SEAGRAM CO LTD, S-3/A, 1999-05-24

SEAGRAM CO LTD
S-3/A, 1999-05-24
BEVERAGES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1999

REGISTRATION NO. 333-78393

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------

THE SEAGRAM COMPANY LTD. --
LA COMPAGNIE SEAGRAM LTEE
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CANADA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

NONE
(I.R.S. EMPLOYER IDENTIFICATION NO.)

1430 PEEL STREET
MONTREAL, QUEBEC, CANADA H3A 1S9
(514) 849-5271
(ADDRESSES, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

ROBERT W. MATSCHULLAT
JOSEPH E. SEAGRAM & SONS, INC.
375 PARK AVENUE
NEW YORK, NEW YORK 10152
(212) 572-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S AGENT FOR
SERVICE AND AUTHORIZED REPRESENTATIVE OF THE SEAGRAM COMPANY LTD. IN THE UNITED
STATES)

COPIES TO:

<TABLE>
<S> <C>
GEORGE R. KROUSE, JR., ESQ. ROBERT E. BUCKHOLZ, JR., ESQ.
SARAH E. COGAN, ESQ. SULLIVAN & CROMWELL
SIMPSON THACHER & BARTLETT 125 BROAD STREET
425 LEXINGTON AVENUE NEW YORK, NEW YORK 10004
NEW YORK, NEW YORK 10017-3909
</TABLE>

-------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
-------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act, please check the following box. [ ]
-------------------------
<PAGE> 2

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(3)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares, without nominal
or par value................ 42,550,000 $54.00 $2,297,700,000 $639,400
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) A portion of the shares to be registered represents shares that are to be
offered outside of the United States but that may be resold from time to
time in the United States. Includes 5,550,000 shares issuable upon exercise
of the underwriters' options to purchase additional common shares.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933.

(3) Previously paid in connection with the filing of this Registration Statement
on May 13, 1999.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 3

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion. Dated May 24, 1999.

[SEAGRAM LOGO]

37,000,000 Shares

THE SEAGRAM COMPANY LTD.

Common Shares
-------------------------

This prospectus relates to an offering of 26,000,000 common shares in the
United States. In addition, 7,500,000 common shares are being offered in Canada
and 3,500,000 common shares are being offered internationally. The total number
of shares offered under all three offerings is 37,000,000 common shares.

Seagram is offering 29,000,000 of the shares to be sold in the offerings.
The selling shareholders named in this prospectus are offering an additional
8,000,000 common shares.

The common shares are listed on the New York Stock Exchange under the
symbol "VO". The last reported sale price of the common shares on the New York
Stock Exchange on May 21, 1999 was $53 3/8 per share.

------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

------------------------

<TABLE>
<CAPTION>
Per share Total
--------- -----
<S> <C> <C>
Initial price to public..................................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to Seagram....................... $ $
Proceeds, before expenses, to the selling shareholders...... $ $
</TABLE>

The underwriters may, under the terms of the underwriting agreements,
purchase up to an additional 5,550,000 shares from Seagram at the initial price
to public less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York,
New York on June , 1999.

--------------------------------

Global Coordinator

GOLDMAN, SACHS & CO.
-------------------------------------

GOLDMAN, SACHS & CO.

BEAR, STEARNS & CO. INC.

MERRILL LYNCH & CO.

MORGAN STANLEY DEAN WITTER

CREDIT SUISSE FIRST BOSTON

PAINEWEBBER INCORPORATED

SALOMON SMITH BARNEY

BLAYLOCK & PARTNERS, L.P.

------------------------

Prospectus dated June , 1999.

<PAGE> 4

[INSIDE FRONT COVER]

PHOTOGRAPHS OF SEAGRAM'S RECORDED MUSIC
PRODUCTS, FILMS, THEME PARKS AND
BEVERAGE ALCOHOL PRODUCTS
<PAGE> 5

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information and financial statements and notes to the financial statements
appearing elsewhere in or incorporated by reference into this prospectus.

THE SEAGRAM COMPANY LTD.

We operate in two global business segments: entertainment and spirits and
wine. The entertainment segment produces and distributes recorded music and
motion picture, television and home video products throughout the world. It also
operates theme parks and retail stores. The spirits and wine segment produces
and markets distilled spirits, wines, coolers, beers and mixers in more than 190
countries and territories.

BUSINESS STRATEGY

We have transformed ourselves into a leading entertainment company with a
first-tier global spirits and wine business. Our objective is to enhance
shareholder value by executing the following strategies:

- CAPITALIZE ON OUR LEADING POSITION IN THE MUSIC INDUSTRY: With the
completion of the PolyGram acquisition, we are the world's largest music
company with a 22% market share (based on 1998 unit sales) and have the
#1 position in every major region in the world, including North America,
South America, Europe and Asia, and in every major music genre, including
Hip-Hop, R&B, rock, country, jazz and classical. We also have the largest
music catalog in the world.

- DEVELOP E-COMMERCE FOR MUSIC DISTRIBUTION: Our strategy is to be at the
forefront of the development of music distribution through e-commerce and
electronic delivery. We are actively participating in the development of
worldwide standards for the protection of digitized music which will
allow the commercial sale and distribution of music over the internet and
all future broadband channels. In April 1999, Seagram and BMG formed
GetMusic, an on-line music alliance, to create internet sites to promote
and sell music.

- PURSUE SIGNIFICANT POTENTIAL COST-SAVINGS FROM THE UNIVERSAL/POLYGRAM
COMBINATION: The PolyGram acquisition combined two of the leading music
companies with top record labels across all music genres and
complementary distribution capabilities. This combination has created the
potential for significant cost savings through consolidation of labels,
manufacturing and distribution facilities and corporate overhead
reductions. We expect these cost savings to reach $300 million annually
by fiscal year 2001.

