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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 9, 1999
THE SEAGRAM COMPANY LTD.
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(Exact name of registrant as specified in its charter)
Canada 1-2275 None
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(514) 849-5271
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
The exhibits listed in the accompanying Exhibit Index relate to
Registration Statement (No. 333-62921) on Form S-3 of the registrant
and Joseph E. Seagram & Sons, Inc. and are filed herewith for
incorporation by reference in such Registration Statement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE SEAGRAM COMPANY LTD.
(Registrant)
Date: April 20, 1999
By: /s/ Daniel R. Paladino
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Daniel R. Paladino
Executive Vice President -- Legal and
Environmental Affairs
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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(99.1) Pricing Agreement dated April 9, 1999 among Joseph E. Seagram &
Sons, Inc. and Morgan Stanley & Co. Incorporated.
(99.2) Form of 5.79% Senior Note due 2001.
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EXHIBIT 99.1
Pricing Agreement
MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036
April 9, 1999
Ladies and Gentlemen:
JOSEPH E. SEAGRAM & SONS, INC., an Indiana corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement General Terms and Conditions attached hereto, to issue
and sell to you (the "Underwriter") the securities specified in Schedule I
hereto (the "Designated Securities"). The Designated Securities will be
guaranteed (the "Guarantees") as to payment of principal and interest, if any,
by THE SEAGRAM COMPANY LTD., a Canadian corporation (the "Guarantor"). Each of
the provisions of the Underwriting Agreement General Terms and Conditions is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement General Terms and Conditions so incorporated by
reference shall be deemed to refer to you. Terms defined in the Underwriting
Agreement General Terms and Conditions are used herein as therein defined.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement General Terms and Conditions incorporated herein by
reference, the Company agrees to issue and sell to the Underwriter, and the
Underwriter agrees to purchase from the Company, at the time and place and at
the purchase price to the Underwriter set forth in Schedule I hereto, all of the
Designated Securities set forth in Schedule I hereto, less the principal amount
of Designated Securities covered by Delayed Delivery Contracts, if any, as may
be specified in such Schedule I.
This Agreement may be executed by either of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement General Terms and Conditions incorporated herein by reference, shall
constitute a binding agreement between the Underwriter and the Company.
Very truly yours,
JOSEPH E. SEAGRAM & SONS, INC.
By: /s/ John R. Preston
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Name: John R. Preston
Title: Vice President and Treasurer
Accepted as of the date hereof:
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Gerard Pasciucco
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Name: Gerard Pasciucco
Title: Managing Director
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SCHEDULE I
Title of Designated Securities:
5.79% Senior Notes due 2001
Aggregate Principal Amount of Designated Securities:
$250,000,000
Form and Denominations:
Global Securities registered in the name of The Depository Trust Company
or its nominee.
Price to Public:
The Notes will be offered at the market.
Purchase Price by Underwriter:
99.80% of the principal amount of the Notes, plus accrued interest from
April 14, 1999, if any.
Specified Method and Funds for Payment of Purchase Price:
By wire transfer in immediately available funds.
Indenture:
Indenture, dated as of September 15, 1991, among the Company, the
Guarantor and The Bank of New York, as Trustee.
Time of Delivery:
9:30 a.m., New York City time, on April 14, 1999.
Closing Location:
Sullivan & Cromwell, 375 Park Avenue, New York, New York 10152-0800.
Address of Underwriter for Notices, etc.:
1585 Broadway
New York, New York 10036
Depositary:
The Depository Trust Company
Securities Exchange:
None.
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Delayed Delivery:
None
Maturity:
April 15, 2001
Interest Rate:
5.79%
Interest Payment Dates:
April 15 and October 15
Redemption Provisions:
The Notes will not be redeemable prior to maturity.
Sinking Fund Provisions:
No sinking fund provisions
Guarantees:
The Designated Securities shall be guaranteed as to payment of principal
and interest by The Seagram Company Ltd.
Defeasance:
The provisions of Section 1008 of the Indenture relating to defeasance
shall apply to the Designated Securities.
Other Terms:
The provisions of Section 1006 of the Indenture relating to the negative
pledge shall apply to the Designated Securities.
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Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined herein) or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
REGISTERED REGISTERED
NUMBER
R-1
JOSEPH E. SEAGRAM & SONS, INC.
