Associates, Limited Partnership 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
Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 24,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
6,300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,300,000
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5
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 16 of 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 24,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
6,300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,300,000
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5
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 17 of 40 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JEFFREY D. SCHEINE, as a manager of a certain general partner of CRB
Associates, Limited Partnership 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 0
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 24,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
6,300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,300,000
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5
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 18 of 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
14,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,320,000
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4
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 19 of 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
14,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 20 of 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 302,760
WITH 10 SHARED DISPOSITIVE POWER
14,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,622,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4
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 21 of 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 1,486,332
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
1,420,004
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,486,332
<PAGE>
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 22 of 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 1,486,332
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
1,420,004
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,486,332
<PAGE>
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 23 of 40 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
BENEFICIAL- 8 SHARED VOTING POWER
LY OWNED
BY 1,486,332
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 10 SHARED DISPOSITIVE POWER
1,420,004
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,486,332
<PAGE>
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>
Page 24 of 40 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. ("Seagram"),
is hereby supplemented as follows:
Current Ownership. As of the date hereof, Bronfman
Associates, a New York general partnership ("BA"), owns 58,618,088 Shares or
approximately 13.6% 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 0.34% of the outstanding Shares.
The C. Bronfman Family Trust (the "C.BFT"), The Charles
Rosner Bronfman Family Trust (the "CRBFT"), The Charles Bronfman Trust II
(the "CBT II") and The Charles R. Bronfman Discretionary Trust (the "CRBDT"),
trusts for the benefit of Charles R. Bronfman and his descendants, own
directly 14,320,000 Shares, 20,364,000 Shares, 5,000,000 Shares and 302,760
Shares, or approximately 3.3%, 4.7%, 1.2% and 0.07% 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 the CBT II. Bruce I. Judelson is the trustee of the CRBDT.
CRB Associates, Limited Partnership, a Connecticut limited
partnership ("CRB Associates"), owns directly 1,300,000 Shares, or
approximately 0.3% of the outstanding Shares. The general partners of CRB
Associates are the CRBFT, which holds a 51.04% general partnership interest,
and Claridge Israel LLC ("Claridge Israel"), which holds a 48% general
partnership interest. Stephen R. Bronfman holds a 0.96% limited partnership
interest in CRB Associates. Charles R. Bronfman, Gary J. Gartner and Jeffrey
D. Scheine are the managers of Claridge Israel, and The Charles Bronfman
Trust (the "CBT") and The Charles R. Bronfman Trust (the "CRBT") are the
members of Claridge Israel. Neither the CBT nor the CRBT owns any Shares
directly. Gary J. Gartner, Steven H. Levin and Jeffrey D. Scheine are the
trustees of the CBT and of the CRBT, which are trusts for the benefit of
Charles R. Bronfman and his descendants.
<PAGE>
Page 25 of 40 Pages
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 1,320,000 Shares and 100,004
Shares, or approximately 0.31% and 0.02% of the outstanding Shares,
respectively. Stanley N. Bergman, Dr. Guido Goldman and Leonard M. Nelson
are the trustees of the de Gunzburg Trusts.
Edgar M. Bronfman, Charles R. Bronfman 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 0.76% of the
outstanding Shares. The Chastell Foundation, a charitable foundation the
members and directors of which include Charles R. Bronfman, Stephen R.
Bronfman, Ellen J. Bronfman Hauptman and Arnold M. Ludwick, owns 54,164
Shares or approximately 0.01% 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 0.06% of the outstanding Shares. The
Samuel and Saidye Bronfman Family Foundation, a charitable foundation the
directors of which include Matthew Bronfman and Stephen R. Bronfman, owns 240
Shares.
