<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1998
COMMISSION FILE NUMBER 1-2275
THE SEAGRAM COMPANY LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Canada None
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9
- ------------------------------------------ -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (514) 849-5271
-------------------
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended June 30, 1998 (the "Form 10-K") as set forth below and in the
pages attached hereto:
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
Item 14 is hereby amended and supplemented pursuant to Rule
15d-21 under the Securities Exchange Act of 1934, as
amended, to include as Exhibits 99(a), 99(b), 99(c), 99(d)
and 99(e) to the Form 10-K the attached Forms 11-K with
respect to the Retirement Savings and Investment Plan for
Employees of Joseph E. Seagram & Sons, Inc. and Affiliates,
the Retirement Savings and Investment Plan for Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates - Universal
Employees, the Retirement and Investment Plan for Employees
of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI
Employees, the Retirement Savings and Investment Plan for
Employees of Joseph E. Seagram & Sons, Inc. and Affiliates
- Spencer Employees and the Retirement Savings and
Investment Plan for Union Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates, respectively.
<PAGE> 2
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE SEAGRAM COMPANY LTD.
By /s/ Daniel R. Paladino
----------------------------------------------
Daniel R. Paladino
Executive Vice President, Legal and
Environmental Affairs
Date: July 13, 1999
<PAGE> 1
EXHIBIT 99(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NUMBER 1-2275
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
THE SEAGRAM COMPANY LTD.
1430 Peel Street
Montreal, Quebec, Canada, H3A 1S9
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE> 2
2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4 The Retirement Savings and Investment Plan for Employees of Joseph E.
Seagram & Sons, Inc. and Affiliates (the "Plan") is subject to the
requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Attached hereto are the financial statements of the
Plan for the fiscal year ended December 31, 1998 prepared in accordance
with the financial reporting requirements of ERISA.
EXHIBITS
1. Financial statements of the Plan for the fiscal year ended December 31,
1998 prepared in accordance with the financial reporting requirements
of ERISA.
2. Consent of Gutierrez & Co., independent accountants.
<PAGE> 3
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
By /s/ John Borgia
------------------------------------
John Borgia
Member of Investment Committee
Date: July 13, 1999
<PAGE> 4
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
<PAGE> 5
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH
E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for
Benefits 2
Statements of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4
</TABLE>
<PAGE> 6
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH
E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of the
Retirement Savings and Investment Plan for
Employees of Joseph E. Seagram & Sons, Inc.
and Affiliates
We have audited the accompanying statements of net assets available for
benefits of the Retirement Savings and Investment Plan for Employees of Joseph
E. Seagram & Sons, Inc. and Affiliates (the "Plan") as of December 31, 1998 and
1997, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan at December 31, 1998 and 1997, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
/s/ Gutierrez & Co.
Flushing, New York
July 9, 1999
<PAGE> 7
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
December 31,
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Net assets held in trust by Bank of New York ( Note 11 ) $171,411,447 $233,648,433
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $171,411,447 $233,648,433
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 8
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1998 1997
----------- -----------
<S> <C> <C>
CONTRIBUTIONS
Participating Employees $ 14,134,387 $ 16,179,744
Participating Companies 2,309,726 3,051,881
----------- -----------
16,444,113 19,231,625
----------- -----------
INVESTMENT INCOME ON ASSETS HELD BY
BANK OF NEW YORK
Net appreciation in fair value of investments 17,280,000 25,269,817
Dividends and interest 8,073,946 4,275,578
Administrative expenses ( 255,747) ( 223,052)
PARTICIPANT WITHDRAWALS ( 14,548,662) ( 14,005,074)
----------- -----------
INCREASE IN PLAN EQUITY 26,993,650 34,548,894
TRANSFER OF ASSETS OF TROPICANA ( 89,230,636)
PLAN EQUITY AT BEGINNING OF YEAR 233,648,433 199,099,539
----------- -----------
PLAN EQUITY AT END OF YEAR $171,411,447 $233,648,433
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 9
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of the Retirement Savings and Investment Plan for Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") conform with
generally accepted accounting principles. The more significant accounting
policies are:
Basis of Accounting
The accompanying financial statements of the Plan are maintained on the
accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
Investment Valuation
Effective January 1, 1997, the assets are held in trust by Bank of New
York (Trustee) in the Joseph E. Seagram & Sons, Inc. Master Trust (Master
Trust), which also includes assets of the 401(k) plans of the company's
affiliates, Universal Studios, Inc., Universal Music and Video
Distribution, Inc. and Spencer Gifts, Inc.. The related investment income
and appreciation in fair value represents allocations to the Plan based
upon the ratio of the Plan's assets to total Master Trust Assets.
Investment securities are recorded and valued as follows:
United States government obligations at fair value based on the current
market yields; temporary investments in short-term investment funds at
cost which in the normal course approximates market value; securities
representing units of other funds at net asset value; The Seagram Company
Ltd. common shares and The Coca-Cola Company common stock at the closing
price reported on the composite tape of the New York Stock Exchange on
the valuation date.
Security Transactions
Security transactions are accounted for on a trade date basis with the
average cost basis used for determining the cost of investments sold.
Interest income is recorded on an accrual basis. Income on securities
purchased under agreements to resell is accounted for at the repurchase
rate. Changes in discount on coupons detached from United States Treasury
Bonds are reflected as unrealized appreciation.
4
<PAGE> 10
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan established as of August 1, 1985
by Joseph E. Seagram & Sons, Inc. (the "Company") and is subject to the
applicable provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
The Plan covers employees of the Company and certain of its United States
subsidiaries (collectively, the "Participating Companies") whose annual
base salary or regular wages, (excluding overtime, bonuses, commissions
or other special or contingent payments) exceeds $15,186 as of December
31, 1997 (increased on the last day of each year by 4%) and who are
either (i) salaried employees, or (ii) hourly employees not employed in a
classification designated by the Participating Companies from time to
time, excluding various categories of employees specified in the Plan
including, but not limited to, persons represented by a collective
bargaining agent, persons employed on a special basis, and persons
employed by an operating unit of the Participating Companies to which the
Plan has not been extended.
The Plan provides benefits to participants based upon amounts voluntarily
contributed to a participant's account by the participant and, amounts
contributed under certain circumstances, by the Participating Companies
(see Note 4). Under the Plan, a participant is not provided with any
fixed benefit. The ultimate benefit to be received by the participant
depends on the amounts contributed, the investment results and other
adjustments, and the participant's vested interest at termination of
employment (see Note 5).
With respect to each participant, contributions are allocated among four
accounts specified in the Plan: pre-tax account, company match account,
after-tax account and rollover account (the "Accounts"). Such
contributions are invested as designated by the participants in one or
more of the investment funds referred to in Note 3, and are accumulated
and invested in the Master Trust. Plan assets are solely available for
the benefit of and used to satisfy the liabilities incurred on behalf of
employees covered by the Plan. The Plan is administered by the Company
through an Administrative Committee appointed by the Board of Directors
of the Company.
Effective November 1, 1987, the Thrift Plan for the Employees of the Wine
Spectrum Companies (the "Wine Spectrum Plan") was merged with the Plan.
The eligible employees of the Wine Spectrum Plan became members of the
Plan. As a result of the merger, the Plan retains the Coca-Cola Company
Stock held by the Wine Spectrum Plan; however, no election may be made to
transfer any funds into the Coca-Cola Company Stock Fund.
5
<PAGE> 11
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT PROGRAM
During the year ended December 31, 1997, the Plan was comprised of seven
investment funds: (i) the Money Market Fund investing primarily in the
State Street Yield Enhanced STIF Fund (which replaced the State Street
STIF Unitized Fund on October 4, 1997) managed by State Street Bank and
Trust Company; (ii) the Stable Income Fund investing in the La Salle
Income Plus Fund managed by LaSalle National Trust, N.A.; (iii) the Bond
Fund investing in Pimco Total Return Fund (which replaced the Putnam
Income Fund, Class A Shares on June 1, 1998) managed by PIMCO; (iv) the
S&P 500 Index Fund investing in the S&P 500 Flagship Fund, Series C,
managed by State Street Bank and Trust Company; (v) the Managed Equity
Fund investing in Lazard Equity Portfolio managed by Lazard Freres Asset
Management; (vi) the Growth Equity Fund investing in Brandywine Fund,
Inc. managed by Friess Associates; (vii) the Seagram Stock Fund investing
primarily in The Seagram Company Ltd. common shares. Effective June 1,
1998, two new investment funds were added as follows: (viii) the Dreyfus
Small Company Value Fund investing in the Dreyfus Small Company Value
Fund managed by Dreyfus and (ix) the MSDW International Fund investing in
MSDW International Equity Fund managed by Morgan Stanley. The investments
are administered by the Investment Committee appointed by the Board of
Directors of the Company.
4. CONTRIBUTIONS
Non-highly compensated employees, as defined by the Plan, may elect to
contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax
Contributions) and/or to their after-tax accounts on an after-tax basis
("After-Tax Contributions") through payroll deductions of 1% to 17% (in
the aggregate) of their annual salary (as defined in the Plan), in
multiples of 1%, in any combination. Highly-compensated employees, as
defined by the Plan, may elect to contribute from 1% to 10% of their
annual salary on a pre-tax basis and from 1% to 17% of their annual
salary on an after-tax basis; provided, the aggregate percentage of the
contributions does not exceed 17% of their annual salary. Pre-tax
Contributions and After-Tax Contributions are subject to limitations
imposed by federal laws for qualified retirement plans.
The Plan provides for mandatory matching contributions by the
Participating Companies payable to the participants' company match
accounts. The Participating Companies, except as herein noted, contribute
on behalf of the participants 25% of the participants' Pre-Tax
Contributions not exceeding 6% of their Pre-Tax Contributions. The
maximum Participating Company matching contribution is $1,125 a year.
Tropicana Products, Inc., an affiliate of the Company, contributes,
without a cap, to the company match
6
<PAGE> 12
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
account on behalf of the participants who are employed by Tropicana
Products, Inc., 50% of such participants aggregate Pre-tax and After-Tax
Contributions not exceeding 6% of their combined Contributions. The
Participating Companies matching contributions are subject to limitations
imposed by federal laws for qualified retirement plans.
The Plan will accept into participants' rollover accounts cash received
by participants from a qualified plan within the time prescribed by
applicable law ("Rollover Contributions").
4. CONTRIBUTIONS (Continued)
The Participating Companies may make discretionary contributions, in an
amount to be determined by the Participating Companies. The Participating
Companies have not made discretionary contributions since the inception
of the Plan.
5. VESTING
A participant in the Plan always has a fully vested interest in the value
of his or her contributions and rollover accounts. He or she has a
non-forfeitable right to the value of his or her company match account
upon the attainment of age 60, disability (as defined in the Plan ) or
death. Upon termination of employment for any other reason, a participant
vests in the funds held in his or her company match account in accordance
with the following vesting schedule:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
Less than 1 0%
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
5 or more 100%
</TABLE>
Upon termination of employment for reasons other than the attainment of
age 60, disability or death of a participant who was not fully vested in
the funds held in his or her company match account, the nonvested funds
of the participant's company match account shall be forfeited. Any amount
forfeited shall be applied to reduce the Participating Companies'
contributions in accordance with the terms of the Plan. Any amount
forfeited shall be restored if the participant is re-employed by a
Participating Company before incurring a five year break in service and
if the participant repays to the Plan (within five years after his or her
reemployment commencement date) an amount in cash equal to the full
amount distributed
7
<PAGE> 13
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
to him or her from the Plan on account of termination of employment,
excluding amounts from the after-tax and rollover accounts at the
participant's election. The Participating Companies used $109,585 in
forfeitures to offset their contributions during the year ended December
31, 1998.
6. DISTRIBUTIONS
Upon termination of employment, after the attainment of age 60 or for
reason of disability or death, the participant or his or her beneficiary
shall receive the value of his or her Accounts. However, if the
termination of employment is for reasons other than the attainment of age
60, disability or death, the participant shall receive only the value of
the vested funds in his or her Accounts (See Note 5).
6. DISTRIBUTIONS (Continued)
In accordance with the procedures established by the Administrative
Committee and the terms of the Plan, a terminated employee may elect to
defer final distribution from the Plan. Upon such election, the amount in
the participant's vested interest in the Plan is entitled to continue to
receive investment income and is held by the Trustee until the date of
distribution as elected by the Participant.
Prior to termination of employment, the participant may withdraw amounts
from the participant's Accounts in accordance with the provisions of the
Plan.
7. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50% of
the value of the vested portion of the participant's Accounts. The
minimum loan amount is $1,000. The maximum repayment terms are 5 years
for general purpose loans and 25 years for principal residence loans.
Applications for loans must be approved by the Administrative Committee.
The amounts borrowed are transferred from the investment funds in which
the participant's Accounts are currently invested. Repayments and
interest thereon are credited to the participant's current investment
funds through payroll deductions made each pay period. The interest rate
for loans is based on the prime rate on the first business day of the
month in which the loan is made plus one percentage point.
8. TAX STATUS OF PLAN
The Internal Revenue Service has ruled by a letter dated August 14, 1995
that the Plan is qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended. The Plan has been subsequently
8
<PAGE> 14
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
amended and a request (dated March 16, 1998) to the Internal Revenue
Service for a favorable determination with respect to the Plan's
continued qualification in light of such amendments is currently pending.
So long as the Plan continues to be so qualified, it is not subject to
Federal income taxes.
Participants are not currently subject to income tax on the Participating
Companies' contributions to the Plan or on income earned by the Plan.
Benefits distributed to participants or to their beneficiaries may be
taxable to them. The tax treatment of the value of such benefits depends
on the event giving rise to the distribution and the method of
distribution selected.
9. RELATED PARTY TRANSACTIONS
Some of the Plan expenses including trustee, custodial, and some
recordkeeping fees, are paid by the Company, and personnel and facilities
of the Company are used by the Plan at no charge.
10. TERMINATION OF THE PLAN
The Board of Directors of the Company may terminate the Plan at any time.
In the case of termination, the rights of participants to their accounts
shall be vested as of the date of termination.
11. ASSETS HELD IN TRUST
The assets of the Plan are invested in the Master Trust held by the
Trustee where the assets of other related employee benefit plans of
affiliates are invested on a commingled basis.
The Master Trust net assets consist of the following classification of
assets and liabilities as of December 31, 1998 and 1997.
<TABLE>
<CAPTION>
1998 1997
-------------- -------------
<S> <C> <C>
Assets
------
Investments held in trust at fair valued determined by
quoted market prices:
Money Market Fund
State Street Yield Enhanced STIF Fund $ 27,162,114 $ 24,089,219
Stable Income Fund
The LaSalle Income Plus Fund 14,338,837 34,562,612
</TABLE>
9
<PAGE> 15
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<S> <C> <C>
Bond Fund
PIMCO Total Return Fund, Class A Shares 31,114,802
Putnam Income Fund, Class A Shares 27,015,278
S&P 500 Index Fund
State Street S&P 500 Flagship Fund Series C 129,652,061 133,217,637
Managed Equity Fund
Lazard Equity Portfolio Fund 29,014,228 30,054,896
Growth Equity Fund
Brandywine Fund Inc. Common Shares 25,271,841 58,963,046
Seagram Stock Fund
The Seagram Company Ltd. Common Shares 15,666,526 15,210,786
Collective Short Term Investment Fund 468,709 523,383
The Coca-Cola Company Stock Fund
The Coca-Cola Company Common Stock 3,941,074 3,922,692
Collective Short Term Investment Fund 97,496 103,633
Dreyfus Small Company Value Fund
Dreyfus Small Company Value Fund 2,314,513
MSDW International Equity Fund
MSDW International Equity Fund 1,912,494
Loans to Participants 7,253,248 10,426,983
------------- -------------
Total Investments 288,207,943 338,090,165
------------- -------------
</TABLE>
11. ASSETS HELD IN TRUST ( Continued )
<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
Receivables
Accrued interest and dividends $ 187,437 $ 300,821
Contributions receivable 640,375
Proceeds from securities sold 2,907,827 5,274,926
------------- -------------
Total Receivables 3,735,639 5,575,747
------------- -------------
Total assets 291,943,582 343,665,912
------------- -------------
Liabilities
Accounts payable for securities purchased 3,537,298 4,865,553
</TABLE>
10
<PAGE> 16
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<S> <C> <C>
Administrative expenses 3,460 8,834
Benefit payments - 519,622
------------- -------------
Total liabilities 3,540,758 5,394,009
------------- -------------
Net Assets $288,402,824 $338,271,903
============= =============
</TABLE>
As of December 31, 1998 and 1997, the equitable share of the Retirement
Savings & Investment Plan for Employees of the Joseph E. Seagram & Sons,
Inc. and Affiliates in the Master Trust is 59.44% and 69.10%
respectively.
As of December 31, 1998 and 1997, the net assets of the Master Trust
available to the Plan for benefits in the individual investment funds
were as follows:
<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
Money Market Fund $ 13,039,898 $ 11,471,985
Stable Income Fund 9,330,566 31,027,495
Bond Fund 17,862,897 15,400,892
S & P 500 Index Fund 71,521,822 74,878,658
Managed Equity Fund 18,374,810 23,293,060
Growth Equity Fund 16,464,624 50,642,884
Seagram Stock Fund 13,088,349 14,403,216
The Coca-Cola Company Stock Fund 4,033,191 4,025,633
Dreyfus Small Company Value Fund 1,612,644
MSDW International Equity Fund 1,432,115
Loan accounts 4,650,531 8,504,610
------------- -------------
Total $171,411,447 $233,648,433
============= =============
</TABLE>
12. INVESTMENT INCOME FROM MASTER TRUST
The appreciation in fair value and other income is as follows:
Investments held in trust at fair value determined by quoted market
prices:
12
<PAGE> 17
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
<TABLE>
December 31,
1998 1997
------------- -------------
<S> <C> <C>
Bond Fund $ 71,250 $ 436,843
S & P Index Fund 18,046,122 35,154,443
Managed Equity Fund 2,516,946 4,172,355
Growth Equity Fund ( 4,328,696) 5,076,157
Seagram Stock Fund 2,179,477 ( 2,917,700)
Dreyfus Small Company Value Fund ( 173,393)
MSDW International Equity Fund ( 1,048,650)
The Coca-Cola Company Stock Fund 16,944 1,104,840
------------- -------------
Investment gains (net of investment losses) 17,280,000 43,026,938
------------- -------------
Interest and dividends 8,073,946 5,883,585
------------- -------------
Investment Income $ 25,353,946 $ 48,910,523
============= =============
</TABLE>
13. TRANSFER OF TROPICANA PRODUCTS, INC. ASSETS
In connection with the sale of Tropicana Products, Inc. ("Tropicana") to
PepsiCo, Inc., Tropicana established a separate plan and trust. Assets
and liabilities of the Plan attributable to Accounts of employees (and
former employees) of Tropicana and its subsidiaries presently held in the
Master Trust amounting to $89,230,636 were transferred to a new trust on
August 26, 1998. The amounts transferred from the individual investment
funds of the Plan to the new trust are set forth below:
<TABLE>
<S> <C>
Money Market Fund $ 1,380,633
Stable Income Fund 25,352,478
Bond Fund 3,030,215
S&P 500 Index Fund 23,654,393
Managed Equity Fund 7,691,370
Growth Equity Fund 19,879,943
Seagram Stock Fund 3,670,289
Dreyfus Small Company Value Fund 466,272
MSDW International Equity Fund 240,980
Loan Fund 3,864,063
-------------
Total $ 89,230,636
=============
</TABLE>
12
<PAGE> 18
5
The Seagram Company Ltd.