- EXPAND BRANDED THEME PARKS: Recently, we have significantly expanded our
branded theme parks in North America, and made investments in Europe and
Asia. This month, in Orlando, Florida, we will open with our partner
Universal Studios Islands of Adventure, a second major theme park, and
CityWalk, a dining, retail and entertainment complex. The new theme park
features attractions that draw on such well-known entertainment names as
Jurassic Park, Dr. Seuss and Marvel Comic Super Heroes. With the expected
opening of The Portofino Bay Hotel in September 1999 and two additional
hotels in 2000 and 2001, adjacent to Universal Studios Florida and
Universal Studios Islands of Adventure, we intend to create a world-class
destination resort, Universal Studios Escape. In May 1999 we added
Terminator 2:3D at our California theme park, Universal Studios
Hollywood. We acquired an interest in and manage

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<PAGE> 6

Universal's Port Aventura, a theme park near Barcelona, Spain. The
Universal Studios Japan theme park is under construction and is scheduled
to open in Osaka in 2001.

- ENHANCE FILMED ENTERTAINMENT RETURNS: We have a valuable library of 3,000
feature films. We are committed to increasing its value through our
current development, production and marketing of motion pictures. We also
plan to seek to reduce the capital used in our motion picture business
through increased co-financing and co-production arrangements. In
addition, we are using our television library of nearly 24,000 episodes
and our motion picture library to gain equity stakes in new television
channels internationally, particularly in Europe.

- STRENGTHEN STAKE IN DOMESTIC TELEVISION: In February 1998, we combined
our domestic television businesses with Home Shopping Network to form USA
Networks, a public company in which we own a 45% effective interest. USA
Networks has strong positions in programming, broadcast and cable
distribution, and e-commerce. As of May 21, 1999, the market value of
this investment was approximately $5.8 billion.

- GROW OUR KEY SPIRITS AND WINE BRANDS AND MARKETS: It is our objective to
grow our key global brands: Chivas Regal, Crown Royal, Captain Morgan,
Martell Cognac and ABSOLUT VODKA. We have identified the United States,
Germany, Spain, the United Kingdom, Japan and Korea as priority
established markets. We also see growth potential in Brazil, Russia,
Poland, China and India. We are a leading producer and importer of fine
wines in North America. We expect to benefit from a recovery in the Asian
markets and continued strong demand in North America.

3
<PAGE> 7

THE COMMON SHARE OFFERINGS

Common shares offered in all
offerings by:

Seagram................. 29,000,000 shares

The selling
shareholders................. 8,000,000 shares
----------
Total.............. 37,000,000 shares(1)
----------
----------

U.S. offering........... 26,000,000 shares

Canadian offering....... 7,500,000 shares

International
offering..................... 3,500,000 shares
----------
Total.............. 37,000,000 shares(1)
----------
----------

Common shares to be
outstanding after the U.S.
offering, the Canadian
offering and the
international offering..... 432,046,179 shares(1)

Use of proceeds.............. Seagram estimates (assuming a common share
offering price of $54) that it will receive net
proceeds from the U.S. offering, the Canadian
offering and the international offering of
approximately $996 million, $395 million and $134
million, respectively. Seagram is also offering
18,500,000 % adjustable conversion-rate equity
security units in a separate offering and
estimates that it will receive net proceeds of
approximately $968 million from that offering.
The net proceeds to Seagram of the offerings will
be used:

- to repay borrowings under our bank credit
facilities of approximately $1.3 billion (in
U.S. dollar equivalents),

- to repay commercial paper borrowings of
approximately $1.1 billion, and

- for general corporate purposes.

See "Use of Proceeds".

NYSE symbol.................. VO
- ---------------

(1) Except as otherwise indicated, the information in this prospectus assumes
that none of the over-allotment options is exercised.

OTHER OFFERING

Seagram is also offering 18,500,000 % adjustable conversion-rate equity
security units in a separate offering in the United States. The common share
offerings and the unit offering are not conditioned on each other.

4
<PAGE> 8

SUMMARY FINANCIAL DATA

(US$ IN MILLIONS EXCEPT PER SHARE)
(UNAUDITED)

The historical consolidated financial data presented below is unaudited.
The pro forma financial data shows the effect of the acquisition of PolyGram as
if it had been consummated on July 1, 1997.

<TABLE>
<CAPTION>
ACTUAL PRO FORMA
NINE MONTHS NINE MONTHS
FISCAL YEARS ENDED ENDED ENDED
JUNE 30, MARCH 31, MARCH 31,
------------------ ----------- -----------
1997 1998 1999 1999
------- ------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues
Entertainment
Music................................................... $ 1,427 $ 1,461 $ 2,409 $ 4,994
Filmed entertainment.................................... 3,168 2,793 2,141 2,588
Recreation & other...................................... 825 695 618 618
Gain on sale of Putnam.................................. 64 -- -- --
------- ------- ------- -------
Entertainment............................................. 5,484 4,949 5,168 8,200
Spirits and wine.......................................... 4,870 4,525 3,621 3,621
------- ------- ------- -------
Total revenues.............................................. $10,354 $ 9,474 $ 8,789 $11,821
======= ======= ======= =======

Operating income (loss)
Entertainment
Music................................................... $ (58) $ (44) $ (80) $ 121
Filmed entertainment.................................... 157 229 (119) (194)
Recreation & other...................................... 31 24 31 31
Gain on sale of Putnam.................................. 64 -- -- --
------- ------- ------- -------
Entertainment............................................. 194 209 (168) (42)
Spirits and wine.......................................... 663 464 438 438
Restructuring charge...................................... -- -- (405) --
Corporate................................................. (138) (120) (68) (68)
------- ------- ------- -------
Total operating income (loss)............................... $ 719 $ 553 $ (203) $ 328
======= ======= ======= =======
Interest, net and other..................................... $ 147 $ 228 $ 301 $ 526
Net income (loss)........................................... $ 502 $ 946 $ 739 $ (155)
Basic earnings (loss) per share............................. $ 1.36 $ 2.70 $ 2.00 $ (0.39)
Diluted earnings (loss) per share........................... $ 1.35 $ 2.68 $ 2.00 $ (0.39)
FINANCIAL POSITION DATA
(AT END OF PERIOD)
Current assets.............................................. $ 6,131 $ 6,971 $ 8,786
Total assets................................................ $20,447 $22,179 $35,699
Net debt.................................................... $ 2,227 $ 2,704 $ 8,450
Minority interest........................................... $ 1,851 $ 1,915 $ 1,878
Shareholders' equity........................................ $ 9,422 $ 9,316 $12,057
Shares outstanding at period end (thousands)................ 365,281 347,132 401,796
CASH FLOW DATA
Cash flow from operating activities....................... $ 664 $ (241) $ 387
Capital expenditures...................................... $ (393) $ (410) $ (314)
Other investing activities, net........................... $ 2,101 $ 1,109 $(5,356)
Dividends paid............................................ $ (239) $ (231) $ (181)
Depreciation and amortization............................. $ 393 $ 416 $ 506 $ 592
SUPPLEMENTAL INFORMATION
EBITDA
Entertainment
Music................................................... $ 72 $ 90 $ 208 $ 722
Filmed entertainment.................................... 373 463 (67) (131)
Recreation & other...................................... 158 159 92 92
------- ------- ------- -------
Entertainment............................................. 603 712 233 683
Spirits and wine.......................................... 810 590 536 536
------- ------- ------- -------
Total EBITDA................................................ $ 1,413 $ 1,302 $ 769 $ 1,219
======= ======= ======= =======
Net income from operations, plus amortization............... $ 584 $ 405 $ 231 $ 460
Net income from continuing operations, plus amortization,
per share................................................. $ 1.58 $ 1.16 $ .63 $ 1.16
</TABLE>