Edgar M. Bronfman owns directly 240 Shares, holds currently
exercisable options to acquire 732,201 Shares and serves as an executor of an
estate which owns 356 Shares; Charles R. Bronfman owns directly 1,000 Shares,
holds currently exercisable options to acquire 523,101 Shares and serves as
an executor of an estate which owns 356 Shares; Samuel Bronfman II owns
directly 240 Shares and holds currently exercisable options to acquire
141,501 Shares; Edgar Bronfman, Jr. owns directly 240 Shares, holds currently
exercisable options to acquire 2,639,600 Shares and, through an investment in
the Joseph E. Seagram & Sons, Inc. 401(k) Plan with a value of $20,312.62 as
of August 31, 1998, owns indirectly approximately 658 Shares; Matthew
Bronfman owns directly 240 Shares; Ellen J. Bronfman Hauptman owns directly
24,000 Shares and John L. Weinberg owns directly 12,000 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 by such person. In addition, the spouse of Edgar M.
Bronfman owns directly 1,840 Shares, and the spouse of Charles R. Bronfman
owns indirectly 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
<PAGE>
Page 26 of 40 Pages
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 103,122,768 Shares
owned directly or indirectly by the EMBT, the PBBT/EMBFT, the C.BFT, the
CRBFT, the CBT II, The Claridge Foundation and The Chastell Foundation and an
additional 1,276,000 Shares owned indirectly by the CRBFT, the CBT and the
CRBT through CRB Associates. 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 1,420,004 Shares owned
by the de Gunzburg Trusts, and 66,328 Shares owned by Jean de Gunzburg. See
Item 6 - "Voting Trust Agreements" of the Schedule 13D.
The Shares subject to the aforementioned voting trusts are
subject to a right-of-first-refusal agreement. See Item 6 - "Right of First
Refusal Agreements" of the Schedule 13D.
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, 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 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 432,479,724
Shares outstanding as of June 10, 1999, as adjusted to give effect to the
public offering by Seagram of 29,000,000 Shares consummated on June 21, 1999.
Recent Transactions.
On March 2, 1999, Robert S. Vineberg indirectly sold 53,200
Shares owned by him in a private sale to a third party at an average price
per Share of $45.70.
<PAGE>
Page 27 of 40 Pages
On May 4, 1999, the CRBFT transferred 160,000 Shares to
Columbus Capital Corporation ("Columbus"), a wholly owned subsidiary of the
CRBFT, in exchange for shares in Columbus. On May 5, 1999, Columbus donated
the 160,000 Shares to The CRB Foundation, a charitable foundation the members
and directors of which include Charles R. Bronfman, Stephen R. Bronfman and
Arnold M. Ludwick.
On May 10, 1999, Philotecton Canada Inc. ("Philotecton")
donated the 750,000 Shares owned directly by it to the Canadian Centre for
Architecture, a not-for-profit corporation. After giving effect to such
transaction, Phyllis Lambert, the sister of Edgar M. Bronfman, Charles R.
Bronfman and the late Minda de Gunzburg, no longer owned any Shares.
On May 19, 1999, Stephen R. Bronfman transferred 24,000
Shares owned directly by him to CRB Associates ("CRB Associates") in exchange
for a limited partnership interest in CRB Associates. On May 19, 1999, the
CRBFT transferred 1,276,000 Shares owned directly by it to CRB Associates in
exchange for a general partnership interest in CRB Associates.
On May 21, 1999, Charles R. Bronfman exercised employee
stock options for 1,000 Shares at an exercise price per Share of $23.6560.
On June 8, 1999, Claridge Israel contributed $65,925,000 to
CRB Associates in exchange for a 48% general partnership interest in CRB
Associates. On June 8, 1999, each of the CRBT and the CBT sold 600,000
Shares to CRB Associates in a private sale at a price per Share of $54.9375.
On June 9, 1999, the CRBFT contributed 2,000,000 Shares to
Esarbee Investments Limited ("Esarbee") in exchange for all of the shares of
Esarbee. On June 10, 1999, Esarbee contributed such 2,000,000 Shares to
3576981 Canada Inc. in exchange for all of the shares of 3576981 Canada Inc.
On June 15, 1999, Esarbee transferred all of its shares of 3576981 Canada
Inc. and, thus, indirectly all of the 2,000,000 Shares then owned by 3576981
Canada Inc.,to Seagram in exchange for 2,000,000 newly issued Shares. Seagram
was fully indemnified for its participation in the exchange and had its
expenses related to the exchange reimbursed.