The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates
We hereby consent to the incorporation by reference in Registration
Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which
appears in your Annual Report on Form 11-K of the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates
for the fiscal year ended December 31, 1998.
/s/ Gutierrez & Co.
Flushing, New York
July 12, 1999
<PAGE> 1
EXHIBIT 99(b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NUMBER 1-2275
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES - UNIVERSAL EMPLOYEES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
THE SEAGRAM COMPANY LTD.
1430 Peel Street
Montreal, Quebec, Canada, H3A 1S9
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE> 2
2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4 The Retirement Savings and Investment Plan for Employees of Joseph E.
Seagram & Sons, Inc. and Affiliates Universal Employees (the "Universal
Plan") is subject to the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). Attached hereto are the
financial statements of the Universal Plan for the fiscal year ended
December 31, 1998 prepared in accordance with the financial reporting
requirements of ERISA.
EXHIBITS
1. Financial statements of the Universal Plan for the fiscal year ended
December 31, 1998 prepared in accordance with the financial reporting
requirements of ERISA.
2. Consent of Gutierrez & Co., independent accountants.
<PAGE> 3
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES - UNIVERSAL EMPLOYEES
By /s/ John Borgia
---------------------------------------
John Borgia
Member of Investment Committee
Date: July 13, 1999
<PAGE> 4
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES - UNIVERSAL EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE> 5
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of the
Retirement Savings and Investment Plan for
Employees of Joseph E. Seagram & Sons, Inc.
and Affiliates - Universal Employees
We have audited the accompanying statement of net assets available for
benefits of the Retirement Savings and Investment Plan for Employees of Joseph
E. Seagram & Sons, Inc. and Affiliates - Universal Employees (the "Plan") as of
December 31, 1998, and the related statement of changes in net assets available
for benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan at December 31, 1998, and the changes in net assets available for benefits
for the year then ended in conformity with generally accepted accounting
principles.
/s/ Gutierrez & Co.
Flushing, New York
July 9, 1999
<PAGE> 7
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998
<TABLE>
<S> <C>
Net assets held in trust by Bank of New York ( Note 11 ) $107,133,463
------------
NET ASSETS AVAILABLE FOR BENEFITS $107,133,463
============
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 8
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
CONTRIBUTIONS
<S> <C>
Participating Employees $ 16,661,919
Participating Companies 3,289,118
-------------
19,951,037
-------------
INVESTMENT INCOME ON ASSETS HELD BY
BANK OF NEW YORK
Net appreciation in fair value of investments 9,719,156
Interest and dividends ( 199,631)
PARTICIPANT WITHDRAWALS ( 19,711,473)
-------------
INCREASE IN PLAN EQUITY 9,759,089
PLAN EQUITY AT BEGINNING OF YEAR 97,374,374
-------------
PLAN EQUITY AT END OF YEAR $ 107,133,463
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 9
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of the Retirement Savings and Investment Plan for Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees (the
"Plan") conform with generally accepted accounting principles. The more
significant accounting policies are:
Basis of Accounting
The accompanying financial statements of the Plan are maintained on the
accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
Investment Valuation
The assets are held in trust by Bank of New York (Trustee) in the Joseph E.
Seagram & Sons, Inc. Master Trust (Master Trust), which also includes assets
of the 401(k) plans of the company's affiliates, Universal Music and Video
Distribution, Inc. and Spencer Gifts, Inc. The related investment income and
appreciation in fair value represents allocations to the Plan based upon the
ratio of the Plan's assets to total Master Trust Assets.
Investment securities are recorded and valued as follows:
United States government obligations at fair value based on the current
market yields; temporary investments in short-term investment funds at cost
which in the normal course approximates market value; securities
representing units of other funds at net asset value; The Seagram Company
Ltd. common shares and The Coca-Cola Company common stock at the closing
price reported on the composite tape of the New York Stock Exchange on the
valuation date.
Security Transactions
Security transactions are accounted for on a trade date basis with the
average cost basis used for
4
<PAGE> 10
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
determining the cost of investments sold. Interest income is recorded on an
accrual basis. Income on securities purchased under agreements to resell is
accounted for at the repurchase rate. Changes in discount on coupons
detached from United States Treasury Bonds are reflected as unrealized
appreciation.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan originally established as the MCA,
Inc. Employee Savings Plan ("MCA Plan") and is subject to the applicable
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
Effective January 1, 1997, the MCA Plan was amended and continued in the
form of the Retirement Savings and Investment Plan for Employees of Joseph
E. Seagram & Sons, Inc. and Affiliates (the "Seagram Plan"). The name of
the MCA Plan was changed to the Retirement Savings and Investment Plan for
Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Universal
Employees (the "Plan"). To simplify plan administration, the Plan was
amended in the form of the Seagram Plan, including certain modifications to
the terms, to accomodate the benefits provisions solely applicable to
eligible employees of Universal Studios, Inc. ("Universal"). Notwithstanding
the adoption of the Seagram Plan, the Plan has continued its existence as a
separate plan. Plan assets are solely available for the benefit of and used
to satisfy the liabilities incurred on behalf of employees of the Plan.
The Plan covers employees of Universal and certain of its United States
subsidiaries (collectively, the "Participating Companies") who are either
(i) salaried employees or (ii) hourly employees employed in a classification
designated by the Participating Companies from time to time, excluding
persons who are members of a labor union, guild or other collective
bargaining unit unless the employee is salaried and paid in whole or in part
by Universal or whose employment is subject to a labor agreement, persons
employed on a special basis and persons by an operating unit of the
Participating Companies to which the Plan has not been extended. In
addition, non-salaried employees of Hilltop Service, Inc., seasonal and
temporary employees of Universal Studios Tour, certain temporary clerical
employees and interns must complete one year of service before they are
eligible to participate in the Plan.
The Plan provides benefits to participants based upon amounts voluntarily
contributed to a participant's account by the participant and amounts
contributed, under certain circumstances, by the Participating Companies
(see Note 4). Under the Plan, a participant is not provided with any fixed
benefit. The ultimate benefit to be received by the participant depends on
the amounts contributed, the investment results and other adjustments, and
the participant's vested interest at termination of employment (see Note
5
<PAGE> 11
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
5).
With respect to each participant, contributions are allocated among four
accounts specified in the Plan: pre-tax account, company match account,
after-tax account and rollover account (the "Accounts"). Such contributions
are invested as designated by the participants in one or more of the
investment funds referred to in Note 3, and are accumulated and invested in
the Master Trust. Plan assets are solely available for the benefit of and
used to satisfy the liabilities incurred on behalf of employees covered by
the Plan. The Plan is administered by the Joseph E. Seagram & Sons, Inc.
(the "Company") through an Administrative Committee appointed by the Board
of Directors of the Company.
3. INVESTMENT PROGRAM
During the year ended December 31, 1997, the Plan was comprised of seven
investment funds: (i) the Money Market Fund investing primarily in the State
Street Yield Enhanced STIF Fund (which replaced the State Street STIF
Unitized Fund on October 4, 1997) managed by State Street Bank and Trust
Company; (ii) the Stable Income Fund investing in the La Salle Income Plus
Fund managed by LaSalle National Trust, N.A.; (iii) the Bond Fund investing
in PIMCO Total Return Fund, Class A Shares (which replaced the Putnam Income
Fund, Class A Shares on June 1, 1998) managed by PIMCO; (iv) the S&P 500
Index Fund investing in the S&P 500 Flagship Fund, Series C, managed by
State Street Bank and Trust Company; (v) the Managed Equity Fund investing
in Lazard Equity Portfolio managed by Lazard Freres Asset Management; (vi)
the Growth Equity Fund investing in Brandywine Fund, Inc. managed by Friess
Associates; (vii) the Seagram Stock Fund investing primarily in The Seagram
Company Ltd. common shares. Effective June 1, 1998, two new investment funds
were added as follows:(viii) the Dreyfus Small Company Value Fund investing
in the Dreyfus Small Company Value Fund managed by Dreyfus and (ix) the MSDW
International Equity Fund investing in MSDW International Equity Fund
managed by Morgan Stanley. The investments are administered by the
Investment Committee appointed by the Board of Directors of the Company.
4. CONTRIBUTIONS
Non-highly compensated employees, as defined by the Plan, may elect to
contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax
Contributions") and/or to their after-tax accounts on an after-tax basis
("After-Tax Contributions") through payroll deductions of 1% to 14% (in the
aggregate) of their annual salary (as defined in the Plan), in multiples of
1%, in any combination. Highly-compensated employees, as defined by the
Plan, may elect to contribute from 1% to 10% of their annual salary on a
pre-tax basis and from 1% to 10% of their annual salary on an after-tax
basis; provided, the aggregate
6
<PAGE> 12
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
percentage of the contributions does not exceed 10% of their annual salary.
Pre-tax Contributions and After-Tax Contributions are subject to limitations
imposed by federal laws for qualified retirement plans.
The Plan provides for mandatory matching contributions by the Participating
Companies payable to the participants' company match accounts. The
Participating Companies, except as herein noted, contribute on behalf of the
participants 40% of the participants' contributions not exceeding 5% of
their salary. The Participating Companies matching contributions are subject
to limitations imposed by federal laws for qualified retirement plans.
The Plan will accept into participants' rollover accounts cash received by
participants from a qualified plan within the time prescribed by applicable
law ("Rollover Contributions").
The Participating Companies may make discretionary contributions in an
amount to be determined by the Participating Companies. The Participating
Companies have not made discretionary contributions since the inception of
the Plan.
5. VESTING
A participant in the Plan always has a fully vested interest in the value of
his or her contributions and rollover accounts. He or she has a
non-forfeitable right to the value of his or her company match account upon
the attainment of age 60, disability (as defined in the Plan ) or death.
Upon termination of employment for any other reason, a participant vests in
the funds held in his or her company match account in accordance with the
following vesting schedule:
Years of Service Vested Percentage
------------------ -------------------
Less than 1 0%
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
5 or more 100%
Upon termination of employment for reasons other than the attainment of age
60, disability or death of a participant who was not fully vested in his or
her company match account, the nonvested portion of the participant's
company match account shall be forfeited. Any amount forfeited shall be
applied to reduce the Participating Companies' contributions. Any amount
forfeited shall be restored if the participant is
7
<PAGE> 13
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
re-employed by a Participating Company before incurring a five year break in
service and if the participant repays to the Plan (within five years after
his or her reemployment commencement date) an amount in cash equal to the
full amount distributed to him or her from the Plan on account of
termination of employment, excluding amounts from the after-tax and rollover
accounts at the participant's election.
The nonvested interest of terminated participants serves to reduce
Participating Company contributions in accordance with the terms of the
Plan. The Participating Companies used $157,506 in forfeitures to offset
their contributions during the year ended December 31, 1998.
6. DISTRIBUTIONS
Upon termination of employment, after the attainment of age 60 or for reason
of disability or death, the participant or his or her beneficiary shall
receive the value of his or her Accounts. However, if the termination of
employment is for reasons other than the attainment of age 60, disability or
death, the participant shall receive only the value of the vested funds in
his or her Accounts (See Note 5). Benefits are recorded when paid.
In accordance with the procedures established by the Administrative
Committee and the terms of the Plan, a terminated employee may elect to
defer final distribution from the Plan. Upon such election, the amount in
the participant's vested interest in the Plan is entitled to continue to
receive investment income and is held by the Trustee until the date of
distribution as elected by the
6. DISTRIBUTIONS (Continued)
participant.
Prior to termination of employment, the participant may withdraw amounts
from the participant's Accounts in accordance with the provisions of the
Plan.
7. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50% of the
value of the vested portion of the participant's Accounts. The minimum loan
amount is $1,000. The maximum repayment terms are 5 years for general
purpose loans and 25 years for principal residence loans. Applications for
loans must be approved by the Administrative Committee. The amounts borrowed
are transferred from the investment funds in which the participant's
Accounts are currently invested. Repayments and interest
8
<PAGE> 14
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
thereon are credited to the participant's current investment funds through
payroll deductions made each pay period. The interest rate for loans is
based on the prime rate on the first business day of the month in which the
loan is made plus one percentage point.
8. TAX STATUS OF PLAN
The Internal Revenue Service has ruled by a letter dated January 24, 1996
that the Plan is qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended. The Plan has been subsequently amended and a request
(dated March 16, 1998) to the Internal Revenue Service for a favorable
determination with respect to the Plan's continual qualification in light of
such amendments is currently pending. So long as the Plan continues to be so
qualified, it is not subject to Federal income taxes.
Management has applied under the Internal Revenue Service's Voluntary
Compliance Resolution Program for the correction of an operational
violation. The application is expected to be successful and no adverse tax
qualification consequences are expected to affect the Plan.
Participants are not currently subject to income tax on the Participating
Companies' contributions to the Plan or on income earned by the Plan.
Benefits distributed to participants or to their beneficiaries may be
taxable to them. The tax treatment of the value of such benefits depends on
the event giving rise to the distribution and the method of distribution
selected.
9. RELATED PARTY TRANSACTIONS
Some of the Plan expenses including trustee, custodial, and some
recordkeeping fees, are paid by the Company, and personnel and facilities of
the Company are used by the Plan at no charge.
10. TERMINATION OF THE PLAN
The Board of Directors of the Company may terminate the Plan at any time. In
the case of termination, the rights of participants to their accounts shall
be vested as of the date of termination.
11. ASSETS HELD IN TRUST
The assets of the Plan are invested in the Master Trust held by the Trustee
where the assets of other
9
<PAGE> 15
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
related employee benefit plans of affiliates are invested on a commingled
basis.
The Master Trust net assets consist of the following classification of
assets and liabilities as of December 31, 1998:
<TABLE>
<CAPTION>
Assets
------
<S> <C>
Investments held in trust at fair valued determined by
quoted market prices:
Money Market Fund
State Street Yield Enhanced STIF Fund $ 27,162,114
Stable Income Fund
The LaSalle Income Plus Fund 14,338,837
Bond Fund
PIMCO Total Return Fund, Class A Shares 31,114,802
S&P 500 Index Fund
State Street S&P 500 Flagship Fund Series C 129,652,061
Managed Equity Fund
Lazard Equity Portfolio Fund 29,014,228
Growth Equity Fund
Brandywine Fund Inc. Common Shares 25,271,841
Seagram Stock Fund
The Seagram Company Ltd. Common Shares 15,666,526
Collective Short Term Investment Fund 468,709
The Coca-Cola Company Stock Fund
The Coca-Cola Company Common Stock 3,941,074
Collective Short Term Investment Fund 97,496
Dreyfus Small Company Value Fund
Dreyfus Small Company Value Fund 2,314,513
MSDW International Equity Fund
MSDW International Equity Fund 1,912,494
Loans to Participants 7,253,248
----------
Total Investments 288,207,943
-----------
</TABLE>
11. ASSETS HELD IN TRUST (Continued)
10
<PAGE> 16
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Receivables
Accrued interest and dividends 187,437
Contributions receivable 640,375
Proceeds from securities sold 2,907,827
---------------
Total Receivables 3,735,639
---------------
Total assets $291,943,582
---------------
Liabilities
Accounts payable for securities purchased 3,537,298
Administrative expenses 3,460
---------------
Total liabilities 3,540,758
---------------
Net Assets $288,402,824
===============
</TABLE>
As of December 31, 1998, the equitable share of the Retirement Savings &
Investment Plan for Employees of the Joseph E. Seagram & Sons, Inc. and
Affiliates in the Master Trust is 37.15%.
As of December 31, 1998, the net assets of the Master Trust available to the
Plan for benefits in the individual investment funds were as follows:
<TABLE>
<S> <C>
Money Market Fund $12,764,807
Stable Income fund 4,472,815
Bond Fund 12,081,666
S & P 500 Index Fund 52,881,547
Managed Equity Fund 10,178,632
Growth Equity Fund 8,369,596
Seagram Stock Fund 2,968,510
Dreyfus Small Company Value Fund 650,991
MSDW International Equity Fund 464,131
Loan accounts 2,300,768
------------
Total $107,133,463
============
</TABLE>
11
<PAGE> 17
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
12. INVESTMENT INCOME FROM MASTER TRUST
The appreciation in fair value and other income is as follows: Investments
held in trust at fair value determined by quoted market prices:
<TABLE>
<CAPTION>
December 31,
1998
--------------
<S> <C>
Bond Fund $( 24,358)
S & P Index Fund 9,830,160
Managed Equity Fund 677,017
Growth Equity Fund (1,529,204)
Seagram Stock Fund 401,895
Dreyfus Small Company Value Fund ( 14,044)
MSDW International Equity Fund 377,690
-------------
Investment gains (net of investment losses) 9,719,156
-------------
Interest and dividends ( 199,631)
-------------
Investment Income $ 9,519,525
=============
</TABLE>
13. SUBSEQUENT EVENT
Effective January 1, 1999, the Universal Profit Sharing Plan was merged with
the Retirement Savings and Investment Plan for Employees of Joseph E.
Seagram & Sons, Inc. and Affiliates - Universal Employees.
12
<PAGE> 18
5
The Seagram Company Ltd.
The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates - Universal Employees
We hereby consent to the incorporation by reference in Registration
Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which
appears in your Annual Report on Form 11-K of the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates -
Universal Employees for the fiscal year ended December 31, 1998.
/s/ Gutierrez & Co.
Flushing, New York
July 12, 1999
<PAGE> 1
EXHIBIT 99(c)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NUMBER 1-2275
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES - UNI EMPLOYEES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
THE SEAGRAM COMPANY LTD.
1430 Peel Street
Montreal, Quebec, Canada, H3A 1S9
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE> 2
2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4 The Retirement Savings and Investment Plan for Employees of Joseph E.
Seagram & Sons, Inc. and Affiliates - UNI Employees (the "UNI Plan") is
subject to the requirements of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). Attached hereto are the financial
statements of the UNI Plan for the fiscal year ended December 31, 1998
prepared in accordance with the financial reporting requirements of
ERISA.
EXHIBITS
1. Financial statements of the UNI Plan for the fiscal year ended December
31, 1998 prepared in accordance with the financial reporting
requirements of ERISA.
2. Consent of Gutierrez & Co., independent accountants.
<PAGE> 3
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES - UNI EMPLOYEES
By /s/ John Borgia
---------------------------------------
John Borgia
Member of Investment Committee
Date: July 13, 1999
<PAGE> 4
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES - UNI EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE> 5
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4
</TABLE>
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of the
Retirement Savings and Investment Plan for
Employees of Joseph E. Seagram & Sons, Inc.
and Affiliates - UNI Employees
We have audited the accompanying statement of net assets available for
benefits of the Retirement Savings and Investment Plan for Employees of Joseph
E. Seagram & Sons, Inc. and Affiliates - UNI Employees (the "Plan") as of
December 31, 1998, and the related statement of changes in net assets available
for benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan at December 31, 1998, and the changes in net assets available for benefits
for the year then ended in conformity with generally accepted accounting
principles.
/s/ Gutierrez & Co.
Flushing, New York
July 9, 1999
<PAGE> 7
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998
<TABLE>
<S> <C>
Net assets held in trust by Bank of New York ( Note 11 ) $1,044,050
----------
NET ASSETS AVAILABLE FOR BENEFITS $1,044,050
==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 8
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<S> <C>
CONTRIBUTIONS
Participating Employees $ 188,588
Participating Companies 53,200
----------
241,788
----------
INVESTMENT INCOME ON ASSETS HELD BY
BANK OF NEW YORK
Net appreciation in fair value of investments 168,173
Interest and dividends 20,805
PARTICIPANT WITHDRAWALS ( 307,555)
-----------
INCREASE IN PLAN EQUITY 123,211
PLAN EQUITY AT BEGINNING OF YEAR 920,839
----------
PLAN EQUITY AT END OF YEAR $1,044,050
==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 9
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of the Retirement Savings and Investment Plan for Employees
of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees (the
"Plan") conform with generally accepted accounting principles. The more
significant accounting policies are:
Basis of Accounting
The accompanying financial statements of the Plan are maintained on the
accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those
estimates.