Summary financial data includes earnings before interest, taxes,
depreciation and amortization ("EBITDA"), which we believe is an appropriate
measure of our operating performance, given the significant goodwill associated
with our acquisitions. However, EBITDA should be considered in addition to, not
as a substitute for operating income, net income, cash flows and other measures
of financial performance in accordance with generally accepted accounting
principles.

5
<PAGE> 9

DESCRIPTION OF SEAGRAM

ENTERTAINMENT

Our entertainment business is conducted through two units:

- Universal Music Group which produces and distributes recorded music
throughout the world in all major genres including Hip-Hop, R&B, rock,
country, jazz and classical, and

- Universal Studios Group which consists of our filmed entertainment
(including international television) and recreation and other businesses.

Matsushita Electric Industrial Co., Ltd. has an approximate 8.1% ownership
interest in the entities which own Universal Music Group and Universal Studios
Group.

MUSIC ENTERTAINMENT

Universal Music Group is the largest recorded music company in the world.
Universal Music Group was formed in December 1998 when we completed the
acquisition of PolyGram and includes the music business of both Universal and
PolyGram.

Universal Music Group develops, markets and sells recorded music through a
network of subsidiaries, joint ventures and licensees in 59 countries around the
world. Universal Music Group also manufactures recorded music and manufactures,
sells and distributes videos in the United States and internationally and
publishes music.

Universal Music Group's record companies create and market all genres of
recorded music, principally on compact discs and cassettes. Universal Music
Group's music appears on such labels as:

- MCA, Universal Records, MCA Nashville, Blue Thumb, Geffen, DGC, GRP,
Impulse!, Rising Tide, DreamWorks Records and Interscope (50% owned) and
its family of labels including Almo Sounds and Outpost Records,

- former PolyGram popular labels such as A&M, Def Jam (60% owned), Island,
Mercury, Mercury Nashville, Verve, Motown and Polydor, and

- leading classical labels Decca Record Company, Deutsche Grammophon and
Philips.

Our subsidiaries and affiliates manufacture and distribute recorded music
for all of the labels in the Universal Music Group, affiliated label ventures,
and third party labels such as ZMM, Hollywood, Thump and others, and distribute
video product for Universal Music Group and others. We administer the release,
marketing and sale of recorded music in all major markets outside the United
States. We also release soundtrack albums for motion pictures and license music
for a wide variety of uses including recorded music, compilations,
videocassettes, videodiscs, video games, radio, television and motion pictures.

A music record company depends to a significant degree on its ability to
sign and retain artists who will appeal to popular taste over a period of time.
We believe that the scope and diversity of our popular music labels, repertoire
and catalogs allows us to respond to shifts in audience tastes. The United
States and the United Kingdom continue to be the source of approximately 60% of
international popular repertoire. From time to time certain national acts, such
as Andrea Bocelli from Italy, Aqua from Denmark, and Bjork from Iceland, appeal
to a wider international market. If you include, however, the United States and
the United Kingdom, sales of locally-signed artists in their home territories
still represent 70% of worldwide recorded music sales. Our leading

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local market position in almost every major region provides a critical
competitive advantage in this growing segment.

Artists who are currently, directly or through third parties, under
contract with Universal Music Group for one or more important territories
include:

<TABLE>
<S> <C>
Bryan Adams Elton John
All Saints Melissa Etheridge
Aqua Hanson
Erykah Badu LL Cool J
Beastie Boys Reba McEntire
Beck Metallica
The Bee Gees Nine Inch Nails
Bjork Luciano Pavarotti
Mary J. Blige Sting
Blues Traveller Shania Twain
Andrea Bocelli Texas
Bon Jovi U2
Boyz II Men Stevie Wonder
The Cranberries Trisha Yearwood
Sheryl Crow
</TABLE>

We also own the largest catalog of recorded music in the world, with
legendary performers from the United States, the United Kingdom and around the
world, including:

<TABLE>
<S> <C>
ABBA Buddy Holly
Louis Armstrong Bob Marley and the
Jimmy Buffet Wailers
Patsy Cline Nirvana
John Coltrane 2 Pac
Ella Fitzgerald Diana Ross and the
Marvin Gaye Supremes
Jimi Hendrix Andrew Lloyd Webber
Billie Holliday The Who
</TABLE>

Sales from this catalog account for approximately 25% of our total recorded
music revenues each year.

Top selling albums in 1998 were recorded by:

<TABLE>
<S> <C>
All Saints Lighthouse Family
Andrea Bocelli Method Man
Boyzone Padre Marcelo Rossi
The Bee Gees (Brazil)
Chumbawamba Terra Samba (Brazil)
Sheryl Crow Shania Twain
DMX 2 Pac
Glay U2
Jay-Z Rob Zombie
</TABLE>

Universal Music Group had a total of 48 albums which each sold over one
million units in 1998.