On June 21, 1999, the C.BFT, CRB Associates, Esarbee, the
CRBT, the CBT, The Chastell Foundation and The CRB Foundation (the "Selling
Shareholders") closed on the sale of an aggregate of 8,000,000 Shares as part
of a public offering of Shares by Seagram and the Selling Shareholders in the
United States, Canada and internationally (the "Public Offering") at a price
per Share (excluding underwriting discounts) of $50.125, in the following
amounts:
<PAGE>
Page 28 of 40 Pages
Seller Number of Shares
The C. Bronfman Family Trust 2,000,000
CRB Associates, Limited Partnership 1,200,000
Esarbee Investments Limited 2,000,000
The Charles R. Bronfman Trust 1,100,000
The Charles Bronfman Trust 1,100,000
The Chastell Foundation 440,000
The CRB Foundation 160,000
After giving effect to such transactions, neither Esarbee nor the CRB
Foundation owned any Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as
follows:
The Selling Shareholders and certain of the entities
described herein have entered into "lock-up" agreements dated June 15, 1999
with the underwriters of the Public Offering. Pursuant to such agreements,
each of the Selling Shareholders and such entities has agreed not to dispose
of or hedge any of the Shares owned by it (other than the Shares offered in
the Public Offering) or securities convertible into or exchangeable for
Shares during the period beginning on June 15, 1999 and continuing through
September 13, 1999, except with the prior written consent of Goldman, Sachs &
Co., the Global Coordinator of the Public Offering. The form of lock-up
agreement is filed herewith and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
A. Form of Lock-up Agreement.
<PAGE>
Page 29 of 40 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: June 23, 1999
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, individually,
as a manager of a certain general partner
of CRB Associates, Limited Partnership, 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)
<PAGE>
Page 30 of 40 Pages
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)
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)
<PAGE>
Page 31 of 40 Pages
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
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to
Powers of Attorney previously filed
with the Securities and Exchange
Commission)
STEPHEN R. BRONFMAN, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman and
as 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)
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
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
<PAGE>
Page 32 of 40 Pages
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)
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)
<PAGE>
Page 33 of 40 Pages
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)
GARY J. GARTNER, as a manager of a certain
general partner of CRB Associates, Limited
Partnership and 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)
<PAGE>
Page 34 of 40 Pages
JEFFREY D. SCHEINE, as a manager of a
certain general partner of CRB Associates,
Limited Partnership and 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)
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)
<PAGE>
Page 35 of 40 Pages
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)
/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 36 of 40 Pages
EXHIBIT INDEX
Sequentially
Description of Exhibit Numbered Page
A. Form of Lock-up Agreement 37
<PAGE>
Page 37 of 40 Pages
EXHIBIT A
The Seagram Company Ltd.
Lock-Up Agreement
June 15, 1999
Goldman, Sachs & Co.
Bear, Stearns & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. Incorporated
Credit Suisse First Boston Corporation
PaineWebber Incorporated
Salomon Smith Barney Inc.
Blaylock & Partners L.P.
As representatives of the Several U.S. Underwriters
Goldman Sachs International
Bear, Stearns International
Merrill Lynch International
Morgan Stanley & Co. International Limited
As representatives of the Several International Underwriters
Goldman Sachs Canada
CIBC World Markets Inc.
RBC Dominion Securities Inc.
Nesbitt Burns Inc.