Investment Valuation
The assets are held in trust by Bank of New York (Trustee) in the Joseph
E. Seagram & Sons, Inc. Master Trust (Master Trust), which also includes
assets of the 401(k) plans of the company's affiliates, Universal
Studios, Inc. and Spencer Gifts, Inc. The related investment income and
appreciation in fair value represents allocations to the Plan based upon
the ratio of the Plan's assets to total Master Trust Assets.
Investment securities are recorded and valued as follows:
United States government obligations at fair value based on the current
market yields; temporary investments in short-term investment funds at
cost which in the normal course approximates market value; securities
representing units of other funds at net asset value; The Seagram
Company Ltd. common shares and The Coca-Cola Company common stock at the
closing price reported on the composite tape of the New York Stock
Exchange on the valuation date.
Security Transactions
4
<PAGE> 10
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Security transactions are accounted for on a trade date basis with the
average cost basis used for determining the cost of investments sold.
Interest income is recorded on an accrual basis. Income on securities
purchased under agreements to resell is accounted for at the repurchase
rate. Changes in discount on coupons detached from United States
Treasury Bonds are reflected as unrealized appreciation.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan originally established as the
UNI Distribution Corp. Employees Savings Plan ("UNI Plan") and is
subject to the applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
Effective January 1, 1997, the UNI Plan was amended and continued in the
form of the Retirement Savings and Investment Plan for Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (the "Seagram Plan"). The
name of the UNI Plan was changed to the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and
Affiliates - UNI Employees (the "Plan"). To simplify plan
administration, the Plan was amended in the form of the Seagram Plan,
including certain modifications to the terms, to accomodate the benefits
provisions solely applicable to eligible employees of Universal Music
Video Distribution, Inc. ("UNI"). Notwithstanding the adoption of the
Seagram Plan, the Plan has continued its existence as a separate plan.
Plan assets are solely available for the benefit of and used to satisfy
the liabilities incurred on behalf of employees of the Plan.
The Plan covers certain employees of UNI and certain of its United
States subsidiaries (collectively, the "Participating Companies"),
excluding persons who are members of a labor union, guild or other
collective bargaining unit unless the employee is salaried and paid in
whole or in part by UNI. In addition, employees of the Memphis and Reno
locations and interns must complete one year of service before they are
eligible to participate in the Plan.
The Plan provides benefits to participants based upon amounts
voluntarily contributed to a participant's account by the participant
and amounts contributed under certain circumstances, by the
Participating Companies (see Note 4). Under the Plan, a participant is
not provided with any fixed benefit. The ultimate benefit to be received
by the participant depends on the amounts contributed, the investment
results and other adjustments, and the participant's vested interest at
termination of employment (see Note 5).
5
<PAGE> 11
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
With respect to each participant, contributions are allocated among four
accounts specified in the Plan: pre-tax account, company match account,
after-tax account and rollover account (the "Accounts"). Such
contributions are invested as designated by the participants in one or
more of the investment funds referred to in Note 3, and are accumulated
and invested in the Master Trust. Plan assets are solely available for
the benefit of and used to satisfy the liabilities incurred on behalf of
employees covered by the Plan. The Plan is administered by the Joseph E.
Seagram & Sons, Inc. (the "Company") through an Administrative Committee
appointed by the Board of Directors of the Company.
3. INVESTMENT PROGRAM
During the year ended December 31, 1997, the Plan was comprised of seven
investment funds: (i) the Money Market Fund investing primarily in the
State Street Yield Enhanced STIF Fund (which replaced the State Street
STIF Unitized Fund on October 4, 1997) managed by State Street Bank and
Trust Company; (ii) the Stable Income Fund investing in the La Salle
Income Plus Fund managed by LaSalle National Trust, N.A.; (iii) the Bond
Fund investing in PIMCO Total Return Fund, Class A Shares (which
replaced the Putnam Income Fund, Class A Shares on June 1, 1998) managed
by PIMCO; (iv) the S&P 500 Index Fund investing in the S&P 500 Flagship
Fund, Series C, managed by State Street Bank and Trust Company; (v) the
Managed Equity Fund investing in Lazard Equity Portfolio managed by
Lazard Freres Asset Management; (vi) the Growth Equity Fund investing in
Brandywine Fund, Inc. managed by Friess Associates; (vii) the Seagram
Stock Fund investing primarily in The Seagram Company Ltd. common
shares. Effective June 1, 1998, two new investment funds were added as
follows: (viii) the Dreyfus Small Company Value Fund investing in the
Dreyfus Small Company Value Fund managed by Dreyfus and (ix) the MSDW
International Equity Fund investing in MSDW International Equity Fund
managed by Morgan Stanley. The investments are administered by the
Investment Committee appointed by the Board of Directors of the Company.
4. CONTRIBUTIONS
Non-highly compensated employees, as defined by the Plan , may elect to
contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax
Contributions) and/or to their after-tax accounts on an after-tax
6
<PAGE> 12
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
basis ("After-Tax Contributions") through payroll deductions of 1% to
14% (in the aggregate) of their annual salary (as defined in the Plan),
in multiples of 1%, in any combination. Highly-compensated employees,
as defined, may elect to contribute from 1% to 10% of their annual
salary on a pre-tax basis and from 1% to 10% of their annual salary on
an after-tax basis; provided, the aggregate percentage of the
contributions does not exceed 10% of their annual salary. Pre-tax
Contributions and After-Tax Contributions are subject to limitations
imposed by federal laws for qualified retirement plans.
The Plan provides for mandatory matching contributions by the
Participating Companies payable to the participants' company match
accounts. The Participating Companies, except as herein noted,
contribute on behalf of the participants 40% of the participants'
contributions not exceeding 5% of their salary. The Participating
Companies matching contributions are subject to limitations imposed by
federal laws for qualified retirement plans.
4. CONTRIBUTIONS (Continued)
The Plan will accept into participants' rollover Accounts cash received
by participants from a qualified plan within the time prescribed by
applicable law ("Rollover Contributions").
The Participating Companies may make discretionary contributions in an
amount to be determined by the Participating Companies. The
Participating Companies have not made discretionary contributions since
the inception of the Plan.
5. VESTING
A participant in the Plan always has a fully vested interest in the
value of his or her contributions and rollover accounts. He or she has
a non-forfeitable right to the value of his or her company match
account upon the attainment of age 60, disability (as defined in the
Plan ) or death. Upon termination of employment for any other reason, a
participant vests in the funds held in his or her company match account
in accordance with the following vesting schedule:
7
<PAGE> 13
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Years of Service Vested Percentage
- ---------------- -----------------
<S> <C> <C>
Less than 1 0%
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
5 or more 100%
</TABLE>
Upon termination of employment for reasons other than the attainment of
age 60, disability or death of a participant who was not fully vested in
his or her company match account, the nonvested portion of the
participant's company match account shall be forfeited. Any amount
forfeited shall be applied to reduce the Participating Companies'
contributions. Any amount forfeited shall be restored if the participant
is re-employed by a Participating Company before incurring a five year
break in service and if the participant repays to the Plan (within five
years after his or her reemployment commencement date) an amount in cash
equal to the full amount distributed to him or her from the Plan on
account of termination of employment, excluding amounts from the
after-tax and rollover accounts at the participant's election.
The nonvested interest of terminated participants serves to reduce
Participating Company contributions in the accordance with the terms of
the Plan. The Participating Companies used $899 in forfeitures to offset
their contributions during the year ended December 31, 1998.
6. DISTRIBUTIONS
Upon termination of employment, after the attainment of age 60 or for
reason of disability or death, the participant or his or her beneficiary
shall receive the value of his or her Accounts. However, if the
termination of employment is for reasons other than the attainment of
age 60, disability or death, the participant shall receive only the
value of the vested funds in his or her Accounts (See Note 5). Benefits
are recorded when paid.
In accordance with the procedures established by the Administrative
Committee and the terms of the Plan, a terminated employee may elect to
defer final distribution from the Plan. Upon such election, the amount
in the participant's vested interest in the Plan is entitled to
continue to receive investment
8
<PAGE> 14
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
income and is held by the Trustee until the date of distribution as
elected by the participant.
Prior to termination of employment, the participant may withdraw amounts
from the participant's Accounts in accordance with the provisions of the
Plan.
7. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50% of
the value of the vested portion of the participant's Accounts. The
minimum loan amount is $1,000. The maximum repayment terms are 5 years
for general purpose loans and 25 years for principal residence loans.
Applications for loans must be approved by the Administrative Committee.
The amounts borrowed are transferred from the investment funds in which
the participant's Accounts are currently invested. Repayments and
interest thereon are credited to the participant's current investment
funds through payroll deductions made each pay period. The interest rate
for loans is based on the prime rate on the first business day of the
month in which the loan is made plus one percentage point.
8. TAX STATUS OF PLAN
The Internal Revenue Service has ruled by a letter dated December 23,
1996 that the Plan is qualified under Section 401(a) of the Internal
Revenue Code, as amended. The Plan has been subsequently amended and a
request (dated March 16, 1998) to the Internal Revenue Service for a
favorable determination with respect to the Plan's continual
qualification in light of such amendments is currently pending. So long
as the Plan continues to be so qualified, it is not subject to Federal
income taxes.
Participants are not currently subject to income tax on the
Participating Companies' contributions to the Plan or on income earned
by the Plan. Benefits distributed to participants or to their
beneficiaries may be taxable to them. The tax treatment of the value of
such benefits depends on the event giving rise to the distribution and
the method of distribution selected.
9. RELATED PARTY TRANSACTIONS
Some of the Plan expenses including trustee, custodial, and some
recordkeeping fees, are paid by the Company, and personnel and
facilities of the Company are used by the Plan at no charge.
9
<PAGE> 15
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
10. TERMINATION OF THE PLAN
The Board of Directors of the Company may terminate the Plan at any
time. In the case of termination, the rights of participants to their
accounts shall be vested as of the date of termination.
11. ASSETS HELD IN TRUST
The assets of the Plan are invested in the Master Trust held by the
Trustee where the assets of other related employee benefit plans of
affiliates are invested on a commingled basis.
The Master Trust net assets consist of the following classification of
assets and liabilities as of December 31, 1998:
<TABLE>
<CAPTION>
Assets
------
<S> <C>
Investments held in trust at fair valued determined by
quoted market prices:
Money Market Fund
State Street Yield Enhanced STIF Fund $ 27,162,114
Stable Income Fund
The LaSalle Income Plus Fund 14,338,837
Bond Fund
PIMCO Total Return Fund, Class A Shares 31,114,802
S&P 500 Index Fund
State Street S&P 500 Flagship Fund Series C 129,652,061
Managed Equity Fund
Lazard Equity Portfolio Fund 29,014,228
Growth Equity Fund
Brandywine Fund Inc. Common Shares 25,271,841
Seagram Stock Fund
The Seagram Company Ltd. Common Shares 15,666,526
Collective Short Term Investment Fund 468,709
The Coca-Cola Company Stock Fund
The Coca-Cola Company Common Stock 3,941,074
Collective Short Term Investment Fund 97,496
Dreyfus Small Company Value Fund
Dreyfus Small Company Value Fund 2,314,513
</TABLE>
10
<PAGE> 16
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
11. ASSETS HELD IN TRUST (Continued)
<TABLE>
<CAPTION>
<S> <C>
MSDW International Equity Fund
MSDW International Equity Fund 1,912,494
Loans to Participants 7,253,248
-----------
Total Investments 288,207,943
-----------
Receivables
Accrued interest and dividends 187,437
Contributions receivable 640,375
Proceeds from securities sold 2,907,827
-----------
Total receivables 3,735,639
-----------
Total assets 291,943,582
-----------
Liabilities
Accounts payable for securities purchased 3,537,298
Administrative expenses 3,460
-----------
Total liabilities 3,540,758
-----------
Net Assets $288,402,824
============
</TABLE>
As of December 31, 1998, the equitable share of the Retirement Savings
& Investment Plan for Employees of the Joseph E. Seagram & Sons, Inc.
and Affiliates - UNI Employees in the Master Trust is 00.36%.
As of December 31, 1998, the net assets of the Master Trust available
to the Plan for benefits in the individual investment funds were as
follows:
<TABLE>
<S> <C>
Money Market Fund $ 161,251
Stable Income Fund 34,578
Bond Fund 119,944
S & P 500 Index Fund 571,232
Managed Equity Fund 46,198
Growth Equity Fund 54,558
Seagram Stock Fund 27,598
</TABLE>
11
<PAGE> 17
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Dreyfus Small Company Value Fund 4,878
MSDW International Equity Fund 2,212
Loan accounts 21,601
------------
Total $ 1 ,044,050
============
</TABLE>
12. INVESTMENT INCOME FROM MASTER TRUST
The appreciation in fair value and other income is as follows:
Investments held in trust at fair value determined by quoted market
prices:
<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Bond Fund $ 449
S & P Index Fund 156,827
Managed Equity Fund 4,688
Growth Equity Fund 1,134
Seagram Stock Fund 3,493
Dreyfus Small Company Value Fund 765
MSDW International Equity Fund 817
------------
Investment gains (net of investment losses) 168,173
Interest and dividends 20,805
------------
Investment Income $ 188,978
============
</TABLE>
12
<PAGE> 18
5
The Seagram Company Ltd.
The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates - UNI Employees
We hereby consent to the incorporation by reference in Registration
Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which
appears in your Annual Report on Form 11-K of the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates -
UNI Employees for the fiscal year ended December 31, 1998.
/s/ Gutierrez & Co.
Flushing, New York
July 12, 1999
<PAGE> 1
EXHIBIT 99(d)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NUMBER 1-2275
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES - SPENCER EMPLOYEES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
THE SEAGRAM COMPANY LTD.
1430 Peel Street
Montreal, Quebec, Canada, H3A 1S9
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE> 2
2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4 The Retirement Savings and Investment Plan for Employees of Joseph E.
Seagram & Sons, Inc. and Affiliates - Spencer Employees (the "Spencer
Plan") is subject to the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). Attached hereto are the
financial statements of the Spencer Plan for the fiscal year ended
December 31, 1998 prepared in accordance with the financial reporting
requirements of ERISA.
EXHIBITS
1. Financial statements of the Spencer Plan for the fiscal year ended
December 31, 1998 prepared in accordance with the financial reporting
requirements of ERISA.
2. Consent of Gutierrez & Co., independent accountants.
<PAGE> 3
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES - SPENCER EMPLOYEES
By /s/ John Borgia
--------------------------------------
John Borgia
Member of Investment Committee
Date: July 13, 1999
<PAGE> 4
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES - SPENCER EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE> 5
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4
</TABLE>
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of the
Retirement Savings and Investment Plan for
Employees of Joseph E. Seagram & Sons, Inc.
and Affiliates - Spencer Employees
We have audited the accompanying statement of net assets available for
benefits of the Retirement Savings and Investment Plan for Employees of Joseph
E. Seagram & Sons, Inc. and Affiliates - Spencer Employees (the "Plan") as of
December 31, 1998, and the related statement of changes in net assets available
for benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1998, and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
/s/ Gutierrez & Co.
Flushing, New York
July 9, 1999
<PAGE> 7
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31 1998
Net assets held in trust by Bank of New York ( Note 11 ) $ 8,800,121
-------------
NET ASSETS AVAILABLE FOR BENEFITS $ 8,800,121
=============
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 8
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
CONTRIBUTIONS
<S> <C>
Participating Employees $ 724,445
Participating Companies 211,040
---------------
935,485
---------------
INVESTMENT INCOME ON ASSETS HELD BY
BANK OF NEW YORK
Net appreciation in fair value of investments 1,107,174
Interest and dividends 167,873
PARTICIPANT WITHDRAWALS ( 394,078)
---------------
INCREASE IN PLAN EQUITY 1,816,454
PLAN EQUITY AT BEGINNING OF YEAR 6,983,667
---------------
PLAN EQUITY AT END OF YEAR $ 8,800,121
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 9
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of the Retirement Savings and Investment Plan for Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees (the
"Plan") conform with generally accepted accounting principles. The more
significant accounting policies are:
Basis of Accounting
The accompanying financial statements of the Plan are maintained on the
accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
Investment Valuation
Effective January 1, 1997, the assets are held in trust by Bank of New
York (Trustee) in the Joseph E. Seagram & Sons, Inc. Master Trust (Master
Trust), which also includes assets of the 401(k) plans of the company's
affiliates, Universal Studios, Inc. and Universal Music and Video
Distribution, Inc. The related investment income and appreciation in fair
value represents allocations to the Plan based upon the ratio of the
Plan's assets to total Master Trust Assets.
Investment securities are recorded and valued as follows:
United States government obligations at fair value based on the current
market yields; temporary investments in short-term investment funds at
cost which in the normal course approximates market value; securities
representing units of other funds at net asset value; The Seagram Company
Ltd. common shares and The Coca-Cola Company common stock at the closing
price reported on the composite tape of the New York Stock Exchange on the
valuation date.
Security Transactions
4
<PAGE> 10
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Security transactions are accounted for on a trade date basis with the
average cost basis used for determining the cost of investments sold.
Interest income is recorded on an accrual basis. Income on securities
purchased under agreements to resell is accounted for at the repurchase
rate. Changes in discount on coupons detached from United States Treasury
Bonds are reflected as unrealized appreciation.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan originally established as the
Spencer Gifts, Inc. Employee Savings Plan ("Spencer Plan") and is subject
to the provisions of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").
Effective January 1, 1997, the Spencer Plan was amended and continued in
the form of the Retirement Savings and Investment Plan for Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (the "Seagram Plan"). The
name of the Spencer Plan was changed to the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and
Affiliates - Spencer Employees (the "Plan"). To simplify plan
administration, the Plan was amended in the form of the Seagram Plan,
including certain modifications to the terms, to accomodate the benefits
provisions solely applicable to eligible employees of Spencer Gifts, Inc.
("Spencer"). Notwithstanding the adoption of the Seagram Plan, the Plan
has continued its existence as a separate plan. Plan assets are solely
available for the benefit of and used to satisfy the liabilities incurred
on behalf of employees of the Plan.
The Plan covers certain employees of Spencer who have completed one year
of service and who are either (i) salaried employees or (ii) hourly
employees employed in a classification designated by Spencer, excluding
employees classified as Highly Compensated employees.
The Plan provides benefits to participants based upon amounts voluntarily
contributed to a participant's account by the participant and, amounts
contributed under certain circumstances, by the Participating Companies
(see Note 4). Under the Plan, a participant is not provided with any fixed
benefit. The ultimate benefit to be received by the participant depends on
the amounts contributed, the investment results and other adjustments, and
the participant's vested interest at termination of employment (see Note
5).
With respect to each participant, contributions are allocated among four
accounts specified in the Plan: pre-tax account, company match account,
after-tax account and rollover account (the
5
<PAGE> 11
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
"Accounts"). Such contributions are invested as designated by the
participants in one or more of the investment funds referred to in Note 3,
and are accumulated and invested in the Master Trust. Plan assets are
solely available for the benefit of and used to satisfy the liabilities
incurred on behalf of employees covered by the Plan. The Plan is
administered by the Joseph E. Seagram & Sons, Inc. (the "Company") through
an Administrative Committee appointed by the Board of Directors of the
Company.