5.79% SENIOR NOTE DUE 2001
GUARANTEED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY
THE SEAGRAM COMPANY LTD.
JOSEPH E. SEAGRAM & SONS,
INC., a corporation duly CUSIP 811845AY2
organized and existing under
the laws of Indiana (herein SEE REVERSE FOR CERTAIN DEFINITIONS
called the "Company", which
term includes any successor
corporation under the
Indenture hereinafter referred
to), for value received,
hereby promises to pay to
5.79% CEDE & CO. 5.79%
DUE 2001 DUE 2001
, or registered assigns,
the principal sum of
on April 15, 2001, and to pay interest thereon from April 14, 1999 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on April 15 and October 15 of each year, commencing
October 15, 1999, at the rate of 5.79% per annum until the principal hereof is
paid or duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the April 1 or October 1 preceding such
Interest Payment Date or, in the event that such date is not a Business Day, the
next succeeding day which is a Business Day. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the registered
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date to be fixed by the Trustee for the
payment of such Defaulted Interest, notice whereof shall be given to Holders of
Notes not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be made at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the
Company interest may be paid by check drawn on a bank in the Borough of
Manhattan, The City of New York, New York, mailed to the address of the person
entitled thereto as such address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, neither this Note
nor the Guarantee endorsed hereon shall be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
Dated: April 14, 1999 JOSEPH E. SEAGRAM & SONS, INC.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated in, and issued
under, the Indenture described herein.
THE BANK OF NEW YORK, as Trustee
Attest:
By
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Assistant Secretary
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Authorized Signatory
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Vice President and Treasurer
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JOSEPH E. SEAGRAM & SONS, INC.
5.79% SENIOR NOTE DUE 2001
GUARANTEED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY
THE SEAGRAM COMPANY LTD.
This Note is one of a duly authorized issue of Notes of the Company
designated as its 5.79% Senior Notes due 2001(herein called the "Notes") limited
(except as provided in the Indenture) in aggregate principal amount to
$200,000,000 issued and to be issued under an Indenture, dated as of September
15, 1991 (herein called the "Indenture"), among the Company, as issuer, The
Seagram Company Ltd., as guarantor (herein called the "Guarantor"), and The Bank
of New York, as trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantor, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered.
This Note is a global Security within the meaning of the Indenture and is
registered in the name of a Depositary or a nominee of a Depositary. This global
Security is exchangeable for Notes registered in the name of a Person other than
the Depositary or its nominee only in the limited circumstances described in the
Indenture and as may be set forth on the face hereof, and no transfer of this
Note (other than a transfer of this Note as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary) may be registered except in such limited
circumstances.
The Notes are not redeemable prior to maturity.
If an Event of Default shall occur and be continuing, the principal of all
the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Guarantor is subject to the provisions of the Indenture relating to a
negative pledge.
The Notes are subject to the provisions of the Indenture relating to
defeasance of certain obligations.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Notes under the
Indenture at any time by the Company, the Guarantor and the Trustee with the
consent of the Holders of more than 50% in aggregate principal amount of the
Outstanding Securities of each series of Securities then Outstanding affected
thereby. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes at the time
Outstanding, on behalf of the Holders of all the Notes, to waive compliance by
the Company or the Guarantor or both with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the right of the Holder of this Note, which
is absolute and unconditional, to receive payment of the principal of and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
Prior to due presentment for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the
Trustee may treat the person in whose name this Note is registered as the owner
hereof for all purposes, except as otherwise set forth in the Indenture, whether
or not this Note be overdue and neither the Company, the Guarantor, the Trustee
nor any such agent shall be affected by notice to the contrary.
This Note has not been and will not be qualified for sale under the
securities laws of Canada or any province or territory thereof. Accordingly,
neither this Note nor any interest herein may be offered or sold, directly or
indirectly, in Canada or to residents of Canada in contravention of the
securities laws of Canada or any province or territory thereof.