As representatives of the Canadian Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Re: The Seagram Company Ltd. - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that Goldman, Sachs & Co., Bear, Stearns
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated, Credit Suisse First Boston Corporation, PaineWebber
Incorporated, Salomon Smith Barney Inc. and Blaylock & Partners L.P., as
representatives (the "U.S. Representatives"), propose to enter into an
underwriting agreement (the "U.S. Underwriting Agreement") on behalf of the
several U.S. Underwriters named in Schedule I to such agreement
(collectively, the "U.S. Underwriters"), with The Seagram Company Ltd., a
<PAGE>
Page 38 of 40 Pages
Canadian corporation (the "Company") and certain of its shareholders (the
"Selling Shareholders"), providing for a public offering of the common shares
of the Company (the "Shares") pursuant to a Registration Statement on Form S-
3, filed with the Securities and Exchange Commission (the "SEC"), and that
Goldman Sachs International, Bear, Stearns International, Merrill Lynch
International and Morgan Stanley & Co. International Limited, acting as
representatives of the international syndicate (the "International
Representatives"), propose to enter into an underwriting agreement (the
"International Underwriting Agreement") on behalf of the several
International Underwriters named in Schedule I to such agreement
(collectively, the "International Underwriters") with the Company and the
Selling Shareholders, and that Goldman Sachs Canada, CIBC World Markets Inc.,
RBC Dominion Securities Inc. and Nesbitt Burns Inc., acting as
representatives (collectively, the "Canadian Representatives", and together
with the U.S. Representatives and the International Representatives, the
"Representatives") of the several Canadian Underwriters (together with the
U.S. Underwriters and the International Underwriters, the "Underwriters")
named in Schedule I to the agreement between the Canadian Underwriters and
the Company (the "Canadian Underwriting Agreement", and together with the
U.S. Underwriting Agreement and the International Underwriting Agreement, the
"Underwriting Agreement") propose to enter into the Canadian Underwriting
Agreement with the Company.
In consideration of the agreement by the Underwriters to offer and
sell the Shares, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that,
during the period beginning from the date of the final Prospectus covering
the public offering of the Shares and continuing to and including the date 90
days after the date of such final Prospectus, the undersigned will not offer,
sell, contract to sell, pledge, or otherwise dispose of any Shares of the
Company, or any securities convertible into, exchangeable for or that
represent the right to receive Shares of the Company, or any such
substantially similar securities, whether now owned or hereinafter acquired,
owned directly by the undersigned (including holding as a custodian)
(collectively the "Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is
designed to or which reasonably could be expected to lead to or result in a
sale or disposition of the Undersigned's Shares even if such Shares would be
disposed of by someone other than the undersigned. Such prohibited hedging
or other transactions would include without limitation any short sale or any
purchase, sale or grant of any right (including without limitation any put or
call option) with respect to any of the Undersigned's Shares or with respect
to any security that includes, relates to, or derives any significant part of
its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (I) to Bronfman Permitted Transferees or (II) to other
<PAGE>
Page 39 of 40 Pages
persons with the prior written consent of Goldman, Sachs & Co. on behalf of
the Underwriters; provided that such transferee shall have agreed with
Goldman, Sachs & Co., acting on behalf of the Underwriters, to be bound by
the terms of this Lock-Up Agreement for the balance of the lock-up period
remaining at the time of such transfer. "Bronfman Permitted Transferees"
means:
i) Edgar Miles Bronfman and his immediate family and
lineal descendants;
ii) the spouses of any one or more of the foregoing;
iii) any trust of which any one or more of such persons
is a beneficiary;
iv) a partnership in which one or more of the foregoing
entities owns a majority equity interest; and
v) any company directly or indirectly under the Control
of one or more of the foregoing.
Control means, in the case of a company or corporation, the
beneficial ownership of
(a) voting securities carrying not less than 50.1% of
the votes that may be cast at a meeting of
shareholders of the company (other than meetings of
a particular class); and
(b) securities carrying the right to receive not less
than 50.1% of the residual assets of a company upon
liquidation or dissolution, after provision for any
shares entitled to receive property of a fixed or
determinable value upon liquidation or dissolution
in priority to the right of any other class or
classes of shares.
"Immediate family" means any relationship by blood, marriage or
adoption, not more remote than first cousin.
Except as contemplated by clause (I) or (II) above, for the duration
of this Lock-Up Agreement the undersigned will have good and marketable title
to the Undersigned's Shares, free and clear of all liens, encumbrances, and
claims whatsoever, except for such liens, encumbrances and claims in respect
of the Undersigned's Shares as are in existence on the date hereof.
[The rest of this page intentionally left blank]
<PAGE>
Page 40 of 40 Pages
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Very truly yours,
-------------------------
-------------------------
Authorized Signature
-------------------------
Title