3. INVESTMENT PROGRAM
During the year ended December 31, 1997, the Plan was comprised of seven
investment funds: (i) the Money Market Fund investing primarily in the
State Street Yield Enhanced STIF Fund (which replaced the State Street
STIF Unitized Fund on October 4, 1997) managed by State Street Bank and
Trust Company; (ii) the Stable Income Fund investing in the La Salle
Income Plus Fund managed by LaSalle National Trust, N.A.; (iii) the Bond
Fund investing in PIMCO Total Return Fund, Class A Shares (which replaced
the Putnam Income Fund, Class A Shares on June 1, 1998) managed by PIMCO;
(iv) the S&P 500 Index Fund investing in the S&P 500 Flagship Fund, Series
C, managed by State Street Bank and Trust Company; (v) the Managed Equity
Fund investing in Lazard Equity Portfolio managed by Lazard Freres Asset
Management; (vi) the Growth Equity Fund investing in Brandywine Fund, Inc.
managed by Friess Associates; (vii) the Seagram Stock Fund investing
primarily in The Seagram Company Ltd. common shares. Effective June 1,
1998, two new investment funds were added as follows:(viii) the Dreyfus
Small Company Value Fund investing in the Dreyfus Small Company Value Fund
managed by Dreyfus and (ix) the MSDW International Equity Fund investing
in MSDW International Equity Fund managed by Morgan Stanley. The
investments are administered by the Investment Committee appointed by the
Board of Directors of the Company.
4. CONTRIBUTIONS
Non-highly compensated employees, as defined by the Plan, may elect to
contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax
Contributions) and/or to their after-tax accounts on an after-tax basis
("After-Tax Contributions") through payroll deductions of 1% to 14% (in
the aggregate) of
6
<PAGE> 12
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
their annual salary (as defined in the Plan), in multiples of 1%, in any
combination. Pre-tax Contributions and After-Tax Contributions are subject
to limitations imposed by federal laws for qualified retirement plans.
The Plan provides for mandatory matching contributions by the
Participating Companies payable to the participants' company match
accounts. The Participating Companies, except as herein noted, contribute
on behalf of the participants 40% of the participants' contributions not
exceeding 5% of their salary. The Participating Companies matching
contributions are subject to limitations imposed by federal laws for
qualified retirement plans.
The Plan will accept into participants' rollover Accounts cash received by
participants from a qualified plan within the time prescribed by
applicable law ("Rollover Contributions").
The Participating Companies may make discretionary contributions in an
amount to be determined by the Participating Companies. The Participating
Companies have not made discretionary contributions since the inception of
the Plan.
5. VESTING
A participant in the Plan always has a fully vested interest in the value
of his or her contributions and rollover accounts. He or she has a
non-forfeitable right to the value of his or her company match account
upon the attainment of age 60, disability (as defined in the Plan ) or
death. Upon termination of employment for any other reason, a participant
vests in the funds held in his or her company match account in accordance
with the following vesting schedule:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C> <C>
Less than 1 0%
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
5 or more 100%
</TABLE>
Upon termination of employment for reasons other than the attainment of
age 60, disability or death
7
<PAGE> 13
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
of a participant who was not fully vested in his or her company match
account, the nonvested portion of the participant's company match account
shall be forfeited. Any amount forfeited shall be applied to reduce the
Participating Companies' contributions. Any amount forfeited shall be
restored if the participant is re-employed by a Participating Company
before incurring a five year break in service and if the participant
repays to the Plan (within five years after his or her reemployment
commencement date) an amount in cash equal to the full amount distributed
to him or her from the Plan on account of termination of employment,
excluding amounts from the after-tax and rollover accounts at the
participant's election.
The nonvested interest of terminated participants serves to reduce
Participating Company contributions in accordance with the terms of the
Plan. The Participating Companies used $3,850 in forfeitures to offset
their contributions during the year ended December 31, 1998.
6. DISTRIBUTIONS
Upon termination of employment, after the attainment of age 60 or for
reason of disability or death, the participant or his or her beneficiary
shall receive the value of his or her Accounts. However, if the
termination of employment is for reasons other than the attainment of age
60, Disability or death, the participant shall receive only the value of
the vested funds in his or her Accounts (See Note 5). Benefits are
recorded when paid.
In accordance with the procedures established by the Administrative
Committee and the terms of the Plan, a terminated employee may elect to
defer final distribution from the Plan. Upon such election, the amount in
the participant's vested interest in the Plan is entitled to continue to
receive investment income and is held by the Trustee until the date of
distribution as elected by the
6. DISTRIBUTIONS (Continued)
participant.
Prior to termination of employment, the participant may withdraw amounts
from the participant's Accounts in accordance with the provisions of the
Plan.
7. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50% of
the value of the vested
8
<PAGE> 14
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
portion of the participant's Accounts. The minimum loan amount is $1,000.
The maximum repayment terms are 5 years for general purpose loans and 25
years for principal residence loans. Applications for loans must be
approved by the Administrative Committee. The amounts borrowed are
transferred from the investment funds in which the participant's Accounts
are currently invested. Repayments and interest thereon are credited to
the participant's current investment funds through payroll deductions made
each pay period. The interest rate for loans is based on the prime rate on
the first business day of the month in which the loan is made plus one
percentage point.
8. TAX STATUS OF PLAN
The Internal Revenue Service has ruled by a letter dated August 12, 1995
that the Plan is qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended. The Plan has been subsequently amended and a
request (dated March 16, 1998) to the Internal Revenue Service for a
favorable determination with respect to the Plan's continual qualification
in light of such amendments is currently pending. So long as the Plan
continues to be so qualified, it is not subject to Federal income taxes.
Participants are not currently subject to income tax on the Participating
Companies' contributions to the Plan or on income earned by the Plan.
Benefits distributed to participants or to their beneficiaries may be
taxable to them. The tax treatment of the value of such benefits depends
on the event giving rise to the distribution and the method of
distribution selected.
9. RELATED PARTY TRANSACTIONS
Some of the Plan expenses including trustee, custodial, and some
recordkeeping fees, are paid by the Company, and personnel and facilities
of the Company are used by the Plan at no charge.
10. TERMINATION OF THE PLAN
The Board of Directors of the Company may terminate the Plan at any time.
In the case of termination, the rights of participants to their accounts
shall be vested as of the date of termination.
11. ASSETS HELD IN TRUST
The assets of the Plan are invested in the Master Trust held by the
Trustee where the assets of other related employee benefit plans of
affiliates are invested on a commingled basis.
9
<PAGE> 15
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
The Master Trust net assets consist of the following classification of assets
and liabilities as of December 31, 1988:
<TABLE>
<CAPTION>
Assets
- ------
<S> <C>
Investments held in trust at fair valued determined by
quoted market prices:
Money Market Fund
State Street Yield Enhanced STIF Fund $ 27,162,114
Stable Income Fund
The LaSalle Income Plus Fund 14,338,837
Bond Fund
PIMCO Total Return Fund, Class A Shares 31,114,802
S&P 500 Index Fund
State Street S&P 500 Flagship Fund Series C 129,652,061
Managed Equity Fund
Lazard Equity Portfolio Fund 29,014,228
Growth Equity Fund
Brandywine Fund Inc. Common Shares 25,271,841
Seagram Stock Fund
The Seagram Company Ltd. Common Shares 15,666,526
Collective Short Term Investment Fund 468,709
The Coca-Cola Company Stock Fund
The Coca-Cola Company Common Stock 3,941,074
Collective Short Term Investment Fund 97,496
Dreyfus Small Company Value Fund
Dreyfus Small Company Value Fund 2,314,513
MSDW International Equity Fund
MSDW International Equity Fund 1,912,494
Loans to Participants 7,253,248
-------------
Total Investments 288,207,943
-------------
Receivables
Accrued interest and dividends 187,437
Contributions receivable 640,375
Proceeds from securities sold 2,907,827
-------------
Total receivables 3,735,639
-------------
Total assets 291,943,582
-------------
</TABLE>
10
<PAGE> 16
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
11. ASSETS HELD IN TRUST ( Continued )
<TABLE>
<S> <C>
Liabilities
Accounts payable for securities purchased $ 3,537,298
Administrative expenses 3,460
---------------
Total liabilities 3,540,758
---------------
Net Assets $288,402,824
===============
</TABLE>
As of December 31, 1998 the equitable share of the Retirement Savings
& Investment Plan for Employees of the Joseph E. Seagram & Sons, Inc.
and Affiliates in the Master Trust is 3.05%.
As of December 31, 1998 the net assets of the Master Trust available to
the Plan for benefits in the individual investment funds were as
follows:
<TABLE>
<S> <C>
Money Market Fund $ 1,308,582
Stable Income fund 573,001
Bond Fund 1,045,632
S & P 500 Index Fund 4,665,987
Managed Equity Fund 414,651
Growth Equity Fund 380,900
Seagram Stock Fund 58,313
Dreyfus Small Company Value Fund 46,002
MSDW International Equity Fund 20,452
Loan accounts 286,601
---------------
Total $ 8,800,121
===============
</TABLE>
11
<PAGE> 17
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
12. INVESTMENT INCOME FROM MASTER TRUST
The appreciation in fair value and other income is as follows:
Investments held in trust at fair value determined by quoted market
prices:
<TABLE>
<CAPTION>
December 31,
1998
---------------
<S> <C>
Bond Fund $ 3,763
S & P Index Fund 1,017,874
Managed Equity Fund 49,213
Growth Equity Fund 10,404
Seagram Stock Fund 12,229
Dreyfus Small Company Value Fund ( 2,166)
MSDW International Equity Fund 15,857
---------------
Investment gains (net of investment losses) 1,107,174
Interest and dividends 167,873
---------------
Investment Income $ 1,275,047
===============
</TABLE>
12
<PAGE> 18
5
The Seagram Company Ltd.
The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates - Spencer Employees
We hereby consent to the incorporation by reference in Registration
Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which
appears in your Annual Report on Form 11-K of the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates -
Spencer Employees for the fiscal year ended December 31, 1998.
/s/ Gutierrez & Co.
Flushing, New York
July 12, 1999
<PAGE> 1
EXHIBIT 99(e)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
COMMISSION FILE NUMBER 1-2275
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
THE SEAGRAM COMPANY LTD.
1430 Peel Street
Montreal, Quebec, Canada, H3A 1S9
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE> 2
2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4 The Retirement Savings and Investment Plan for Union Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (the "Union Plan") is
subject to the requirements of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). Attached hereto are the financial
statements of the Union Plan for the fiscal year ended December 31,
1998 prepared in accordance with the financial reporting requirements
of ERISA.
EXHIBITS
1. Financial statements of the Union Plan for the fiscal year ended
December 31, 1998 prepared in accordance with the financial reporting
requirements of ERISA.
2. Consent of Gutierrez & Co., independent accountants.
<PAGE> 3
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR
UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS,
INC. AND AFFILIATES
By /s/ John Borgia
-------------------------------------
John Borgia
Member of Benefits Committee
Date: July 13, 1999
<PAGE> 4
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
FINANCIAL STATEMENTS
DECEMBER 31, 1998 and 1997
<PAGE> 5
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Financial Statements
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets
Available for Benefits 4
Notes to Financial Statements 6
Supplemental Financial Statements and Information
Schedule of Assets Held For Investment (Original cost and current value)
(See Dreyfus Retirement Services attachment)
Schedule of Reportable Transactions
(See Dreyfus Retirement Services attachment)
</TABLE>
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
To the Benefits Committee of the Retirement
Savings and Investment Plan for Union
Employees of Joseph E. Seagram & Sons, Inc.
and Affiliates
We have audited the accompanying statements of net assets available for
benefits of the Retirement Savings and Investment Plan for Union Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") as of December 31,
1998 and 1997, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of (1)
assets held for investment purposes and (2) reportable transactions are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Gutierrez & Co.
Flushing, New York
July 9, 1999
<PAGE> 7
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1998 1997
---------------- ----------------
<S> <C> <C>
INVESTMENTS ( Note 3 )
Money Market Fund:
Dreyfus Cash Mangement Plus Fund (cost of $79,797
and $41,288) $ 79,797 $ 41,288
Cash 759 ( 49)
Stable Income Fund:
Dreyfus-Certus Stable Value Fund Series I (cost of $66,477
and $25,988) 66,477 25,998
Cash 934 586
Bond Fund:
Dreyfus A Bond Plus Fund (cost of $91,026 and $34,600) 87,771 35,110
Cash 1,054 860
S&P 500 Index Fund:
Dreyfus Institutional S&P 500 Stock Index Fund
(cost of $594,304 and $103,217) 716,020 248,446
Cash 4,910 5,076
Disciplined Stock Fund:
Dreyfus Disciplined Stock Fund (cost of $319,634 and $147,986) 360,402 147,257
Cash 3,211 2,654
Growth Equity Fund:
Warburg Pincus Emerging Growth Fund (cost of $241,756
and $114,000) 261,494 114,399
Cash 2,679 2,294
Seagram Stock Fund:
The Seagram Company Ltd. Common Shares
(cost of $152,269 and $81,346) 173,319 57,193
TBC Inc. Pooled Employees Fund (cost of $1,666 and $4,417) 1,666 4,155
Cash 1,757 1,462
Loans to Participants 12,155 1,889
---------------- ----------------
Total Investments $ 1,774,405 $ 688,618
---------------- ----------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 8
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<TABLE>
<CAPTION>
December 31,
---------------------------------
1998 1997
-------------- ---------------
<S> <C> <C>
RECEIVABLES
Dividends and Interest $ 18 $ 12
Proceeds from Unsettled Sales 49
-------------- ---------------
Total Receivables 18 61
-------------- ---------------
TOTAL ASSETS 1,774,423 688,679
-------------- ---------------
LIABILITIES
Cost of Unsettled Purchases 15,283 15,602
-------------- ---------------
Total Liabilities 15,283 15,602
-------------- ---------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,759,140 $ 673,077
============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 9
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
CONTRIBUTIONS
Participating Employees $ 866,788 $ 631,470
-------------- --------------
INVESTMENT ACTIVITIES
Investment Income
Money Market Fund 3,399 784
Stable Income Fund 2,816 605
Bond Fund 3,540 784
S&P 500 Index Fund 9,179 2,040
Disciplined Stock Fund 1,725 409
Interest on Loans to Participants 178 10
Seagram Stock Fund 1,829 480
-------------- --------------
Total Investment Income 22,666 5,112
-------------- --------------
Realized Net Gain on Sale of Investments
Money Market Fund 18
Bond Fund 1,211 476
Stable Income Fund ( 550) 509
S & P 500 Index Fund 5,587 3,411
Disciplined Stock Fund 16,170 13,662
Growth Equity Fund ( 599) 6,477
Seagram Stock Fund ( 448) ( 34)
-------------- --------------
Total Realized Net Gain on Sale of
Investments 21,389 24,501
-------------- --------------
Unrealized Appreciation (Depreciation) on
Investments
Bond Fund ( 3,765) 510
S&P 500 Index Fund 104,714 17,002
Growth Equity Fund 16,735 3,003
Disciplined Stock Fund 41,496 ( 729)
Seagram Stock Fund 21,859 ( 7,167)
-------------- --------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 10
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<S> <C> <C>
Total Unrealized Appreciation
on Investments 181,039 12,619
------------ --------------
</TABLE>
(Continued)
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------
1998 1997
-------------- ---------------
<S> <C> <C>
Increase in Plan Equity from Investment
Activities $ 225,094 $ 42,232
-------------- ---------------
PARTICIPANT WITHDRAWALS ( 5,819) ( 625)
--------------- -------------
INCREASE IN PLAN EQUITY 1,086,063 673,077
PLAN EQUITY AT BEGINNING OF YEAR 673,077 -
-------------- -----------
PLAN EQUITY AT END OF YEAR $ 1,759,140 $ 673,077
============= ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 11
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of the Retirement Savings and Investment Plan for Union
Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan")
conform with generally accepted accounting principles. The more
significant accounting policies are:
Basis of Accounting
The accompanying financial statements of the Plan are maintained on the
accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
Investment Valuation
Investment securities are recorded and valued as follows:
United States government obligations at fair value based on the current
market yields; temporary investments in short-term investment funds at
cost which in the normal course approximates market value; securities
representing units of other funds at net asset value; The Seagram Company
Ltd. common shares at the closing price reported on the composite tape of
the New York Stock Exchange on the valuation date.
Security Transactions
Security transactions are accounted for on a trade date basis with the
average cost basis used for determining the cost of investments sold.
Interest income is recorded on an accrual basis. Income on securities
purchased under agreements to resell is accounted for at the repurchase
rate. Changes in discount on coupons detached from United States Treasury
Bonds are reflected as unrealized appreciation.
6
<PAGE> 12
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan established as of January 1, 1997
by Joseph E. Seagram & Sons, Inc. (the "Company") and is subject to the
applicable provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
2. DESCRIPTION OF THE PLAN (Continued)
The Plan covers eligible employees of the Company who are covered by
various collective bargaining agreements between the Company and the
employee representatives, as specified by the Plan.
The Plan provides benefits to participants based upon amounts voluntarily
contributed to a participant's account by the participant (see Note 4).
Under the Plan, a participant is not provided with any fixed benefit. The
ultimate benefit to be received by the participant depends on the amounts
contributed, the investment results and other adjustments, and the
participant's vested interest at termination of employment (see Note 5).
With respect to each participant, contributions are allocated among three
accounts: pre-tax account, after-tax account and rollover account (the
"Accounts"). Such contributions are invested as designated by the
participants in one or more of the investment funds referred to in Note 3,
and are accumulated and invested in a Trust Fund held by the Dreyfus Trust
Company, as Trustee. The Plan is administered by the Company through an
Administrative Committee appointed by the Board of Directors of the
Company.
3. INVESTMENT PROGRAM
During the years ended December 31, 1998 and 1997, the Plan was comprised
of seven investment funds: (i) the Money Market Fund investing in the
Dreyfus Cash Management Plus Fund managed by Dreyfus Corporation; (ii) the
Stable Income Fund investing in the Dreyfus-Certus Stable Value Fund
managed by Dreyfus Trust Company; (iii) the Bond Fund investing in Dreyfus
A Bond Plus Fund managed by Dreyfus Corporation; (iv) the S&P 500 Index
Fund investing in Dreyfus Institutional S & P 500 Stock Index Fund managed
by Dreyfus Corporation; (v) the Disciplined Stock Fund investing in
Dreyfus Disciplined Stock Fund managed by Dreyfus Corporation; (vi) the
Growth Equity Fund investing in Warburg Pincus Emerging Growth Fund
managed by Warburg
7
<PAGE> 13
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
Pincus Counsellors, Inc.; and (vii) the Seagram Stock Fund investing
primarily in The Seagram Company Ltd. common shares. The investments are
administered by the Benefits Committee appointed by the Board of Directors
of the Company.
4. CONTRIBUTIONS
Eligible employees, as defined, may elect to contribute to their pre-tax
accounts on a pre-tax basis ("Pre-Tax Contributions) and/or to their
after-tax accounts on an after-tax basis ("After-Tax Contributions")
through payroll deductions of 1% to 17% (in the aggregate) of their annual
pay, as defined in the Plan, in multiples of 1%, in any combination,
provided, the aggregate percentage of the contributions does not exceed
17% of their annual pay. Pre-tax Contributions and After-Tax
4. CONTRIBUTIONS (Continued)
Contributions are subject to limitations imposed by federal laws for
qualified retirement plans.
The Plan does not provide for matching contributions by the Company. The
Plan will accept into participants' rollover accounts cash received by
participants from a qualified plan within the time prescribed by
applicable law ("Rollover Contributions").
5. VESTING
A participant in the Plan always has a fully vested interest in the value
of his or her Accounts.
6. DISTRIBUTIONS
Upon termination of employment, after retirement or for reason of total
and permanent disability or death, the participant or his or her
beneficiary shall receive the entire value of his or her Accounts.