The Indenture, the Notes and the Guarantees endorsed thereon shall be
governed by and construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
GUARANTEE
For value received, THE SEAGRAM COMPANY LTD., a company organized under
the laws of Canada (herein called the "Guarantor", which term includes any
successor corporation under the Indenture referred to in the Note upon which
this Guarantee is endorsed), hereby unconditionally guarantees to the Holder of
the Note upon which this Guarantee is endorsed, and to the Trustee on behalf of
such Holder, the due and punctual payment of the principal of and interest
(including any additional amounts payable in accordance with the terms of such
Note and the Indenture) on such Note, whether at the Stated Maturity or by
declaration of acceleration or otherwise, according to the terms of such Note
and of the Indenture. In case of the failure of the Company punctually to make
any such payment of principal or interest, the Guarantor hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable, whether at the Stated Maturity or by declaration of acceleration or
otherwise, and as if such payment were made by the Company.
The Guarantor shall make all payments in respect of principal of and
interest (including interest on amounts in default) on the Notes pursuant to
this Guarantee without deduction or withholding for or on account of any present
or future taxes, duties, assessments or governmental charges of whatever nature
imposed or levied upon or as a result of such payments by or on behalf of any
Canadian Taxing Authority, unless deduction or withholding of such taxes,
duties, assessments or governmental charges is required.
If the Guarantor is required to withhold or deduct any amounts from the
principal of or interest (including interest on amounts in default) on the Notes
on account of any taxes, duties, assessments or governmental charges mentioned
in the preceding paragraph, the Guarantor shall pay such additional amounts as
may be necessary in order that every net payment of the principal of and
interest (including interest on amounts in default) on the Notes, after such
withholding or deduction, shall not be less than the amount provided for in the
Notes to be then due and payable; except that no such additional amounts shall
be payable in respect of any Note to any Holder:
(a) who is subject to such taxes, duties, assessments or governmental
charges in respect of such Note by reason of his being connected with Canada
otherwise than merely by the holding or ownership of such Note, or
(b) who is not dealing at arm's length with the Guarantor (within the
meaning of the Income Tax Act (Canada) as reenacted or amended from time to
time), or
(c) with respect to any estate inheritance, gift, sales, transfer,
personal property or any other similar tax, duty, assessment or governmental
charge, or
(d) with respect to any tax, duty, assessment or governmental charge
payable otherwise than by withholding payments in respect of such Notes, or
(e) with respect to any combination of the above.
Wherever in this Guarantee or the Indenture there is mention, in any
context, of payment of principal and/or interest (including interest on amounts
in default) of, on or in respect of the Notes or any Note by virtue of the
Guarantee or Guarantees thereof, such mention shall be deemed to include mention
of the payment of any additional amounts to the extent that, in such context,
such additional amounts are, were or would be payable pursuant to the provisions
of the preceding paragraph.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
such Note or the Indenture, the absence of any action to enforce the same, any
waiver or consent by the Holder of such Note or by the Trustee with respect to
any provisions thereof or of the Indenture, the obtaining of any judgment
against the Company or any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives the benefits of division and discussion,
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to such
Note or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in such Note and in this Guarantee.
The Holder of the Note upon which this Guarantee is endorsed is entitled
to the further benefits relating hereto set forth in the Indenture. No reference
herein to the Indenture and no provision of this Guarantee or of the Indenture
shall alter or impair the guarantee of the Guarantor, which is absolute and
unconditional, of the due and punctual payment of the principal of and interest
(including any additional amounts referred to above) on the Note upon which this
Guarantee is endorsed.
This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Guarantee which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Guarantee is endorsed
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized signatories.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed.
THE SEAGRAM COMPANY LTD.
Attest:
By
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Secretary
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Vice President and Treasurer
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations
TEN COM -- as tenants in common
UNIF GIFT MIN ACT --_______________Custodian______________
(Cust) (Minor)
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right
Under Uniform Gifts to Minors Act of survivorship and not as
______________________ _________
tenants in common (State)
Additional abbreviations may also be used though not in the above list
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ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
the within Note of JOSEPH E. SEAGRAM & SONS, INC. and does hereby irrevocably
constitute and appoint
______________________________________________________________________ attorney
to transfer the said Note on the books of the within-named Company, with full
power of substitution in the premises.
Dated __________________________________________________________________________
Signature(s) Guaranteed:
________________________________________________________________________________
________________________________________________________________________________
The signature(s) to this assignment must correspond with the name(s) as written
upon the face of the Note in every particular without alteration or enlargement
or any change whatever. The signature(s) should be guaranteed by a commercial
bank or trust company or by a New York Stock Exchange member or firm whose
signature is known to the registrar.