We also own the Verve Group, including GRP and Impulse!, the world's
leading jazz labels whose artists include:

<TABLE>
<S> <C>
Herbie Hancock Diana Krall
Joe Henderson Wayne Shorter
Charlie Haden McCoy Tyner
</TABLE>

We estimate that the worldwide market for classical music represented
approximately 4% in retail value of the total music market in 1998. Universal
Music Group holds the leading position in the classical music market, accounting
for approximately 40% of worldwide sales, through its ownership of three major
classical label companies: Decca/ London (based in the United Kingdom), Deutsche
Grammophon (based in Germany), and the Philips Music Group (based in The
Netherlands).

Top selling classical albums in 1998 were:

Andrea Bocelli
John Tesh
Braveheart Soundtrack
RELATED ACTIVITIES

MUSIC PUBLISHING. Music publishing involves the acquisition of rights to,
and exploitation of, musical compositions (as compared with recordings).
Principal sources of revenue are mechanical reproduction royalties from the
reproduction of musical works on sound carriers and license fees from radio and
television broadcasting and public performance of musical works.

We enter into agreements with composers and authors of musical compositions
for the purpose of exploiting the compositions through licensing for use in
sound recordings, films, videos and by way of live performances and
broadcasting. In addition, we license compositions for use in printed sheet
music and song folios. We also license and acquire catalogues of musical
compositions from third parties such as other music publishers and composers and
authors who have retained or re-acquired rights.

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<PAGE> 11

Our publishing catalog includes more than 660,000 titles that are owned or
controlled by it, making Universal Music Group the world's third largest music
publisher. Of these titles, approximately 35% are currently generating revenues.
Writers represented include:

<TABLE>
<S> <C>
Jerome Kern Glen Ballard
Leonard Bernstein Members of the
Andrew Lloyd Webber Cranberries
Tim Rice Bon Jovi
U2
</TABLE>

OTHER MUSIC RELATED ACTIVITIES. Universal Music Group is at the forefront
of the development of music distribution through e-commerce and electronic
delivery. Universal Music Group recently announced a long-term agreement with
InterTrust Technologies Corporation for a digital rights management platform for
e-commerce and electronic delivery, and is actively participating in the SDMI
Forum, an extensive group of content, consumer electronics, hardware, software
and internet companies who have joined to develop and define worldwide standards
for the protection of music and other digitizeable intellectual property. In
April 1999, Universal Music Group and BMG formed GetMusic, an on-line music
alliance, to create internet sites to promote and sell music. GetMusic will have
access to a combined database of 50 million customers worldwide, and will offer
exclusive artist information, exclusive interviews, and the ability to chat
on-line with artists and their fans.

FILMED ENTERTAINMENT

Universal Studios' filmed entertainment business:

- produces and distributes films worldwide in the theatrical, home video
and television markets,

- produces and distributes television episodic and made for television
programming in the international market,

- operates and has ownership interests in a number of international
channels including:

The Sci-Fi Channel Europe,

USA Latin America and Brazil,

13th Street, action and suspense

channels in France, Germany and
Spain (launch date June 1999), and
Studio Universal, a movie channel in

Italy,

- engages in the licensing of merchandising rights and film property
publishing rights, and

- engages in certain other activities through its ownership of the joint
venture and equity interests described below.

Universal Studios produces feature length films for initial theatrical
exhibition and television programming for international television markets.
Major motion pictures produced by us over the past several years include Nutty
Professor and Liar, Liar, and more recently such box office hits as Patch Adams
with Robin Williams, Life starring Eddie Murphy and Martin Lawrence and The
Mummy starring Brendan Fraser. Current upcoming important releases include
Bowfinger starring Eddie Murphy and Steve Martin, Notting Hill with Julia
Roberts and Hugh Grant, Mystery Men starring Ben Stiller and American Pie. In
addition, we produce animated and live action children's and family programming
for networks, basic cable and local television stations as well as home video.

The arrangements under which we produce, distribute and own theatrical
films, vary widely. Other parties may participate in varying degrees in revenues
or other contractually defined amounts. We control worldwide distribution of our
theatrical product, except where we act as a subdistributor in specified
territories or contracts for specified territories or for specifically defined
distribution rights.

Generally, we distribute theatrical films in the theatrical, pay television
and home video markets. Subsequently, we make theatrical films available for
broadcast on basic cable distribution throughout the world. The theatrical
license agreements with theater operators are on an individual picture basis,

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<PAGE> 12

and rentals under these agreements are generally a percentage of the theater's
receipts with, in some instances, a minimum guaranteed amount.

We distribute our theatrical product in the United States and Canada to
motion picture theaters. Theatrical distribution throughout the rest of the
world is primarily conducted by United International Pictures, which is equally
owned by Universal Studios, Metro-Goldwyn-Mayer Inc. and an affiliate of Viacom
Inc. We distribute product to all forms of the television medium in the United
States, Canada and other major international markets. Television distribution of
our 24,000 episode library in the United States is handled by USANi LLC
(approximately 50% owned by Universal) and throughout the rest of the world
primarily by Universal Studios. Universal Studios distributes television product
produced by USANi LLC and Universal Studios' own current library of television
programming in international markets. We market videocassettes and digital
videodiscs in the United States and internationally.

At March 31, 1999, Universal Studios owned a 45% effective interest in USA
Networks and an approximate 26% interest in Loews Cineplex Entertainment
Corporation, which exhibits theatrical films principally in the United States
and Canada, and a 49% interest in United Cinemas International Multiplex B.V.,
which operates motion picture theaters outside of the United States and Canada.