Prior to termination of employment, the participant may withdraw amounts
from the participant's Accounts in accordance with the provisions of the
Plan.
7. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50% of
the value of the participant's
8
<PAGE> 14
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
Accounts. The minimum loan amount is $1,000. The maximum repayment terms
are 5 years for general purpose loans and 25 years for principal residence
loans. The amounts borrowed are transferred from the investment funds in
which the participant's Accounts are currently invested. On a weekly
basis, repayments and interest thereon are credited to the participant's
current investment funds through payroll deduction. The interest rate for
loans is based on the prime rate on the first business day of the month in
which the loan is made plus one percentage point.
8. TAX STATUS OF PLAN
The Internal Revenue Service has ruled by a letter dated May 20, 1998 that
the Plan is qualified under Section 401(a) of the Internal Revenue Code.
So long as the Plan continues to be so qualified, it is not subject to
federal income taxes.
Participants are not currently subject to income tax on the income earned
by the Plan. Benefits distributed to participants or to their
beneficiaries maybe taxable to them. The tax treatment of the value of
such benefits depends on the event giving rise to the distribution and the
method of distribution selected.
9. RELATED PARTY TRANSACTIONS
Certain of the expenses of the Plan are paid by the Company, and personnel
and facilities of the Company are used by the Plan at no charge.
10. TERMINATION OF THE PLAN
The Board of Directors of the Company may terminate the Plan at any time.
In the case of termination, the rights of participants to their accounts
shall be vested as of the date of termination.
9
<PAGE> 15
5500 SCHEDULE OF INVESTMENTS AT END OF PLAN YEAR
SUMMARY REPORT
31 DECEMBER 1998
<TABLE>
<CAPTION>
MARKET UNREALIZED
DESCRIPTION COST VALUE GAIN/LOSS
- ----------- ------------ ------------ ------------
<S> <C> <C> <C>
GENERAL INVESTMENTS
INTEREST-BEARING CASH 79,797.08 79,797.08 0.00
CORPORATE STOCK - COMMON 152,269.41 173,318.00 21,048.59
LOANS TO PARTICIPANTS - OTHER 12,155.12 12,155.12 0.00
------------ ------------ ------------
TOTAL GENERAL INVESTMENTS 244,221.61 265,270.20 21,048.59
CERTAIN INVESTMENT ARRANGEMENTS
COMMON/COLLECTIVE TRUST 68,143.42 68,143.42 0.00
REGISTERED INVESTMENT COMPANIES 1,246,720.92 1,425,686.98 178,966.06
------------ ------------ ------------
TOTAL CERTAIN INVESTMENT ARRANGEMENTS 1,314,864.34 1,493,830.40 178,966.06
GRAND TOTALS 1,559,085.95 1,759,100.60 200,014.65
</TABLE>
<PAGE> 16
5500 SCHEDULE OF INVESTMENTS AT END OF PLAN YEAR
31 DECEMBER 1998
<TABLE>
<CAPTION>
SHARES/ MARKET UNREALIZED
PAR VALUE SECURITY DESCRIPTION COST PRICE VALUE GAIN/LOSS
- ----------------------------------------------- ----------- --------- ---------- -------------
<S> <C> <C> <C> <C>
INTEREST-BEARING CASH
79,797.0850 DREYFUS CASH MGMT PLUS INSTL SH 79,797.08 1.0000 79,797.08 0.00
TOTAL INTEREST-BEARING CASH 79,797.08 79,797.08 0.00
CORPORATE STOCK - COMMON
4,561.0000 SEAGRAM LTD COM 152,269.41 38.0000 173,318.00 21,048.59
TOTAL CORPORATE STOCK - COMMON 152,269.41 173,318.00 21,048.59
LOANS TO PARTICIPANTS - OTHER
12,155.1200 LOANS TO PARTICIPANTS 12,155.12 100.0000 12,155.12 0.00
TOTAL LOANS TO PARTICIPANTS - OTHER 12,155.12 12,155.12 0.00
COMMON/COLLECTIVE TRUST
1,666.5200 TBC INC POOLED EMPLOYEE FUNDS 1,666.52 1.0000 1,666.52 0.00
DAILY LIQUIDITY FUND
66,476.9000 CERTUS STABLE VALUE SER 'I' FD 66,476.90 1.0000 66,476.90 0.00
TOTAL COMMON/COLLECTIVE TRUST 68,143.42 68,143.42 0.00
REGISTERED INVESTMENT COMPANIES
6,269.3350 DREYFUS A BONDS PLUS INC. 91,025.84 14.0000 87,770.69 3,255.15-
27,677.6370 DREYFUS/LAUREL FDS INC. S&P 500 594,304.24 25.8700 716,020.47 121,716.23
STK INDEX FD TR SHS
9,620.9720 DREYFUS/LAUREL DISC STK FD R 319,634.53 37.4600 360,401.61 19,737.90
6,542.2620 WARBURG PINCUS EMERGING 241,756.31 39.9700 261,494.21 40,767.08
GROWTH FD
TOTAL REGISTERED INVESTMENT COMPANIES 1,256,720.92 1,425,686.98 178,966.06
GRAND TOTAL 1,559,085.95 1,759,100.60 200,014.65
</TABLE>
<PAGE> 17
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C>
FC 58.55 DREYFUS A BONDS PLUS INC. .00 859.59 .00 .00 .00
B 7.08 DREYFUS A BONDS PLUS INC. .00 105.60 .00 .00 .00
B 8.15 DREYFUS A BONDS PLUS INC. .00 121.84 .00 .00 .00
B 54.28 DREYFUS A BONDS PLUS INC. .00 807.70 .00 .00 .00
B 54.39 DREYFUS A BONDS PLUS INC. .00 804.49 .00 .00 .00
B 36.24 DREYFUS A BONDS PLUS INC. .00 538.97 .00 .00 .00
B 12.77 DREYFUS A BONDS PLUS INC. .00 188.51 .00 .00 .00
B 3.96 DREYFUS A BONDS PLUS INC. .00 58.44 .00 .00 .00
B 37.32 DREYFUS A BONDS PLUS INC. .00 553.10 .00 .00 .00
B 109.69 DREYFUS A BONDS PLUS INC. .00 1,627.86 .00 .00 .00
S 1.42 DREYFUS A BONDS PLUS INC. .00 .00 21.18 20.68 .50
B 75.06 DREYFUS A BONDS PLUS INC. .00 1,107.22 .00 .00 .00
B 13.29 DREYFUS A BONDS PLUS INC. .00 194.88 .00 .00 .00
B 60.42 DREYFUS A BONDS PLUS INC. .00 884.56 .00 .00 .00
B 66.40 DREYFUS A BONDS PLUS INC. .00 973.56 .00 .00 .00
B 68.93 DREYFUS A BONDS PLUS INC. .00 1,018.81 .00 .00 .00
B 60.78 DREYFUS A BONDS PLUS INC. .00 899.61 .00 .00 .00
B 15.59 DREYFUS A BONDS PLUS INC. .00 229.43 .00 .00 .00
B 64.48 DREYFUS A BONDS PLUS INC. .00 948.59 .00 .00 .00
B 70.00 DREYFUS A BONDS PLUS INC. .00 1,031.23 .00 .00 .00
B 61.54 DREYFUS A BONDS PLUS INC. .00 906.55 .00 .00 .00
B 62.37 DREYFUS A BONDS PLUS INC. .00 919.42 .00 .00 .00
S 74.77 DREYFUS A BONDS PLUS INC. .00 .00 1,099.99 1,088.09 11.90
B 58.29 DREYFUS A BONDS PLUS INC. .00 853.47 .00 .00 .00
B 16.73 DREYFUS A BONDS PLUS INC. .00 245.43 .00 .00 .00
B 59.79 DREYFUS A BONDS PLUS INC. .00 876.57 .00 .00 .00
S 9.54 DREYFUS A BONDS PLUS INC. .00 .00 139.60 138.99 .61
B 66.87 DREYFUS A BONDS PLUS INC. .00 982.43 .00 .00 .00
B 62.21 DREYFUS A BONDS PLUS INC. .00 917.00 .00 .00 .00
B 65.65 DREYFUS A BONDS PLUS INC. .00 971.05 .00 .00 .00
B 17.45 DREYFUS A BONDS PLUS INC. .00 257.64 .00 .00 .00
B 69.49 DREYFUS A BONDS PLUS INC. .00 1,025.73 .00 .00 .00
B 70.95 DREYFUS A BONDS PLUS INC. .00 1,046.55 .00 .00 .00
B 45.55 DREYFUS A BONDS PLUS INC. .00 677.85 .00 .00 .00
B 74.28 DREYFUS A BONDS PLUS INC. .00 1,100.97 .00 .00 .00
B 73.43 DREYFUS A BONDS PLUS INC. .00 1,090.55 .00 .00 .00
B 18.59 DREYFUS A BONDS PLUS INC. .00 275.06 .00 .00 .00
B 75.43 DREYFUS A BONDS PLUS INC. .00 1,117.15 .00 .00 .00
B 73.39 DREYFUS A BONDS PLUS INC. .00 1,084.80 .00 .00 .00
S 16.29 DREYFUS A BONDS PLUS INC. .00 .00 241.23 237.88 3.35
B 61.44 DREYFUS A BONDS PLUS INC. .00 909.35 .00 .00 .00
B 64.17 DREYFUS A BONDS PLUS INC. .00 951.04 .00 .00 .00
B 20.78 DREYFUS A BONDS PLUS INC. .00 307.05 .00 .00 .00
B 147.94 DREYFUS A BONDS PLUS INC. .00 2,185.18 .00 .00 .00
S 33.12 DREYFUS A BONDS PLUS INC. .00 .00 489.95 483.92 6.03
B 4.30 DREYFUS A BONDS PLUS INC. .00 63.52 .00 .00 .00
B 87.94 DREYFUS A BONDS PLUS INC. .00 1,297.15 .00 .00 .00
B 35.14 DREYFUS A BONDS PLUS INC. .00 519.03 .00 .00 .00
B 66.07 DREYFUS A BONDS PLUS INC. .00 969.38 .00 .00 .00
B 21.21 DREYFUS A BONDS PLUS INC. .00 311.68 .00 .00 .00
B 74.85 DREYFUS A BONDS PLUS INC. .00 1,101.81 .00 .00 .00
B 72.17 DREYFUS A BONDS PLUS INC. .00 1,055.86 .00 .00 .00
B 75.34 DREYFUS A BONDS PLUS INC. .00 1,109.12 .00 .00 .00
B 21.25 DREYFUS A BONDS PLUS INC. .00 314.16 .00 .00 .00
B 1.70 DREYFUS A BONDS PLUS INC. .00 25.14 .00 .00 .00
B 77.48 DREYFUS A BONDS PLUS INC. .00 1,145.28 .00 .00 .00
B 67.97 DREYFUS A BONDS PLUS INC. .00 1,010.72 .00 .00 .00
B 68.17 DREYFUS A BONDS PLUS INC. .00 964.05 .00 .00 .00
B 66.71 DREYFUS A BONDS PLUS INC. .00 957.40 .00 .00 .00
B 70.81 DREYFUS A BONDS PLUS INC. .00 1,011.20 .00 .00 .00
B 25.59 DREYFUS A BONDS PLUS INC. .00 360.61 .00 .00 .00
B 77.04 DREYFUS A BONDS PLUS INC. .00 1,085.01 .00 .00 .00
</TABLE>
<PAGE> 18
2
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C>
B 77.60 DREYFUS A BONDS PLUS INC. .00 1,088.62 .00 .00 .00
S 20.37 DREYFUS A BONDS PLUS INC. .00 .00 286.90 297.30 10.40-
B 122.16 DREYFUS A BONDS PLUS INC. .00 1,718.91 .00 .00 .00
B 93.87 DREYFUS A BONDS PLUS INC. .00 1,329.30 .00 .00 .00
B 28.40 DREYFUS A BONDS PLUS INC. .00 399.62 .00 .00 .00
B 179.76 DREYFUS A BONDS PLUS INC. .00 2,576.01 .00 .00 .00
B 103.62 DREYFUS A BONDS PLUS INC. .00 1,458.04 .00 .00 .00
B 73.04 DREYFUS A BONDS PLUS INC. .00 1,031.36 .00 .00 .00
B 73.33 DREYFUS A BONDS PLUS INC. .00 1,934.68 .00 .00 .00
B 89.10 DREYFUS A BONDS PLUS INC. .00 1,253.64 .00 .00 .00
B 31.04 DREYFUS A BONDS PLUS INC. .00 431.23 .00 .00 .00
B 75.30 DREYFUS A BONDS PLUS INC. .00 1,054.22 .00 .00 .00
B 187.76 DREYFUS CASH MGMT PLUS CL A .00 187.76 .00 .00 .00
FC 48.71 DREYFUS CASH MGMT PLUS CL A .00 .00 48.71 48.71 .00
B 255.41 DREYFUS CASH MGMT PLUS CL A .00 255.41 .00 .00 .00
S 1,955.91 DREYFUS CASH MGMT PLUS CL A .00 .00 1,955.91 1,955.91 .00
S 878.51 DREYFUS CASH MGMT PLUS CL A .00 .00 878.51 878.51 .00
B 950.29 DREYFUS CASH MGMT PLUS CL A .00 950.29 .00 .00 .00
B 908.37 DREYFUS CASH MGMT PLUS CL A .00 908.37 .00 .00 .00
B 187.34 DREYFUS CASH MGMT PLUS CL A .00 187.34 .00 .00 .00
B 645.52 DREYFUS CASH MGMT PLUS CL A .00 645.52 .00 .00 .00
S 690.84 DREYFUS CASH MGMT PLUS CL A .00 .00 690.84 690.84 .00
B 1,780.97 DREYFUS CASH MGMT PLUS CL A .00 1,780.97 .00 .00 .00
B 18.14 DREYFUS CASH MGMT PLUS CL A .00 18.14 .00 .00 .00
B 901.83 DREYFUS CASH MGMT PLUS CL A .00 901.83 .00 .00 .00
B 178.28 DREYFUS CASH MGMT PLUS CL A .00 178.28 .00 .00 .00
S .94 DREYFUS CASH MGMT PLUS CL A .00 .00 .94 .94 .00
B 919.65 DREYFUS CASH MGMT PLUS CL A .00 919.65 .00 .00 .00
B 916.20 DREYFUS CASH MGMT PLUS CL A .00 916.20 .00 .00 .00
S 754.88 DREYFUS CASH MGMT PLUS CL A .00 .00 754.88 754.88 .00
B 935.35 DREYFUS CASH MGMT PLUS CL A .00 935.35 .00 .00 .00
B 935.60 DREYFUS CASH MGMT PLUS CL A .00 935.60 .00 .00 .00
B 2,457.72 DREYFUS CASH MGMT PLUS CL A .00 2,457.72 .00 .00 .00
B 216.95 DREYFUS CASH MGMT PLUS CL A .00 216.95 .00 .00 .00
B 844.50 DREYFUS CASH MGMT PLUS CL A .00 844.50 .00 .00 .00
B 1,030.33 DREYFUS CASH MGMT PLUS CL A .00 1,030.33 .00 .00 .00
S 3,041.63 DREYFUS CASH MGMT PLUS CL A .00 .00 3,041.63 3,041.63 .00
B 880.73 DREYFUS CASH MGMT PLUS CL A .00 880.73 .00 .00 .00
B 866.15 DREYFUS CASH MGMT PLUS CL A .00 866.15 .00 .00 .00
B 847.17 DREYFUS CASH MGMT PLUS CL A .00 847.17 .00 .00 .00
B 863.56 DREYFUS CASH MGMT PLUS CL A .00 863.56 .00 .00 .00
B 231.29 DREYFUS CASH MGMT PLUS CL A .00 231.29 .00 .00 .00
S 11.18 DREYFUS CASH MGMT PLUS CL A .00 .00 11.18 11.18 .00
B 884.29 DREYFUS CASH MGMT PLUS CL A .00 884.29 .00 .00 .00
S 62.28 DREYFUS CASH MGMT PLUS CL A .00 .00 62.28 62.28 .00
B 980.87 DREYFUS CASH MGMT PLUS CL A .00 980.87 .00 .00 .00
B 806.65 DREYFUS CASH MGMT PLUS CL A .00 806.65 .00 .00 .00
B 889.68 DREYFUS CASH MGMT PLUS CL A .00 889.68 .00 .00 .00
B 251.65 DREYFUS CASH MGMT PLUS CL A .00 251.65 .00 .00 .00
B 867.75 DREYFUS CASH MGMT PLUS CL A .00 867.75 .00 .00 .00
B 938.12 DREYFUS CASH MGMT PLUS CL A .00 938.12 .00 .00 .00
S 1,505.58 DREYFUS CASH MGMT PLUS CL A .00 .00 1,505.58 1,505.58 .00
B 842.76 DREYFUS CASH MGMT PLUS CL A .00 842.76 .00 .00 .00
B 1,054.41 DREYFUS CASH MGMT PLUS CL A .00 1,054.41 .00 .00 .00
B 251.90 DREYFUS CASH MGMT PLUS CL A .00 251.90 .00 .00 .00
B 3,873.17 DREYFUS CASH MGMT PLUS CL A .00 3,873.17 .00 .00 .00
B 896.18 DREYFUS CASH MGMT PLUS CL A .00 896.18 .00 .00 .00
B 962.03 DREYFUS CASH MGMT PLUS CL A .00 962.03 .00 .00 .00
S 286.04 DREYFUS CASH MGMT PLUS CL A .00 .00 286.04 286.04 .00
S 3,925.42 DREYFUS CASH MGMT PLUS .00 .00 3,925.42 3,925.42 .00
INSTL SH
B 881.45 DREYFUS CASH MGMT PLUS .00 881.45 .00 .00 .00
INSTL SH
B 3,855.35 DREYFUS CASH MGMT PLUS .00 3,855.35 .00 .00 .00
INSTL SH
B 815.66 DREYFUS CASH MGMT PLUS .00 815.66 .00 .00 .00
INSTL SH
B 287.32 DREYFUS CASH MGMT PLUS .00 287.32 .00 .00 .00
INSTL SH
</TABLE>
<PAGE> 19
3
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C>
B 2,041.50 DREYFUS CASH MGMT PLUS .00 2,041.50 .00 .00 .00
INSTL SH
B 805.56 DREYFUS CASH MGMT PLUS .00 805.56 .00 .00 .00
INSTL SH
B 460.10 DREYFUS CASH MGMT PLUS .00 460.10 .00 .00 .00
INSTL SH
B 313.82 DREYFUS CASH MGMT PLUS .00 313.82 .00 .00 .00
INSTL SH
B 838.80 DREYFUS CASH MGMT PLUS .00 838.80 .00 .00 .00
INSTL SH
S 1,260.34 DREYFUS CASH MGMT PLUS .00 .00 1,260.34 1,260.34 .00
INSTL SH
B 887.02 DREYFUS CASH MGMT PLUS .00 887.02 .00 .00 .00
INSTL SH
B 872.32 DREYFUS CASH MGMT PLUS .00 872.32 .00 .00 .00
INSTL SH
B 824.55 DREYFUS CASH MGMT PLUS .00 824.55 .00 .00 .00
INSTL SH
B 315.08 DREYFUS CASH MGMT PLUS .00 315.08 .00 .00 .00
INSTL SH
B 827.28 DREYFUS CASH MGMT PLUS .00 827.28 .00 .00 .00
INSTL SH
B 863.79 DREYFUS CASH MGMT PLUS .00 863.79 .00 .00 .00
INSTL SH
S 1,062.65 DREYFUS CASH MGMT PLUS .00 .00 1,062.65 1,062.65 .00
INSTL SH
B 848.17 DREYFUS CASH MGMT PLUS .00 848.17 .00 .00 .00
INSTL SH
B 906.56 DREYFUS CASH MGMT PLUS .00 906.56 .00 .00 .00
INSTL SH
B 912.57 DREYFUS CASH MGMT PLUS .00 912.57 .00 .00 .00
INSTL SH
B 325.30 DREYFUS CASH MGMT PLUS .00 325.30 .00 .00 .00
INSTL SH
B 865.99 DREYFUS CASH MGMT PLUS .00 865.99 .00 .00 .00
INSTL SH
B 855.65 DREYFUS CASH MGMT PLUS .00 855.65 .00 .00 .00
INSTL SH
S 293.21 DREYFUS CASH MGMT PLUS .00 .00 293.21 293.21 .00
INSTL SH
B 285.37 DREYFUS CASH MGMT PLUS .00 285.37 .00 .00 .00
INSTL SH
B 1,050.61 DREYFUS CASH MGMT PLUS .00 1,050.61 .00 .00 .00
INSTL SH
B 321.96 DREYFUS CASH MGMT PLUS .00 321.96 .00 .00 .00
INSTL SH
B 1,217.50 DREYFUS CASH MGMT PLUS .00 1,217.50 .00 .00 .00
INSTL SH
S 3,733.22 DREYFUS CASH MGMT PLUS .00 .00 3,733.22 3,733.22 .00
INSTL SH
B 821.12 DREYFUS CASH MGMT PLUS .00 821.12 .00 .00 .00
INSTL SH
B 1,003.49 DREYFUS CASH MGMT PLUS .00 1,003.49 .00 .00 .00
INSTL SH
B 1,120.21 DREYFUS CASH MGMT PLUS .00 1,120.21 .00 .00 .00
INSTL SH
B 758.76 DREYFUS CASH MGMT PLUS .00 758.76 .00 .00 .00
INSTL SH
B 330.05 DREYFUS CASH MGMT PLUS .00 330.05 .00 .00 .00
INSTL SH
FC 246.76 DREYFUS BASIC S&P 500 STK IND .00 5,075.92 .00 .00 .00
FUND
B 69.21 DREYFUS BASIC S&P 500 STK IND .00 1,403.05 .00 .00 .00
FUND
B 294.21 DREYFUS BASIC S&P 500 STK IND .00 5,860.70 .00 .00 .00
FUND
B 188.85 DREYFUS BASIC S&P 500 STK IND .00 3,812.97 .00 .00 .00
FUND
</TABLE>
<PAGE> 20
4
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C>
B 43.25 DREYFUS BASIC S&P 500 STK IND .00 878.51 .00 .00 .00
FUND
B 281.84 DREYFUS BASIC S&P 500 STK IND .00 5,746.72 .00 .00 .00
FUND
B 286.68 DREYFUS BASIC S&P 500 STK IND .00 5,819.64 .00 .00 .00
FUND
B 269.33 DREYFUS BASIC S&P 500 STK IND .00 5,602.23 .00 .00 .00
FUND
B 2.74 DREYFUS BASIC S&P 500 STK IND .00 58.43 .00 .00 .00
FUND
B 32.20 DREYFUS BASIC S&P 500 STK IND .00 690.84 .00 .00 .00
FUND
B 592.85 DREYFUS BASIC S&P 500 STK IND .00 12,841.28 .00 .00 .00
FUND
S 11.29 DREYFUS BASIC S&P 500 STK IND .00 .00 246.71 219.03 27.68
FUND
B 265.69 DREYFUS BASIC S&P 500 STK IND .00 5,816.09 .00 .00 .00
FUND
S 17.18 DREYFUS BASIC S&P 500 STK IND .00 .00 382.94 333.91 49.03
FUND
B 260.67 DREYFUS BASIC S&P 500 STK IND .00 5,800.05 .00 .00 .00
FUND
B 274.37 DREYFUS BASIC S&P 500 STK IND .00 6,156.88 .00 .00 .00
FUND
S 37.93 DREYFUS BASIC S&P 500 STK IND .00 .00 871.37 741.27 130.10
FUND
B 272.10 DREYFUS BASIC S&P 500 STK IND .00 6,280.27 .00 .00 .00
FUND
B 266.87 DREYFUS BASIC S&P 500 STK IND .00 6,274.28 .00 .00 .00
FUND
S 105.03 DREYFUS BASIC S&P 500 STK IND .00 .00 2,457.72 2,066.14 391.58
FUND
B 256.87 DREYFUS BASIC S&P 500 STK IND .00 6,051.92 .00 .00 .00
FUND
S 43.25 DREYFUS BASIC S&P 500 STK IND .00 .00 1,030.33 853.67 176.66
FUND
B 127.37 DREYFUS BASIC S&P 500 STK IND .00 3,041.63 .00 .00 .00
FUND
B 205.08 DREYFUS BASIC S&P 500 STK IND .00 4,805.14 .00 .00 .00
FUND
B 266.12 DREYFUS BASIC S&P 500 STK IND .00 6,317.90 .00 .00 .00
FUND
B 228.52 DREYFUS BASIC S&P 500 STK IND .00 5,461.78 .00 .00 .00
FUND
S 243.76 DREYFUS BASIC S&P 500 STK IND .00 .00 5,862.47 4,860.10 1,002.37
FUND
B 242.36 DREYFUS BASIC S&P 500 STK IND .00 5,601.11 .00 .00 .00
FUND
B 39.02 DREYFUS BASIC S&P 500 STK IND .00 901.04 .00 .00 .00
FUND
S .21 DREYFUS BASIC S&P 500 STK IND .00 .00 5.00 4.22 .78
FUND
B 259.36 DREYFUS BASIC S&P 500 STK IND .00 6,157.21 .00 .00 .00
FUND
B 63.99 DREYFUS BASIC S&P 500 STK IND .00 1,498.05 .00 .00 .00
FUND
B 2.65 DREYFUS BASIC S&P 500 STK IND .00 62.28 .00 .00 .00
FUND
B 260.03 DREYFUS BASIC S&P 500 STK IND .00 6,170.58 .00 .00 .00
FUND
B 264.34 DREYFUS BASIC S&P 500 STK IND .00 6,275.57 .00 .00 .00
FUND
B 306.06 DREYFUS BASIC S&P 500 STK IND .00 7,091.50 .00 .00 .00
FUND
B 278.83 DREYFUS BASIC S&P 500 STK IND .00 6,455.05 .00 .00 .00
FUND
B 267.84 DREYFUS BASIC S&P 500 STK IND .00 6,358.61 .00 .00 .00
FUND
</TABLE>
<PAGE> 21
5
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C>
B 400.36 DREYFUS BASIC S&P 500 STK IND .00 9,152.44 .00 .00 .00
FUND
B 268.46 DREYFUS BASIC S&P 500 STK IND .00 6,456.63 .00 .00 .00
FUND
B 283.55 DREYFUS BASIC S&P 500 STK IND .00 6,827.89 .00 .00 .00
FUND
S 159.06 DREYFUS BASIC S&P 500 STK IND .00 .00 3,873.17 3,258.87 614.30
FUND
B 275.41 DREYFUS BASIC S&P 500 STK IND .00 6,824.71 .00 .00 .00
FUND
B 262.30 DREYFUS BASIC S&P 500 STK IND .00 6,562.81 .00 .00 .00
FUND
S 4.79 DREYFUS BASIC S&P 500 STK IND .00 .00 119.77 98.89 20.88
FUND
B 155.70 DREYFUS/LAUREL FDS INC S&P .00 3,925.42 .00 .00 .00
500 STK INDEX FD TR SHS
B 268.66 DREYFUS/LAUREL FDS INC S&P .00 6,759.70 .00 .00 .00
500 STK INDEX FD TR SHS
S 155.70 DREYFUS/LAUREL FDS INC S&P .00 .00 3,855.35 3,224.38 630.97
500 STK INDEX FD TR SHS
B 285.33 DREYFUS/LAUREL FDS INC S&P .00 6,916.59 .00 .00 .00
500 STK INDEX FD TR SHS
B 109.37 DREYFUS/LAUREL FDS INC S&P .00 2,605.29 .00 .00 .00
500 STK INDEX FD TR SHS
B 498.75 DREYFUS/LAUREL FDS INC S&P .00 11,511.28 .00 .00 .00
500 STK INDEX FD TR SHS
B 78.32 DREYFUS/LAUREL FDS INC S&P .00 1,807.76 .00 .00 .00
500 STK INDEX FD TR SHS
B 295.32 DREYFUS/LAUREL FDS INC S&P .00 6,872.22 .00 .00 .00
500 STK INDEX FD TR SHS
B 323.31 DREYFUS/LAUREL FDS INC S&P .00 7,429.73 .00 .00 .00
500 STK INDEX FD TR SHS
B 310.99 DREYFUS/LAUREL FDS INC S&P .00 6,530.97 .00 .00 .00
500 STK INDEX FD TR SHS
B 123.00 DREYFUS/LAUREL FDS INC S&P .00 2,539.94 .00 .00 .00
500 STK INDEX FD TR SHS
B 59.06 DREYFUS/LAUREL FDS INC S&P .00 1,260.34 .00 .00 .00
500 STK INDEX FD TR SHS
B 355.07 DREYFUS/LAUREL FDS INC S&P .00 7,378.38 .00 .00 .00
500 STK INDEX FD TR SHS
B 2.51 DREYFUS/LAUREL FDS INC S&P .00 54.90 .00 .00 .00
500 STK INDEX FD TR SHS
B 315.86 DREYFUS/LAUREL FDS INC S&P .00 6,952.08 .00 .00 .00
500 STK INDEX FD TR SHS
B 305.16 DREYFUS/LAUREL FDS INC S&P .00 6,628.17 .00 .00 .00
500 STK INDEX FD TR SHS
B 304.02 DREYFUS/LAUREL FDS INC S&P .00 6,472.77 .00 .00 .00
500 STK INDEX FD TR SHS
B 316.11 DREYFUS/LAUREL FDS INC S&P .00 6,635.19 .00 .00 .00
500 STK INDEX FD TR SHS
B 12.15 DREYFUS/LAUREL FDS INC S&P .00 247.79 .00 .00 .00
500 STK INDEX FD TR SHS
S 1.64 DREYFUS/LAUREL FDS INC S&P .00 .00 34.34 34.38 .04-
500 STK INDEX FD TR SHS
S 227.58 DREYFUS/LAUREL FDS INC S&P .00 .00 4,822.47 4,764.68 57.79
500 STK INDEX FD TR SHS
B 341.27 DREYFUS/LAUREL FDS INC S&P .00 7,211.12 .00 .00 .00
500 STK INDEX FD TR SHS
S 19.13 DREYFUS/LAUREL FDS INC S&P .00 .00 429.49 400.75 28.74
500 STK INDEX FD TR SHS
B 321.95 DREYFUS/LAUREL FDS INC S&P .00 7,276.23 .00 .00 .00
500 STK INDEX FD TR SHS
B 297.62 DREYFUS/LAUREL FDS INC S&P .00 6,735.21 .00 .00 .00
500 STK INDEX FD TR SHS
S 37.21 DREYFUS/LAUREL FDS INC S&P .00 .00 868.56 780.80 87.76
500 STK INDEX FD TR SHS
B 2.79 DREYFUS/LAUREL FDS INC S&P .00 65.97 .00 .00 .00
500 STK INDEX FD TR SHS
</TABLE>
<PAGE> 22
6
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C>
B 281.05 DREYFUS/LAUREL FDS INC S&P .00 6,632.87 .00 .00 .00
500 STK INDEX FD TR SHS
B 2.72 DREYFUS/LAUREL FDS INC S&P .00 66.11 .00 .00 .00
500 STK INDEX FD TR SHS
B 81.49 DREYFUS/LAUREL FDS INC S&P .00 1,950.92 .00 .00 .00
500 STK INDEX FD TR SHS
B 301.65 DREYFUS/LAUREL FDS INC S&P .00 7,221.65 .00 .00 .00
500 STK INDEX FD TR SHS
S 7.48 DREYFUS/LAUREL FDS INC S&P .00 .00 178.69 157.71 20.98
500 STK INDEX FD TR SHS
B 529.05 DREYFUS/LAUREL FDS INC S&P .00 12,734.37 .00 .00 .00
500 STK INDEX FD TR SHS
B 322.54 DREYFUS/LAUREL FDS INC S&P .00 8,121.66 .00 .00 .00
500 STK INDEX FD TR SHS
S 9.01 DREYFUS/LAUREL FDS INC S&P .00 .00 222.28 190.85 31.43
500 STK INDEX FD TR SHS
B 325.31 DREYFUS/LAUREL FDS INC S&P .00 8,103.48 .00 .00 .00
500 STK INDEX FD TR SHS
B 150.35 DREYFUS/LAUREL FDS INC S&P .00 3,733.22 .00 .00 .00
500 STK INDEX FD TR SHS
B 280.24 DREYFUS/LAUREL FDS INC S&P .00 7,020.17 .00 .00 .00
500 STK INDEX FD TR SHS
B 94.41 DREYFUS/LAUREL FDS INC S&P .00 2,368.76 .00 .00 .00
500 STK INDEX FD TR SHS
B 328.01 DREYFUS/LAUREL FDS INC S&P .00 7,937.92 .00 .00 .00
500 STK INDEX FD TR SHS
S 10.62 DREYFUS/LAUREL FDS INC S&P .00 .00 261.99 226.61 35.38
500 STK INDEX FD TR SHS
B 92.89 DREYFUS/LAUREL FDS INC S&P .00 2,340.94 .00 .00 .00
500 STK INDEX FD TR SHS
B 413.45 DREYFUS/LAUREL FDS INC S&P .00 10,551.37 .00 .00 .00
500 STK INDEX FD TR SHS
B 155.04 DREYFUS/LAUREL FDS INC S&P .00 3,922.59 .00 .00 .00
500 STK INDEX FD TR SHS
B 189.78 DREYFUS/LAUREL FDS INC S&P .00 4,909.75 .00 .00 .00
500 STK INDEX FD TR SHS
FC 85.26 DREYFUS DISCIPLINED STK FD .00 2,653.51 .00 .00 .00
CL R
B 26.58 DREYFUS DISCIPLINED STK FD .00 810.66 .00 .00 .00
CL R
S 56.13 DREYFUS DISCIPLINED STK FD .00 .00 1,674.46 1,755.26 80.80
CL R
B 38.89 DREYFUS DISCIPLINED STK FD .00 1,178.95 .00 .00 .00
CL R
B 100.15 DREYFUS DISCIPLINED STK FD .00 3,069.69 .00 .00 .00
CL R
B 105.60 DREYFUS DISCIPLINED STK FD .00 3,228.31 .00 .00 .00
CL R
B 98.87 DREYFUS DISCIPLINED STK FD .00 3,108.62 .00 .00 .00
CL R
S 3.62 DREYFUS DISCIPLINED STK FD .00 .00 116.87 113.30 3.57
CL R
B 189.38 DREYFUS DISCIPLINED STK FD .00 6,200.33 .00 .00 .00
CL R
B 2.07 DREYFUS DISCIPLINED STK FD .00 .00 68.42 64.81 3.61
CL R
B 89.16 DREYFUS DISCIPLINED STK FD .00 2,955.07 .00 .00 .00
CL R
B 110.39 DREYFUS DISCIPLINED STK FD .00 3,725.71 .00 .00 .00
CL R
B 99.59 DREYFUS DISCIPLINED STK FD .00 3,392.02 .00 .00 .00
CL R
S 25.17 DREYFUS DISCIPLINED STK FD .00 .00 878.75 790.95 87.80
CL R
B 95.31 DREYFUS DISCIPLINED STK FD .00 3,344.67 .00 .00 .00
CL R
B 87.98 DREYFUS DISCIPLINED STK FD .00 3,138.39 .00 .00 .00
CL R
</TABLE>
<PAGE> 23
7
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C>
B 85.11 DREYFUS DISCIPLINED STK FD .00 3,050.67 .00 .00 .00
CL R
B 130.45 DREYFUS DISCIPLINED STK FD .00 4,654.55 .00 .00 .00
CL R
B 87.83 DREYFUS DISCIPLINED STK FD .00 3,174.24 .00 .00 .00
CL R
B 6.02 DREYFUS DISCIPLINED STK FD .00 219.32 .00 .00 .00
CL R
B 85.61 DREYFUS DISCIPLINED STK FD .00 3,118.01 .00 .00 .00
CL R
S 161.52 DREYFUS DISCIPLINED STK FD .00 .00 5,924.73 5,142.52 782.21
CL R
B 82.35 DREYFUS DISCIPLINED STK FD .00 2,897.99 .00 .00 .00
CL R
S .22 DREYFUS DISCIPLINED STK FD .00 .00 8.26 7.30 .96
CL R
B 6.31 DREYFUS DISCIPLINED STK FD .00 230.07 .00 .00 .00
CL R
B 90.39 DREYFUS DISCIPLINED STK FD .00 3,279.34 .00 .00 .00
CL R
B 5.94 DREYFUS DISCIPLINED STK FD .00 213.47 .00 .00 .00
CL R
B 1.73 DREYFUS DISCIPLINED STK FD .00 62.30 .00 .00 .00
CL R
B 88.95 DREYFUS DISCIPLINED STK FD .00 3,219.27 .00 .00 .00
CL R
B 88.58 DREYFUS DISCIPLINED STK FD .00 3,218.19 .00 .00 .00
CL R
B 96.82 DREYFUS DISCIPLINED STK FD .00 3,423.82 .00 .00 .00
CL R
B 82.60 DREYFUS DISCIPLINED STK FD .00 2,909.36 .00 .00 .00
CL R
B 90.24 DREYFUS DISCIPLINED STK FD .00 3,261.52 .00 .00 .00
CL R
B 152.38 DREYFUS DISCIPLINED STK FD .00 5,299.86 .00 .00 .00
CL R
B 88.11 DREYFUS DISCIPLINED STK FD .00 3,216.16 .00 .00 .00
CL R
B 100.53 DREYFUS DISCIPLINED STK FD .00 3,679.71 .00 .00 .00
CL R
B 88.47 DREYFUS DISCIPLINED STK FD .00 3,235.88 .00 .00 .00
CL R
B 96.38 DREYFUS DISCIPLINED STK FD .00 3,665.38 .00 .00 .00
CL R
S 3.47 DREYFUS DISCIPLINED STK FD .00 .00 131.83 113.11 18.72
CL R
B 86.31 DREYFUS & LAUREL FDS INC. .00 3,299.98 .00 .00 .00
DISCIPL STK FD CL R
B 93.21 DREYFUS/LAUREL DISC STK FD R .00 3,418.24 .00 .00 .00
B 18.20 DREYFUS/LAUREL DISC STK FD R .00 631.28 .00 .00 .00
B 175.61 DREYFUS/LAUREL DISC STK FD R .00 6,090.39 .00 .00 .00
S 15.16 DREYFUS/LAUREL DISC STK FD R .00 .00 512.06 496.03 16.03
S 3.68 DREYFUS/LAUREL DISC STK FD R .00 .00 127.05 120.68 6.37
B 128.02 DREYFUS/LAUREL DISC STK FD R .00 4,471.84 .00 .00 .00
B 94.84 DREYFUS/LAUREL DISC STK FD R .00 3,252.23 .00 .00 .00
B 101.02 DREYFUS/LAUREL DISC STK FD R .00 3,157.03 .00 .00 .00
S 82.78 DREYFUS/LAUREL DISC STK FD R .00 .00 2,539.94 2,711.32 171.38
B 108.79 DREYFUS/LAUREL DISC STK FD R .00 3,354.23 .00 .00 .00
S 1.69 DREYFUS/LAUREL DISC STK FD R .00 .00 54.90 55.47 .57
B 107.20 DREYFUS/LAUREL DISC STK FD R .00 3,500.23 .00 .00 .00
B 106.86 DREYFUS/LAUREL DISC STK FD R .00 3,434.73 .00 .00 .00
B 105.38 DREYFUS/LAUREL DISC STK FD R .00 3,321.87 .00 .00 .00
B 108.16 DREYFUS/LAUREL DISC STK FD R .00 3,344.37 .00 .00 .00
S 68.00 DREYFUS/LAUREL DISC STK FD R .00 .00 2,060.39 2,221.94 161.55
S 8.29 DREYFUS/LAUREL DISC STK FD R .00 .00 247.79 270.98 23.19
B 114.68 DREYFUS/LAUREL DISC STK FD R .00 3,570.27 .00 .00 .00
S 3.90 DREYFUS/LAUREL DISC STK FD R .00 .00 129.44 127.35 2.09
B 99.13 DREYFUS/LAUREL DISC STK FD R .00 3,310.11 .00 .00 .00
B 82.17 DREYFUS/LAUREL DISC STK FD R .00 2,761.03 .00 .00 .00
</TABLE>
<PAGE> 24
8
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
<S> <C> <C> <C> <C> <C> <C> <C>
S 67.58 DREYFUS/LAUREL DISC STK FD R .00 00 2,343.88 2,208.17 135.71
S 1.88 DREYFUS/LAUREL DISC STK FD R .00 .00 65.97 61.49 4.48
B 88.07 DREYFUS/LAUREL DISC STK FD R .00 3,083.36 .00 .00 .00
B 8.77 DREYFUS/LAUREL DISC STK FD R .00 312.50 .00 .00 .00
S 1.84 DREYFUS/LAUREL DISC STK FD R .00 .00 66.11 60.16 5.95
B 89.74 DREYFUS/LAUREL DISC STK FD R .00 3,194.78 .00 .00 .00
S 4.85 DREYFUS/LAUREL DISC STK FD R .00 .00 172.14 158.81 13.33
B 99.06 DREYFUS/LAUREL DISC STK FD R .00 3,543.51 .00 .00 .00
B 94.70 DREYFUS/LAUREL DISC STK FD R .00 3,551.32 .00 .00 .00
S 5.95 DREYFUS/LAUREL DISC STK FD R .00 .00 217.83 195.32 22.51
B 94.32 DREYFUS/LAUREL DISC STK FD R .00 3,491.80 .00 .00 .00
B 86.02 DREYFUS/LAUREL DISC STK FD R .00 3,200.12 .00 .00 .00
S 63.59 DREYFUS/LAUREL DISC STK FD R .00 .00 2,368.76 2,092.34 276.42
B 90.93 DREYFUS/LAUREL DISC STK FD R .00 3,272.65 .00 .00 .00
S 6.98 DREYFUS/LAUREL DISC STK FD R .00 .00 256.37 230.18 26.19
B 62.39 DREYFUS/LAUREL DISC STK FD R .00 2,340.94 .00 .00 .00
B 121.74 DREYFUS/LAUREL DISC STK FD R .00 4,637.19 .00 .00 .00
B 85.70 DREYFUS/LAUREL DISC STK FD R .00 3,210.44 .00 .00 .00
FC 88.00 SEAGRAM LTD COM 5.28 2,700.28 .00 .00 .00
FC 44.00 SEAGRAM LTD COM 2.64 1,432.64 .00 .00 .00
B 10.00 SEAGRAM LTD COM .60 326.85 .00 .00 .00
B 13.00 SEAGRAM LTD COM .78 440.34 .00 .00 .00
B 39.00 SEAGRAM LTD COM 2.34 1,335.65 .00 .00 .00
B 44.00 SEAGRAM LTD COM 2.64 1,484.89 .00 .00 .00
B 43.00 SEAGRAM LTD COM 2.58 1,478.02 .00 .00 .00
S 6.00 SEAGRAM LTD COM .37 .00 204.76 217.32 12.56-
S 15.00 SEAGRAM LTD COM .92 .00 563.46 542.67 20.79
S 22.00 SEAGRAM LTD COM 1.35 .00 831.90 795.91 35.99
B 35.00 SEAGRAM LTD COM 2.10 1,332.10 .00 .00 .00
B 37.00 SEAGRAM LTD COM 2.22 1,405.91 .00 .00 .00
B 36.00 SEAGRAM LTD COM 2.16 1,397.16 .00 .00 .00
S 9.00 SEAGRAM LTD COM .56 .00 342.00 326.64 15.30
B 39.00 SEAGRAM LTD COM 2.34 1,464.84 .00 .00 .00
B 39.00 SEAGRAM LTD COM 2.34 1,479.47 .00 .00 .00
S 1.00 SEAGRAM LTD COM .07 .00 37.74 36.32 1.42
B 39.00 SEAGRAM LTD COM 2.34 1,518.47 .00 .00 .00
B 37.00 SEAGRAM LTD COM 2.22 1,459.10 .00 .00 .00
B 39.00 SEAGRAM LTD COM 2.34 1,462.10 .00 .00 .00
B 44.00 SEAGRAM LTD COM 2.64 1,674.64 .00 .00 .00
B 16.00 SEAGRAM LTD COM .96 609.96 .00 .00 .00
B 40.00 SEAGRAM LTD COM 2.40 1,499.90 .00 .00 .00