RECREATION AND OTHER

Universal Studios owns and operates Universal Studios Hollywood, a theme
park based on Universal Studios' filmed entertainment businesses and located at
Universal City, California. Adjacent to Universal Studios Hollywood is Universal
CityWalk, an integrated retail/entertainment zone which offers shopping, dining,
cinemas and entertainment. Universal Studios CityWalk is currently being
expanded from 300,000 to 400,000 square feet. We have a 50% interest in
Universal City Florida Partners, a joint venture which owns Universal Studios
Florida, a theme park on approximately 440 acres owned by the joint venture in
Orlando, Florida. Universal City Development Partners, a partnership in which we
have a 50% interest, is developing an additional theme park, Universal Studios
Islands of Adventure, and Universal Studios CityWalk, a nighttime entertainment
complex, on approximately 385 acres of land owned by the partnership and
adjacent to Universal Studios Florida. Universal Studios Islands of Adventure's
grand opening celebration is scheduled for May 28 through Memorial Day, May 31,
1999. Additionally, we have a 25% interest in a joint venture which is currently
developing three hotels adjacent to the Orlando theme parks. The first hotel,
The Portofino Bay Hotel, is scheduled to open in September 1999. The theme
parks, Universal Studios CityWalk and hotels together comprise the newest
Orlando multi-day entertainment resort, Universal Studios Escape. In 1998, we
purchased Wet 'n Wild Orlando, the highest attended water park in the United
States adjacent to Universal Studios Escape. Since October 1998, construction
has been underway for Universal Studios Japan in Osaka, Universal Studios's
first theme park venture outside the United States. Opening is scheduled for
2001. We also own a 37% interest in, and manage, Port Aventura, S.A., a theme
park located on 2000 acres on the Mediterranean coast of Spain near Barcelona.

In addition, we are involved in other businesses including the operation of
retail gift stores and the development of entertainment software. We own Spencer
Gifts which operates approximately 640 retail gift stores throughout North
America through three groups of stores: the Spencer, DAPY and Glow gift shops.
Spencer, DAPY and Glow sell novelties, electronics, accessories, books and trend
driven products. Universal Studios also develops entertainment software
including the Crash Bandicoot and Spyro game series and owns an approximate 26%
interest (at March 31, 1999) in Interplay Entertainment, an entertainment
software developer.

SPIRITS AND WINE

Our spirits and wine business, directly and through affiliates and joint
ventures in more than 40 countries and territories,

9
<PAGE> 13

produces, markets and distributes more than 225 brands of distilled spirits,
more than 180 brands of wines, Champagnes, Ports and Sherries, and more than 48
brands of coolers, beers, mixers and other low-alcohol adult beverages, which
are sold in over 190 countries and territories. Some of these products are sold
worldwide and others only in the geographic area where they are produced. In
addition to marketing our own brands, we also distribute distilled spirit, wine
and beer brands owned by others.

Some of our best-known brand names include:

- Crown Royal and Seagram's V.O. Canadian whiskies

- Seagram's 7 Crown blended whiskey

- Four Roses Bourbon

- Chivas Regal, Royal Salute and Passport Scotch Whiskies

- The Glenlivet and Glen Grant single malt Scotch Whiskies

- Martell Cognacs

- Seagram's Extra Dry Gin

- Captain Morgan and Myers's rums

- Mumm and Perrier-Jouet Champagnes

- Sterling Vineyards California Wines

We also distribute ABSOLUT VODKA, owned by V&S Vin & Sprit, in the United States
and in most major international markets.

We import into the United States fine wines, principally French wines and
Champagnes, and produce and market premium California and other wines. Among the
wines we produce and market are:

- Mumm and Perrier-Jouet Champagnes

- Sterling Vineyards California Wines

- Tessera California Wines

- Mumm Cuvee Napa California Sparkling Wine

- Sandeman Ports and Sherries

- Matheus Muller

- Mumm German sekt

The Monterey Vineyard California wines and Barton & Guestier (B&G) French wines
are produced for us.

We also market low-alcohol and non-alcohol adult beverages. Seagram's
Coolers are sold in a variety of fruit and mixed drink flavors. Its mixer line
includes ginger ale, club soda, tonic water and seltzer. We are the exclusive
U.S. importer of Grolsch Beer, owned by Royal Grolsch N.V., and of Steinlager
Beer, owned by Lion Nathan Limited.

10
<PAGE> 14

USE OF PROCEEDS

Seagram estimates (assuming a common share offering price of $54) that it
will receive net proceeds from the U.S. offering, the Canadian offering and the
international offering of approximately $996 million, $395 million and $134
million, respectively. Seagram also plans to sell % adjustable
conversion-rate equity security units in a separate offering. Assuming
completion of the unit offering by Seagram, Seagram estimates (assuming a unit
offering price of $54) that it will receive net proceeds of approximately $968
million from the unit offering. The net proceeds of the offerings will be used:

- to repay borrowings under our bank credit facilities of approximately
$1.3 billion (in U.S. dollar equivalents) with maturities ranging up to
three years,

- to repay commercial paper borrowings of approximately $1.1 billion with
maturities ranging up to 350 days, and

- for general corporate purposes.

The borrowings under the bank credit facilities were incurred in connection
with the acquisition of PolyGram and bear interest at floating rates (currently
at equivalent U.S. dollar interest rates ranging from 5.5% to 6.0% per annum).
The commercial paper bears interest at a floating rate (currently 5.5% per
annum).

PRICE RANGE OF COMMON SHARES

The common shares are traded on the New York Stock Exchange under the
symbol "VO". The following table sets forth, for the periods indicated, the high
and low sales prices reported by the New York Stock Exchange, and the dividends
per common share.

<TABLE>
<CAPTION>
SEAGRAM COMMON SHARES
-----------------------------
HIGH LOW DIVIDENDS
------ ------ ---------
<S> <C> <C> <C>
FISCAL 1997
First Quarter..................................... $38.38 $30.88 $0.150
Second Quarter.................................... $41.88 $35.25 $0.165
Third Quarter..................................... $42.75 $38.00 $0.165
Fourth Quarter.................................... $41.88 $35.75 $0.165
FISCAL 1998
First Quarter..................................... $41.13 $33.94 $0.165
Second Quarter.................................... $37.63 $30.25 $0.165
Third Quarter..................................... $39.75 $31.44 $0.165
Fourth Quarter.................................... $46.69 $36.81 $0.165
FISCAL 1999
First Quarter..................................... $41.94 $28.69 $0.165
Second Quarter.................................... $38.38 $25.13 $0.165
Third Quarter..................................... $51.25 $37.81 $0.165
Fourth Quarter (through May 21, 1999)............. $65.00 $49.81 $0.165
</TABLE>