B 35.00 SEAGRAM LTD COM 2.10 1,378.04 .00 .00 .00
B 33.00 SEAGRAM LTD COM 1.98 1,288.98 .00 .00 .00
S 6.00 SEAGRAM LTD COM .37 .00 248.63 219.64 28.99
B 34.00 SEAGRAM LTD COM 2.04 1,442.79 .00 .00 .00
B 20.00 SEAGRAM LTD COM 1.20 848.70 .00 .00 .00
B 36.00 SEAGRAM LTD COM 2.16 1,532.16 .00 .00 .00
B 35.00 SEAGRAM LTD COM 2.10 1,430.54 .00 .00 .00
B 34.00 SEAGRAM LTD COM 2.04 1,481.04 .00 .00 .00
B 35.00 SEAGRAM LTD COM 2.10 1,507.10 .00 .00 .00
B 41.00 SEAGRAM LTD COM 2.46 1,760.34 .00 .00 .00
B 34.00 SEAGRAM LTD COM 2.04 1,391.79 .00 .00 .00
S 5.00 SEAGRAM LTD COM .31 .00 203.13 186.01 17.12
B 40.00 SEAGRAM LTD COM 2.40 1,617.40 .00 .00 .00
S 7.00 SEAGRAM LTD COM .43 .00 284.82 260.76 24.06
B 44.00 SEAGRAM LTD COM 2.64 1,823.14 .00 .00 .00
B 48.00 SEAGRAM LTD COM 2.88 1,973.88 .00 .00 .00
B 40.00 SEAGRAM LTD COM 2.40 1,624.90 .00 .00 .00
S 4.00 SEAGRAM LTD COM .25 .00 161.00 149.74 11.26
B 34.00 SEAGRAM LTD COM 2.04 1,366.29 .00 .00 .00
B 7.00 SEAGRAM LTD COM .42 281.73 .00 .00 .00
B 42.00 SEAGRAM LTD COM 2.52 281.73 .00 .00 .00
B 86.00 SEAGRAM LTD COM 5.16 2,956.04 .00 .00 .06
S 7.00 SEAGRAM LTD COM .43 .00 226.63 261.75 35.12-
B 48.00 SEAGRAM LTD COM 2.88 1,640.88 .00 .00 .00
B 56.00 SEAGRAM LTD COM 3.36 1,921.36 .00 .00 .00
B 48.00 SEAGRAM LTD COM 2.88 1,562.88 .00 .00 .00
B 54.00 SEAGRAM LTD COM 3.24 1,680.62 .00 .00 .00
B 47.00 SEAGRAM LTD COM 2.82 1,536.20 .00 .00 .00
</TABLE>
<PAGE> 25
9
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- ----------- --------- ---------- ------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
B 58.00 SEAGRAM LTD COM 3.48 1,881.23 .00 .00 .00
B 53.00 SEAGRAM LTD COM 3.18 1,695.87 .00 .00 .00
B 65.00 SEAGRAM LTD COM 3.90 1,746.71 .00 .00 .00
B 74.00 SEAGRAM LTD COM 4.44 1,965.44 .00 .00 .00
B 40.00 SEAGRAM LTD COM 2.40 1,044.90 .00 .00 .00
B 73.00 SEAGRAM LTD COM 4.38 2,034.69 .00 .00 .00
B 7.00 SEAGRAM LTD COM .42 203.42 .00 .00 .00
B 731.00 SEAGRAM LTD COM 43.86 20,877.36 .00 .00 .00
B 57.00 SEAGRAM LTD COM 3.42 1,631.48 .00 .00 .00
B 49.00 SEAGRAM LTD COM 2.94 1,607.69 .00 .00 .00
B 54.00 SEAGRAM LTD COM 3.24 1,646.87 .00 .00 .00
B 50.00 SEAGRAM LTD COM 3.00 1,674.88 .00 .00 .00
B 51.00 SEAGRAM LTD COM 3.06 1,813.56 .00 .00 .00
S 45.00 SEAGRAM LTD COM 2.76 .00 1,521.62 1,561.27 39.65
S 165.00 SEAGRAM LTD COM 10.09 .00 5,527.72 5,724.64 196.92
S 8.00 SEAGRAM LTD COM .49 .00 270.01 277.56 7.55
B 58.00 SEAGRAM LTD COM 3.48 1,979.11 .00 .00 .00
B 58.00 SEAGRAM LTD COM 3.48 2,058.86 .00 .00 .00
S 6.00 SEAGRAM LTD COM .37 .00 207.01 208.46 1.45
B 58.00 SEAGRAM LTD COM .00 2,037.11 .00 .00 .00
B 48.00 SEAGRAM LTD COM 2.88 1,757.88 .00 .00 .00
B 51.00 SEAGRAM LTD COM 3.06 1,762.56 .00 .00 .00
S 7.00 SEAGRAM LTD COM .43 .00 253.32 243.02 10.30
S 131.00 SEAGRAM LTD COM 8.02 .00 4,716.17 4,547.89 168.28
B 73.00 SEAGRAM LTD COM 4.38 2,655.19 .00 .00 .00
B 46.00 SEAGRAM LTD COM 2.30 1,735.93 .00 .00 .00
FC 60.73 WARBURG PINCUS EMERGING GROWTH FD .00 2,293.83 .00 .00 .00
B 15.04 WARBURG PINCUS EMERGING GROWTH FD .00 541.72 .00 .00 .00
S 120.92 WARBURG PINCUS EMERGING GROWTH FD .00 .00 4,186.24 4,446.82 260.58-
B 15.48 WARBURG PINCUS EMERGING GROWTH FD .00 550.31 .00 .00 .00
B 74.11 WARBURG PINCUS EMERGING GROWTH FD .00 2,686.57 .00 .00 .00
B 75.75 WARBURG PINCUS EMERGING GROWTH FD .00 2,727.25 .00 .00 .00
B 68.90 WARBURG PINCUS EMERGING GROWTH FD .00 2,537.11 .00 .00 .00
B 126.65 WARBURG PINCUS EMERGING GROWTH FD .00 4,952.10 .00 .00 .00
S 4.29 WARBURG PINCUS EMERGING GROWTH FD .00 .00 169.00 158.33 10.67
B 72.41 WARBURG PINCUS EMERGING GROWTH FD .00 2,844.39 .00 .00 .00
B 58.56 WARBURG PINCUS EMERGING GROWTH FD .00 2,377.58 .00 .00 .00
B 63.39 WARBURG PINCUS EMERGING GROWTH FD .00 2,582.23 .00 .00 .00
S 20.43 WARBURG PINCUS EMERGING GROWTH FD .00 .00 843.17 756.27 86.90
B 62.68 WARBURG PINCUS EMERGING GROWTH FD .00 2,598.70 .00 .00 .00
B 58.10 WARBURG PINCUS EMERGING GROWTH FD .00 2,432.98 .00 .00 .00
B 53.94 WARBURG PINCUS EMERGING GROWTH FD .00 2,300.68 .00 .00 .00
B 80.45 WARBURG PINCUS EMERGING GROWTH FD .00 3,377.64 .00 .00 .00
B 59.00 WARBURG PINCUS EMERGING GROWTH FD .00 2,529.05 .00 .00 .00
B 56.63 WARBURG PINCUS EMERGING GROWTH FD .00 2,467.58 .00 .00 .00
B 52.82 WARBURG PINCUS EMERGING GROWTH FD .00 2,187.43 .00 .00 .00
S 16.41 WARBURG PINCUS EMERGING GROWTH FD .00 .00 687.26 616.94 70.32
</TABLE>
<PAGE> 26
10
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- ----------- --------- ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
S .19 WARBURG PINCUS EMERGING GROWTH FD .00 .00 8.30 7.29 1.01
B 58.92 WARBURG PINCUS EMERGING GROWTH FD .00 2,517.11 .00 .00 .00
B 3.32 WARBURG PINCUS EMERGING GROWTH FD .00 139.60 .00 .00 .00
B 68.31 WARBURG PINCUS EMERGING GROWTH FD .00 2,877.61 .00 .00 .00
B 63.40 WARBURG PINCUS EMERGING GROWTH FD .00 2,621.80 .00 .00 .00
B 70.21 WARBURG PINCUS EMERGING GROWTH FD .00 2,783.30 .00 .00 .00
B 70.75 WARBURG PINCUS EMERGING GROWTH FD .00 2,806.80 .00 .00 .00
B 64.41 WARBURG PINCUS EMERGING GROWTH FD .00 2,624.23 .00 .00 .00
B 71.74 WARBURG PINCUS EMERGING GROWTH FD .00 2,795.04 .00 .00 .00
B 70.12 WARBURG PINCUS EMERGING GROWTH FD .00 2,903.11 .00 .00 .00
B 76.05 WARBURG PINCUS EMERGING GROWTH FD .00 3,186.52 .00 .00 .00
B 66.76 WARBURG PINCUS EMERGING GROWTH FD .00 2,814.65 .00 .00 .00
B 66.56 WARBURG PINCUS EMERGING GROWTH FD .00 2,792.95 .00 .00 .00
S 2.20 WARBURG PINCUS EMERGING GROWTH FD .00 .00 92.78 84.15 8.63
B 62.12 WARBURG PINCUS EMERGING GROWTH FD .00 2,614.06 .00 .00 .00
B 66.70 WARBURG PINCUS EMERGING GROWTH FD .00 2,682.23 .00 .00 .00
S 67.39 WARBURG PINCUS EMERGING GROWTH FD .00 .00 2,605.29 2,577.09 28.20
B 163.23 WARBURG PINCUS EMERGING GROWTH FD .00 6,122.79 .00 .00 .00
B 61.59 WARBURG PINCUS EMERGING GROWTH FD .00 2,305.51 .00 .00 .00
B 71.86 WARBURG PINCUS EMERGING GROWTH FD .00 2,533.11 .00 .00 .00
B 81.94 WARBURG PINCUS EMERGING GROWTH FD .00 2,637.83 .00 .00 .00
B 104.61 WARBURG PINCUS EMERGING GROWTH FD .00 3,328.98 .00 .00 .00
B 92.88 WARBURG PINCUS EMERGING GROWTH FD .00 3,040.11 .00 .00 .00
B 84.02 WARBURG PINCUS EMERGING GROWTH FD .00 2,713.91 .00 .00 .00
B 102.52 WARBURG PINCUS EMERGING GROWTH FD .00 3,098.34 .00 .00 .00
B 97.10 WARBURG PINCUS EMERGING GROWTH FD .00 2,784.82 .00 .00 .00
S 6.33 WARBURG PINCUS EMERGING GROWTH FD .00 .00 172.58 237.36 64.78-
B 111.58 WARBURG PINCUS EMERGING GROWTH FD .00 3,109.76 .00 .00 .00
S 14.50 WARBURG PINCUS EMERGING GROWTH FD .00 .00 441.07 540.77 99.70-
B 102.31 WARBURG PINCUS EMERGING GROWTH FD .00 3,255.57 .00 .00 .00
B 88.21 WARBURG PINCUS EMERGING GROWTH FD .00 2,874.03 .00 .00 .00
S 33.92 WARBURG PINCUS EMERGING GROWTH FD .00 .00 1,143.08 1,258.91 115.83-
B 83.78 WARBURG PINCUS EMERGING GROWTH FD .00 2,866.31 .00 .00 .00
B 83.14 WARBURG PINCUS EMERGING GROWTH FD .00 2,932.50 .00 .00 .00
</TABLE>
<PAGE> 27
11
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- ----------- --------- ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
B 33.74 WARBURG PINCUS EMERGING GROWTH FD .00 1,181.71 .00 .00 .00
B 102.96 WARBURG PINCUS EMERGING GROWTH FD .00 3,629.41 .00 .00 .00
B 96.64 WARBURG PINCUS EMERGING GROWTH FD .00 3,487.03 .00 .00 .00
S 77.47 WARBURG PINCUS EMERGING GROWTH FD .00 .00 2,770.56 2,865.25 94.69-
B 95.55 WARBURG PINCUS EMERGING GROWTH FD .00 3,412.35 .00 .00 .00
B 73.98 WARBURG PINCUS EMERGING GROWTH FD .00 2,672.98 .00 .00 .00
B 91.39 WARBURG PINCUS EMERGING GROWTH FD .00 3,189.63 .00 .00 .00
B 113.98 WARBURG PINCUS EMERGING GROWTH FD .00 4,200.34 .00 .00 .00
B 67.03 WARBURG PINCUS EMERGING GROWTH FD .00 2,679.36 .00 .00 .00
S 1,238.41 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,238.41 1,238.41 .00
LIQUIDITY FUND
S 1,420.46 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,420.46 1,420.46 .00
LIQUIDITY FUND
B 333.02 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 333.02 .00 .00 .00
LIQUIDITY FUND
S 326.85 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 326.85 326.85 .00
LIQUIDITY FUND
B 461.48 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 461.48 .00 .00 .00
LIQUIDITY FUND
S 440.34 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 440.34 440.34 .00
LIQUIDITY FUND
B 1,355.00 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,355.00 .00 .00 .00
LIQUIDITY FUND
S 1,335.65 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,335.65 1,335.65 .00
LIQUIDITY FUND
B 1,488.32 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,488.32 .00 .00 .00
LIQUIDITY FUND
S 1,484.89 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,484.89 1,484.89 .00
LIQUIDITY FUND
B 1,507.57 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,507.57 .00 .00 .00
LIQUIDITY FUND
S 1,457.08 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,457.08 1,457.08 .00
LIQUIDITY FUND
B 10.36 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 10.36 .00 .00 .00
LIQUIDITY FUND
B 2,697.94 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,697.94 .00 .00 .00
LIQUIDITY FUND
S 2,738.01 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,738.01 2,738.01 .00
LIQUIDITY FUND
B 67.71 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 67.71 .00 .00 .00
LIQUIDITY FUND
B 1,406.93 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,406.93 .00 .00 .00
LIQUIDITY FUND
S 1,397.16 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,397.16 1,397.16 .00
LIQUIDITY FUND
B 11.93 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 11.93 .00 .00 .00
LIQUIDITY FUND
B 1,466.78 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,466.78 .00 .00 .00
LIQUIDITY FUND
B 1,482.47 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,482.47 .00 .00 .00
LIQUIDITY FUND
S 1,464.84 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,464.84 1,464.84 .00
LIQUIDITY FUND
S 1,439.06 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,439.06 1,439.06 .00
LIQUIDITY FUND
B 278.26 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 278.26 .00 .00 .00
LIQUIDITY FUND
B 1,542.04 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,542.04 .00 .00 .00
</TABLE>
<PAGE> 28
12
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- ----------- --------- ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
S 1,523.81 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,523.81 1,523.81 .00
LIQUIDITY FUND
B 1,494.62 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,494.62 .00 .00 .00
LIQUIDITY FUND
S 1,459.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,459.10 1,459.10 .00
LIQUIDITY FUND
B 1,475.84 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,475.84 .00 .00 .00
LIQUIDITY FUND
B 11.68 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 11.68 .00 .00 .00
LIQUIDITY FUND
S 1,462.40 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,462.40 1,462.40 .00
LIQUIDITY FUND
B 2,331.53 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,331.53 .00 .00 .00
LIQUIDITY FUND
S 1,674.64 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,674.64 1,674.64 .00
LIQUIDITY FUND
B 901.97 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 901.97 .00 .00 .00
LIQUIDITY FUND
S 1,499.90 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,499.90 1,499.90 .00
LIQUIDITY FUND
B 1,383.27 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,383.27 .00 .00 .00
LIQUIDITY FUND
S 1,378.04 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,378.04 1,378.04 .00
LIQUIDITY FUND
B 1,937.96 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,937.96 .00 .00 .00
LIQUIDITY FUND
S 1,288.98 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,288.98 1,288.98 .00
LIQUIDITY FUND
S 621.01 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 621.01 621.01 .00
LIQUIDITY FUND
B 18.56 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 18.56 .00 .00 .00
LIQUIDITY FUND
B 13.73 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 13.73 .00 .00 .00
LIQUIDITY FUND
B 1,478.90 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,478.90 .00 .00 .00
LIQUIDITY FUND
S 1,442.79 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,442.79 1,442.79 .00
LIQUIDITY FUND
B 1,553.45 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,553.45 .00 .00 .00
LIQUIDITY FUND
S 848.70 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 848.70 848.70 .00
LIQUIDITY FUND
S 1,532.16 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,532.16 1,532.16 .00
LIQUIDITY FUND
B 1,456.26 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,456.26 .00 .00 .00
LIQUIDITY FUND
S 550.55 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 550.55 550.55 .00
LIQUIDITY FUND
S 1,430.54 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,430.54 1,430.54 .00
LIQUIDITY FUND
B 1,506.53 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,506.53 .00 .00 .00
LIQUIDITY FUND
S 1,481.04 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,481.04 1,481.04 .00
LIQUIDITY FUND
B 1,511.37 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,511.37 .00 .00 .00
LIQUIDITY FUND
B 10.78 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 10.78 .00 .00 .00
LIQUIDITY FUND
S 1,507.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,507.10 1,507.10 .00
LIQUIDITY FUND
B 1,799.67 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,799.67 .00 .00 .00
LIQUIDITY FUND
S 1,760.34 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,760.34 1,760.34 .00
LIQUIDITY FUND
B 348.94 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 348.94 .00 .00 .00
LIQUIDITY FUND
B 1,429.97 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,429.97 .00 .00 .00
</TABLE>
<PAGE> 29
13
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- ----------- --------- ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
S 1,383.15 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,383.15 1,383.15 .00
LIQUIDITY FUND
B 1,647.52 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,647.52 .00 .00 .00
LIQUIDITY FUND
S 1,617.40 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,617.40 1,617.40 .00
LIQUIDITY FUND
B 284.82 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 284.82 .00 .00 .00
LIQUIDITY FUND
B 1,849.89 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,849.89 .00 .00 .00
LIQUIDITY FUND
B 7.67 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 7.67 .00 .00 .00
LIQUIDITY FUND
S 1,823.14 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,823.14 1,823.14 .00
LIQUIDITY FUND
B 1,984.44 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,984.44 .00 .00 .00
LIQUIDITY FUND
S 1,973.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,973.88 1,973.88 .00
LIQUIDITY FUND
B 1,634.05 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,634.05 .00 .00 .00
LIQUIDITY FUND
S 1,624.90 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,624.90 1,624.90 .00
LIQUIDITY FUND
B 3.33 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 3.33 .00 .00 .00
LIQUIDITY FUND
B 1,400.51 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,400.51 .00 .00 .00
LIQUIDITY FUND
S 1,366.29 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,366.29 1,366.29 .00
LIQUIDITY FUND
S 281.73 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 281.73 281.73 .00
LIQUIDITY FUND
B 1,612.42 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,612.42 .00 .00 .00
LIQUIDITY FUND
S 1,598.52 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,598.52 1,598.52 .00
LIQUIDITY FUND
B 11.72 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 11.72 .00 .00 .00
LIQUIDITY FUND
B 2,972.77 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,972.77 .00 .00 .00
LIQUIDITY FUND
S 2,956.04 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,956.04 2,956.04 .00
LIQUIDITY FUND
S 3.09 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 3.09 3.09 .00
LIQUIDITY FUND
B 28.64 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 28.64 .00 .00 .00
LIQUIDITY FUND
B 1,660.11 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,660.11 .00 .00 .00
LIQUIDITY FUND
S 1,640.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,640.88 1,640.88 .00
LIQUIDITY FUND
B 1,944.43 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,944.43 .00 .00 .00
LIQUIDITY FUND
S 1,921.36 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,921.36 1,921.36 .00
LIQUIDITY FUND
B 1,601.37 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,601.37 .00 .00 .00
LIQUIDITY FUND
S 1,562.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,562.88 1,562.88 .00
LIQUIDITY FUND
B 1,697.02 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,697.02 .00 .00 .00
LIQUIDITY FUND
S 1,257.07 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,257.07 1,257.07 .00
LIQUIDITY FUND
B 1,900.38 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,900.38 .00 .00 .00
LIQUIDITY FUND
S 1,536.20 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,536.20 1,536.20 .00
LIQUIDITY FUND
S 1,881.23 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,881.23 1,881.23 .00
LIQUIDITY FUND
B 1,719.68 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,719.68 .00 .00 .00
LIQUIDITY FUND
</TABLE>
<PAGE> 30
14
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- ----------- --------- ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
S 1,695.87 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,695.87 1,695.87 .00
LIQUIDITY FUND
B 2,231.17 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,231.17 .00 .00 .00
LIQUIDITY FUND
B 1,756.94 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,756.94 .00 .00 .00
LIQUIDITY FUND
B 1,979.41 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,979.41 .00 .00 .00
LIQUIDITY FUND
S 684.06 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 684.06 684.06 .00
LIQUIDITY FUND
B 94.95 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 94.95 .00 .00 .00
LIQUIDITY FUND
B 20,063.94 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 20,063.94 .00 .00 .00
LIQUIDITY FUND
S 388.68 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 388.68 388.68 .00
LIQUIDITY FUND
S 203.42 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 203.42 203.42 .00
LIQUIDITY FUND
S 22,508.84 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 22,508.84 22,508.84 .00
LIQUIDITY FUND
B 1,618.79 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,618.79 .00 .00 .00
LIQUIDITY FUND
S 2,231.17 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,231.17 2,231.17 .00
LIQUIDITY FUND
S 1,607.69 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,607.69 1,607.69 .00
LIQUIDITY FUND
B 1,658.59 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,658.59 .00 .00 .00
LIQUIDITY FUND
B 1,745.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,745.88 .00 .00 .00
LIQUIDITY FUND
S 3,321.75 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 3,321.75 3,321.75 .00
LIQUIDITY FUND
B 1,840.44 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,840.44 .00 .00 .00
LIQUIDITY FUND
S 1,489.53 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,489.53 1,489.53 .00
LIQUIDITY FUND
S 1,117.99 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,117.99 1,117.99 .00
LIQUIDITY FUND
B 863.46 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 863.46 .00 .00 .00
LIQUIDITY FUND
B 2,086.56 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,086.56 .00 .00 .00
LIQUIDITY FUND
S 2,058.86 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,058.86 2,058.86 .00
LIQUIDITY FUND
B 2,038.56 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,038.56 .00 .00 .00
LIQUIDITY FUND
S 188.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 188.10 188.10 .00
LIQUIDITY FUND
B 1,787.26 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,787.26 .00 .00 .00
LIQUIDITY FUND
B 2,404.21 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,404.21 .00 .00 .00
LIQUIDITY FUND
S 238.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 238.10 238.10 .00
LIQUIDITY FUND
S 4,681.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 4,681.88 4,681.88 .00
LIQUIDITY FUND
B 4,138.70 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 4,138.70 .00 .00 .00
LIQUIDITY FUND
S 2,655.19 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,655.19 2,655.19 .00
LIQUIDITY FUND
S 1,830.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,830.10 1,830.10 .00
LIQUIDITY FUND
FC 585.95 CERTUS STABLE VALUE SER 'I' FD .00 585.95 .00 .00 .00
B 154.87 CERTUS STABLE VALUE SER 'I' FD .00 154.87 .00 .00 .00
B 175.48 CERTUS STABLE VALUE SER 'I' FD .00 175.48 .00 .00 .00
</TABLE>
<PAGE> 31
15
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- ----------- --------- ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
B 584.66 CERTUS STABLE VALUE SER 'I' FD .00 584.66 .00 .00 .00
B 709.42 CERTUS STABLE VALUE SER 'I' FD .00 709.42 .00 .00 .00
B 371.29 CERTUS STABLE VALUE SER 'I' FD .00 371.29 .00 .00 .00
B 125.25 CERTUS STABLE VALUE SER 'I' FD .00 125.25 .00 .00 .00
B 1,091.22 CERTUS STABLE VALUE SER 'I' FD .00 1,091.22 .00 .00 .00
B 30.37 CERTUS STABLE VALUE SER 'I' FD .00 30.37 .00 .00 .00
B 693.38 CERTUS STABLE VALUE SER 'I' FD .00 693.38 .00 .00 .00
B 119.81 CERTUS STABLE VALUE SER 'I' FD .00 119.81 .00 .00 .00
B 635.94 CERTUS STABLE VALUE SER 'I' FD .00 635.94 .00 .00 .00
B 621.77 CERTUS STABLE VALUE SER 'I' FD .00 621.77 .00 .00 .00
S 580.45 CERTUS STABLE VALUE SER 'I' FD .00 .00 580.45 580.45 .00
B 3,348.17 CERTUS STABLE VALUE SER 'I' FD .00 3,348.17 .00 .00 .00
B 661.11 CERTUS STABLE VALUE SER 'I' FD .00 661.11 .00 .00 .00
B 714.33 CERTUS STABLE VALUE SER 'I' FD .00 714.33 .00 .00 .00
B 164.76 CERTUS STABLE VALUE SER 'I' FD .00 164.76 .00 .00 .00
B 627.34 CERTUS STABLE VALUE SER 'I' FD .00 627.34 .00 .00 .00
B 790.13 CERTUS STABLE VALUE SER 'I' FD .00 790.13 .00 .00 .00
B 604.42 CERTUS STABLE VALUE SER 'I' FD .00 604.42 .00 .00 .00
B 549.45 CERTUS STABLE VALUE SER 'I' FD .00 549.45 .00 .00 .00
B 12,887.19 CERTUS STABLE VALUE SER 'I' FD .00 12,887.19 .00 .00 .00
B 792.23 CERTUS STABLE VALUE SER 'I' FD .00 792.23 .00 .00 .00
S 213.78 CERTUS STABLE VALUE SER 'I' FD .00 .00 213.78 213.78 .00
B 194.92 CERTUS STABLE VALUE SER 'I' FD .00 194.92 .00 .00 .00
S 1,561.23 CERTUS STABLE VALUE SER 'I' FD .00 .00 1,561.23 1,561.23 .00
B 941.69 CERTUS STABLE VALUE SER 'I' FD .00 941.69 .00 .00 .00
S 62.30 CERTUS STABLE VALUE SER 'I' FD .00 .00 62.30 62.30 .00
B 938.21 CERTUS STABLE VALUE SER 'I' FD .00 938.21 .00 .00 .00
B 858.81 CERTUS STABLE VALUE SER 'I' FD .00 858.81 .00 .00 .00
B 971.66 CERTUS STABLE VALUE SER 'I' FD .00 971.66 .00 .00 .00
B 244.77 CERTUS STABLE VALUE SER 'I' FD .00 244.77 .00 .00 .00
B 926.27 CERTUS STABLE VALUE SER 'I' FD .00 926.27 .00 .00 .00
B 887.58 CERTUS STABLE VALUE SER 'I' FD .00 887.58 .00 .00 .00
S 1,523.35 CERTUS STABLE VALUE SER 'I' FD .00 .00 1,523.35 1,523.35 .00
B 940.02 CERTUS STABLE VALUE SER 'I' FD .00 940.02 .00 .00 .00
</TABLE>
<PAGE> 32
16
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- ----------- --------- ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
B 1,001.74 CERTUS STABLE VALUE SER 'I' FD .00 1,001.74 .00 .00 .00
B 256.13 CERTUS STABLE VALUE SER 'I' FD .00 256.13 .00 .00 .00
B 1,037.36 CERTUS STABLE VALUE SER 'I' FD .00 1,037.36 .00 .00 .00
B 983.98 CERTUS STABLE VALUE SER 'I' FD .00 983.98 .00 .00 .00
S 248.68 CERTUS STABLE VALUE SER 'I' FD .00 .00 248.68 248.68 .00
B 940.70 CERTUS STABLE VALUE SER 'I' FD .00 940.70 .00 .00 .00
B 919.11 CERTUS STABLE VALUE SER 'I' FD .00 919.11 .00 .00 .00
B 279.18 CERTUS STABLE VALUE SER 'I' FD .00 279.18 .00 .00 .00
B 2,061.67 CERTUS STABLE VALUE SER 'I' FD .00 2,061.67 .00 .00 .00
B 63.53 CERTUS STABLE VALUE SER 'I' FD .00 63.53 .00 .00 .00
B 1,160.41 CERTUS STABLE VALUE SER 'I' FD .00 1,160.41 .00 .00 .00
B 235.33 CERTUS STABLE VALUE SER 'I' FD .00 235.33 .00 .00 .00
B 298.15 CERTUS STABLE VALUE SER 'I' FD .00 298.15 .00 .00 .00
B 918.06 CERTUS STABLE VALUE SER 'I' FD .00 918.06 .00 .00 .00
B 1,138.20 CERTUS STABLE VALUE SER 'I' FD .00 1,138.20 .00 .00 .00
B 828.75 CERTUS STABLE VALUE SER 'I' FD .00 828.75 .00 .00 .00
B 695.11 CERTUS STABLE VALUE SER 'I' FD .00 695.11 .00 .00 .00
B 298.36 CERTUS STABLE VALUE SER 'I' FD .00 298.36 .00 .00 .00
B 937.10 CERTUS STABLE VALUE SER 'I' FD .00 937.10 .00 .00 .00
B 897.03 CERTUS STABLE VALUE SER 'I' FD .00 897.03 .00 .00 .00
S 16,079.45 CERTUS STABLE VALUE SER 'I' FD .00 .00 16,079.45 16,079.45 .00
B 907.55 CERTUS STABLE VALUE SER 'I' FD .00 907.55 .00 .00 .00
B 1,020.80 CERTUS STABLE VALUE SER 'I' FD .00 1,020.80 .00 .00 .00
B 811.43 CERTUS STABLE VALUE SER 'I' FD .00 811.43 .00 .00 .00
B 282.70 CERTUS STABLE VALUE SER 'I' FD .00 282.70 .00 .00 .00
B 863.86 CERTUS STABLE VALUE SER 'I' FD .00 863.86 .00 .00 .00
B 938.49 CERTUS STABLE VALUE SER 'I' FD .00 938.49 .00 .00 .00
B 916.73 CERTUS STABLE VALUE SER 'I' FD .00 916.73 .00 .00 .00
B 1,135.51 CERTUS STABLE VALUE SER 'I' FD .00 1,135.51 .00 .00 .00
B 269.84 CERTUS STABLE VALUE SER 'I' FD .00 269.84 .00 .00 .00
S 210.87 CERTUS STABLE VALUE SER 'I' FD .00 .00 210.87 210.87 .00
</TABLE>
<PAGE> 33
17
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT
OF THE CURRENT VALUE OF THE PLAN ASSETS
FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- ----------- --------- ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
B 1,000.24 CERTUS STABLE VALUE SER 'I' FD .00 1,000.24 .00 .00 .00
B 811.45 CERTUS STABLE VALUE SER 'I' FD .00 811.45 .00 .00 .00
B 1,115.51 CERTUS STABLE VALUE SER 'I' FD .00 1,115.51 .00 .00 .00
S 243.54 CERTUS STABLE VALUE SER 'I' FD .00 .00 243.54 243.54 .00
B 1,606.61 CERTUS STABLE VALUE SER 'I' FD .00 1,606.61 .00 .00 .00
B 933.94 CERTUS STABLE VALUE SER 'I' FD .00 933.94 .00 .00 .00
B 281.92 CERTUS STABLE VALUE SER 'I' FD .00 281.92 .00 .00 .00
</TABLE>
<TABLE>
<CAPTION>
5% VALUE: .01
TRAN SHARES/ SECURITY COST OF PROCEEDS COST OF
CODE PAR VALUE DESCRIPTION PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS
- ---- --------- ----------- --------- ---------- --------------- ---------
<S> <C> <C> <C> <C> <C>
69 4,091.42 DREYFUS A BONDS PLUS INC
58,331.58 .00 .00 .00
6 155.51 DREYFUS A BONDS PLUS INC
.00 2,278.85 2,266.86 11.99
66 57,971.48 DREYFUS CASH MGMT PLUS INSTL SH 57,971.48 .00 .00 .00
16 19,511.34 DREYFUS CASH MGMT PLUS INSTL SH .00 19,511.34 19,511.34 .00
75 16,936.92 DREYFUS/LAUREL FDS INC S&P 500 387,624.54 .00 .00 .00
STK INDEX FD TR SHS
17 1,090.87 DREYFUS/LAUREL FDS INC S&P 500 .00 22,522.65 22,216.26 3,306.39
STK INDEX FD TR SHS
59 5,546.91 DREYFUS/LAUREL DISC STK FD R 177,681.48 .00 .00 .00
21 588.37 DREYFUS/LAUREL DISC STK FD R .00 19,965.95 18,997.49 968.46
61 3,367.00 SEAGRAM LTD COM 113,958.68 .00 .00 .00
16 444.00 SEAGRAM LTD COM .00 15,599.92 15,559.60 40.32
53 3,938.05 WARBURG PINCUS EMERGING GROWTH 146,202.54 .00 .00 .00
FD
11 364.05 WARBURG PINCUS EMERGING GROWTH .00 13,119.33 13,549.18 429.85
FD
65 105,044.47 TBC INC POOLED EMPLOYEE FUNDS 105,044.47 .00 .00 .00
DAILY LIQUIDITY FUND
59 107,532.84 TBC INC POOLED EMPLOYEE FUNDS .00 107,532.84 107,532.84 .00
DAILY LIQUIDITY FUND
66 61,788.95 CERTUS STABLE VALUE SER 'I' FD 61,788.95 .00 .00 .00
9 20,723.65 CERTUS STABLE VALUE SER 'I' FD .00 20,723.65 20,723.65 .00
</TABLE>
<PAGE> 34
5
The Seagram Company Ltd.
The Retirement Savings and Investment Plan for Union Employees of Tropicana
Products, Inc. and Affiliates
We hereby consent to the incorporation by reference in Registration
Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which
appears in your Annual Report on Form 11-K of the Retirement Savings and
Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates
for the fiscal year ended December 31, 1998.
/s/ Gutierrez & Co.
Flushing, New York
July 12, 1999