11
<PAGE> 15

CAPITALIZATION

The following table sets forth as of March 31, 1999 (1) the historical
capitalization of Seagram, (2) the pro forma adjustments for the common share
offerings and the % adjustable conversion-rate equity security units
offering (assuming a common share and unit offering price of $54 per common
share or unit) and (3) the capitalization of Seagram giving pro forma effect to
the offerings and the application of the estimated net proceeds as described in
"Use of Proceeds". The table should be read in conjunction with Seagram's
financial statements, the notes thereto and the other financial data and
statistical information included or incorporated by reference in this
prospectus.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1999
--------------------------------------
PRO FORMA PRO FORMA
ACTUAL ADJUSTMENTS AS ADJUSTED
------- ----------- --------------
(US$ IN MILLIONS)
(UNAUDITED)
<S> <C> <C> <C>
Net debt......................................... $ 8,450 $(1,494)(a) $ 6,956
Minority interest................................ 1,878 1,878
Shareholder's equity............................. 12,057 1,494(a) 13,551
------- ------- -------
Total capitalization............................. $22,385 -- $22,385
======= =======
</TABLE>

- ---------------

(a) Reflects issuance of 18,500,000 % adjustable conversion-rate equity
security units and 29,000,000 common shares, the estimated net proceeds of
which will be used to repay existing borrowings.

12
<PAGE> 16

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

Our selected historical consolidated financial data presented below as of
June 30, 1997 and 1998 and for the fiscal years then ended were derived from our
historical consolidated financial statements and the notes thereto contained in
our Annual Report on Form 10-K for the fiscal year ended June 30, 1998, as
amended, which is incorporated herein by reference, and have been audited by
PricewaterhouseCoopers LLP, independent accountants. In addition, our selected
historical consolidated financial data presented below for the fiscal years
ended January 31, 1994, 1995 and 1996 and the five-month transition period ended
June 30, 1996 were derived from our historical consolidated financial statements
for the fiscal years ended January 31, 1995 and 1996 and the five-month
transition period ended June 30, 1996 which have been audited by
PricewaterhouseCoopers LLP. The data presented as of March 31, 1998 and 1999 and
for the nine months ended March 31, 1998 and March 31, 1999 are derived from our
unaudited consolidated financial statements contained in our Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999, which is incorporated herein by
reference. As a result of our sale of Tropicana Products, Inc. and our global
juice business, our consolidated financial statements report the results of
Tropicana as discontinued operations. The data presented below should be read in
conjunction with our consolidated financial statements.

Our consolidated financial statements have been prepared in accordance with
U.S. generally accepted accounting principles which conform in all material
respects to Canadian generally accepted accounting principles. Except as
otherwise noted, figures are in millions of U.S. dollars.

13
<PAGE> 17

THE SEAGRAM COMPANY LTD.

(US$ IN MILLIONS)

(UNAUDITED)

<TABLE>
<CAPTION>
FIVE-
MONTH
TRANSITION UNAUDITED
FISCAL YEARS ENDED PERIOD FISCAL YEARS NINE MONTHS ENDED
JANUARY 31, ENDED ENDED JUNE 30, MARCH 31,
--------------------------- JUNE 30, ----------------- -----------------
1994 1995 1996 1996 1997 1998 1998 1999
------- ------- ------- ---------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues............................. $ 4,724 $ 4,994 $ 7,787 $ 4,112 $10,354 $ 9,474 $ 7,372 $ 8,789
Operating income (loss).............. $ 622 $ 614 $ 435 $ 93 $ 719 $ 553 $ 538 $ (203)
Interest, net and other.............. $ 275 $ 317 $ 195 $ 99 $ 147 $ 228 $ 183 $ 301
Gain on sale of Time Warner shares... $ -- $ -- $ -- $ -- $ 154 $ 926 $ 433 $ --
Gain on USAi transaction............. $ -- $ -- $ -- $ -- $ -- $ 360 $ 360 $ --
Equity earnings (losses) from
unconsolidated companies........... $ 18 $ 14 $ 47 $ 35 $ 62 $ (45) $ (40) $ 129
Income (loss) from continuing
operations before the cumulative
effect of accounting change........ $ 249 $ 170 $ 144 $ 67 $ 445 $ 880 $ 571 $ (330)
Income (loss) from discontinued
Tropicana operations, after tax.... 34 24 30 18 57 66 51 (3)
Gain on sale of discontinued
Tropicana operations, after tax.... -- -- -- -- -- -- -- 1,072
Discontinued DuPont activities, after
tax................................ 96 617 3,232 -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Income before cumulative effect of
accounting change.................. 379 811 3,406 85 502 946 622 739
Cumulative effect of accounting
change, after tax.................. -- (75) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Net income........................... $ 379 $ 736 $ 3,406 $ 85 $ 502 $ 946 $ 622 $ 739
======= ======= ======= ======= ======= ======= ======= =======
FINANCIAL POSITION DATA
(AT END OF PERIOD)
Current assets....................... $ 3,532 $ 3,938 $ 6,194 $ 6,307 $ 6,131 $ 6,971 $ 7,001 $ 8,786
Common stock of DuPont............... 3,154 3,670 631 651 1,034 1,228 1,118 955
Common stock of Time Warner.......... 1,769 2,043 2,356 2,228 1,291 -- 847 --
Other noncurrent assets.............. 1,754 1,773 10,230 10,328 10,257 12,246 11,696 25,958
Net assets of discontinued Tropicana
operations......................... 1,220 1,270 1,549 1,693 1,734 1,734 1,672 --
------- ------- ------- ------- ------- ------- ------- -------
Total assets................ $11,429 $12,694 $20,960 $21,207 $20,447 $22,179 $22,334 $35,699
======= ======= ======= ======= ======= ======= ======= =======
Current liabilities.................. $ 2,776 $ 3,865 $ 3,557 $ 4,383 $ 3,087 $ 4,709 $ 5,092 $ 8,796
Long term indebtedness............... $ 3,051 $ 2,838 $ 2,889 $ 2,562 $ 2,478 $ 2,225 $ 2,152 $ 7,073
Total liabilities.................... $ 6,428 $ 7,174 $ 9,788 $10,163 $ 9,174 $10,948 $11,210 $21,764
Minority interest.................... -- 11 1,844 1,839 1,851 1,915 1,902 1,878
Shareholders' equity................. 5,001 5,509 9,328 9,205 9,422 9,316 9,222 12,057
------- ------- ------- ------- ------- ------- ------- -------
Total liabilities and
shareholders' equity...... $11,429 $12,694 $20,960 $21,207 $20,447 $22,179 $22,334 $35,699
======= ======= ======= ======= ======= ======= ======= =======
CASH FLOW DATA
Cash flow from operating
activities....................... $ 370 $ 370 $ 222 $ 315 $ 664 $ (241) $ 18 $ 387
Capital expenditures............... $ (118) $ (124) $ (349) $ (245) $ (393) $ (410) $ (257) $ (314)
Other investing activities, net.... $(1,556) $ (341) $ 2,260 $ (346) $ 2,101 $ 1,109 $ 596 $(5,356)
Dividends paid..................... $ (209) $ (216) $ (224) $ (112) $ (239) $ (231) $ (173) $ (181)
</TABLE>

14
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF SELECTED HISTORICAL CONSOLIDATED

FINANCIAL DATA AND SUPPLEMENTAL FINANCIAL INFORMATION

The discussion and analysis which follows is derived from the management's
discussion and analysis of financial condition and results of operations
included in our Form 10-Q for the fiscal quarter ended March 31, 1999, which is
incorporated herein by reference. The discussion presented below should be read
in conjunction with the Form 10-Q.

RESULTS OF OPERATIONS

This discussion includes revenues and operating income for the three lines
of business within the entertainment segment: music, filmed entertainment and
recreation and other. This discussion also includes information about our share
of the results of investments in companies which are not consolidated with the
results of Seagram. Investments in these companies are reported as "Equity
earnings from unconsolidated companies". We believe this information will help
you to better understand Seagram's business results.

This information also includes earnings before interest, taxes,
depreciation and amortization from consolidated companies, referred to as
"EBITDA". Because of the significant goodwill associated with our acquisitions,
we believe EBITDA is an appropriate measure of operating performance. However,
you should note that EBITDA is not a substitute for operating income, net
income, cash flows and other measures of financial performance as defined by
U.S. generally accepted accounting principles.

Seagram acquired PolyGram on December 10, 1998. The results for the nine
months ended March 31, 1999 include the PolyGram results from the date of
acquisition. The discussion also includes pro forma financial information which
shows the effect of the PolyGram acquisition and the USA transactions as if they
had occurred at July 1, 1997. The USA transactions are:

- the acquisition on October 21, 1997 of an incremental 50% interest in the
USA Networks partnership for $1.7 billion,

- the sale on February 12, 1998 of a 50% interest in USA Networks to USA
Networks, Inc., and

- the contribution of the remaining 50% in USA Networks, the majority of
the televisions assets of Universal Studios, Inc. and 50% of the
international operations of USA Networks to USANi LLC.

In exchange for the contribution, Universal Studios, Inc. received a 10.7%
interest in USAi and a 45.8% exchangeable interest in USANi LLC.

15
<PAGE> 19

THE SEAGRAM COMPANY LTD.
(US$ IN MILLIONS EXCEPT PER SHARE)
(UNAUDITED)

<TABLE>
<CAPTION>
ACTUAL PROFORMA
NINE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------ ------------------
1998 1999 1998 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues
Entertainment
Music.................................................. $ 1,096 $ 2,409 $ 4,661 $ 4,994
Filmed entertainment................................... 2,333 2,141 2,739 2,588
Recreation & other..................................... 544 618 544 618
------- ------- ------- -------
Entertainment............................................. 3,973 5,168 7,944 8,200
Spirits & wine............................................ 3,399 3,621 3,399 3,621
------- ------- ------- -------
Total revenues.............................................. $ 7,372 $ 8,789 $11,343 $11,821
======= ======= ======= =======
Operating income (loss)
Entertainment
Music.................................................. $ (23) $ (80) $ (32) $ 121
Filmed entertainment................................... 217 (119) 71 (194)
Recreation & other..................................... 29 31 29 31
------- ------- ------- -------
Entertainment............................................. 223 (168) 68 (42)
Spirits & wine............................................ 374 438 374 438
Restructuring charge...................................... -- (405) -- --
Corporate................................................. (59) (68) (59) (68)
------- ------- ------- -------
Total operating income (loss)............................... 538 (203) 383 328
Interest, net & other....................................... 183 301 457 526
Gain on sale of Time Warner shares.......................... 433 -- 433 --
Gain on USAi transaction.................................... 360 -- 360 --
Provision (benefit) for income taxes........................ 489 (18) 399 76
Minority interest........................................... 48 (27) 22 3
Equity earnings (losses) from unconsolidated companies...... (40) 129 4 122
------- ------- ------- -------
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS............ $ 571 $ (330) $ 302 $ (155)
======= =======
Income (loss) from discontinued operations.................. 51 (3)
Gain on sale of discontinued operations..................... -- 1,072
------- -------
NET INCOME.................................................. $ 622 $ 739
======= =======
EARNINGS PER SHARE -- Basic
Income (loss) from continuing operations.................. $ 1.63 $ (0.90) $ 0.76 $ (0.39)
Income (loss) from discontinued operations................ 0.14 (0.01)
Gain on sale of discontinued operations................... -- 2.91
------- -------
$ 1.77 $ 2.00
======= =======
EARNINGS PER SHARE -- Diluted
Income (loss) from continuing operations.................. $ 1.62 $ (0.90) $ 0.75 $ (0.39)
Income (loss) from discontinued operations................ 0.14 (0.01)
Gain on sale of discontinued operations................... -- 2.91
------- -------
$ 1.76 $ 2.00
======= =======
Net cash provided by operating activities................... $ 18 $ 387
Net cash provided by (used for) investing activities........ $ 339 $(5,670)
Net cash provided by financing activities................... $ 471 $ 5,082
</TABLE>

16
<PAGE> 20

SUPPLEMENTAL FINANCIAL INFORMATION
ACTUAL REVENUES AND EBITDA
(US$ IN MILLIONS)
(UNAUDITED)

<TABLE>
<CAPTION>
REVENUES EBITDA
------------------- ------------------
NINE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------- ------------------
1998 1999 1998 1999
------ ------- ------ ------
<S> <C> <C> <C> <C>
Entertainment
Music
Consolidated companies........................... $1,096 $ 2,409 $ 72 $ 208
Unconsolidated companies......................... 56 49 5 4
------ ------- ------ ------
Total............................................ 1,152 2,458 77 212
Filmed entertainment
Consolidated companies........................... 2,333 2,141 293 (67)
Unconsolidated companies......................... 775 1,287 93 278
------ ------- ------ ------
Total............................................ 3,108 3,428 386 211
Recreation & other
Consolidated companies........................... 544 618 83 92
Unconsolidated companies......................... 217 192 41 62
------ ------- ------ ------
Total............................................ 761 810 124 154
Entertainment
Consolidated companies........................... 3,973 5,168 448 233
Unconsolidated companies......................... 1,048 1,528 139 344
------ ------- ------ ------
Total entertainment.............................. 5,021 6,696 587 577
------ ------- ------ ------
Spirits & wine
Consolidated companies........................... 3,399 3,621 525 536
Unconsolidated companies......................... 175 115 2 5
Charge for Asia.................................. (60) --
------ ------- ------ ------
Total spirits & wine............................. 3,574 3,736 467 541
------ ------- ------ ------
Total company
Consolidated companies........................... 7,372 8,789 973 769
Unconsolidated companies......................... 1,223 1,643 141 349
Charge for Asia.................................. (60) --
------ ------- ------ ------
Total............................................ $8,595 $10,432 $1,054 $1,118
Unconsolidated companies adjustment................... (141) (349)
Depreciation expense.................................. (174) (212)
Amortization of intangibles & step-up of assets....... (147) (294)
Restructuring charge -- entertainment................. -- (405)
Corporate expenses.................................... (54) (61)
------ ------
Operating income (loss)............................... $ 538 $ (203)
====== ======
</TABLE>

17
<PAGE> 21

SUPPLEMENTAL FINANCIAL INFORMATION
PRO FORMA REVENUES AND EBITDA
(US$ IN MILLIONS)
(UNAUDITED)

<TABLE>
<CAPTION>
REVENUES EBITDA
-------------------------- --------------------------
NINE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
-------------------------- --------------------------
1998 1999 1998 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Entertainment
Music
Consolidated companies........................ $ 4,661 $ 4,994 $ 593 $ 722
Unconsolidated companies...................... 56 49 5 4
------- ------- ------ ------
Total......................................... 4,717 5,043 598 726
Filmed entertainment
Consolidated companies........................ 2,739 2,588 133 (131)
Unconsolidated companies...................... 1,134 1,287 199 278
------- ------- ------ ------
Total......................................... 3,873 3,875 332 147
Recreation & other
Consolidated companies........................ 544 618 83 92
Unconsolidated companies...................... 217 192 41 62
------- ------- ------ ------
Total......................................... 761 810 124 154
Entertainment
Consolidated companies........................ 7,944 8,200 809 683
Unconsolidated companies...................... 1,407 1,528 245 344
------- ------- ------ ------
Total entertainment........................... 9,351 9,728 1,054 1,027
------- ------- ------ ------
Spirits & wine
Consolidated companies........................ 3,399 3,621 525 536
Unconsolidated companies...................... 175 115 2 5
Charge for Asia............................... (60) --
------- ------- ------ ------
Total spirits & wine.......................... 3,574 3,736 467 541
------- ------- ------ ------
Total company
Consolidated companies........................ 11,343 11,821 1,334 1,219
Unconsolidated companies...................... 1,582 1,643 247 349
Charge for Asia............................... -- -- (60) --
------- ------- ------ ------
Total......................................... $12,925 $13,464 1,521 1,568
Unconsolidated companies adjustment............................................ (247) (349)
Depreciation expense........................................................... (228) (238)
Amortization of goodwill & step-up of assets................................... (609) (592)
Corporate expenses............................................................. (54) (61)
------ ------
Operating income............................................................... $ 383 $ 328
====== ======
</TABLE>

18
<PAGE> 22

Revenues increased 19 percent in the nine months ended March 31, 1999
compared to the same period in 1998. This was primarily due to the PolyGram
acquisition and improved spirits and wine results. The nine month results
include a $405 million pre-tax restructuring charge for the integration of
PolyGram into the existing music and film operations. Operating income of $538
million in the nine months of the prior year also included a $60 million charge
for Asia Pacific spirits and wine operations. Excluding those charges, operating
income declined 66 percent in the nine month period. The decrease reflects the
higher amortization and depreciation expense associated with the PolyGram
acquisition. Disappointing box office releases of several motion pictures also
contributed to the decline.

For the nine months ended March 31, 1999, EBITDA from consolidated and
unconsolidated companies increased six percent to $1,118 million on total
revenues of $10.4 billion. Excluding the $60 million charge for Asia Pacific
spirits and wine operations from last year's results, EBITDA from consolidated
and unconsolidated companies was flat for the nine months ended March 31, 1999.

On a pro forma basis for consolidated companies, revenues increased four
percent in the nine months ended March 31, 1999 to $11.8 billion. Operating
income was $328 million for the nine months ended March 31, 1999 compared with
$383 million for the same period in 1998. Excluding the $60 million charge for
Asia Pacific spirits and wine operations in the prior year, pro forma operating
income was down 26 percent for the nine months For the nine months, pro forma
EBITDA decreased four percent. Excluding the $60 million charge for Asia Pacific
spirits and wine operations in the prior year, pro forma EBITDA declined nine
percent. The decline in pro forma operating income and EBITDA in the nine month
period is primarily due to the poor performance of the filmed entertainment
business, which more than offset improvements in all other businesses.

RESTRUCTURING CHARGE

Seagram recorded a restructuring charge in the second quarter of $405
million. This charge relates to our efforts to streamline entertainment
operations after the acquisition of PolyGram. The charge related entirely to
Seagram's global music and film production, financial, marketing and
distribution operations. It included:

- severance,

- rationalization of facilities and labels,

- termination of artists and distribution contracts, and

- costs related to exiting film production arrangements and properties in
development.

Music operations account for the majority of the charge. We exclude this
restructuring charge when discussing EBITDA and pro forma results.

The components of the $405 million charge are:

- $126 million for severance and other employee related costs,

- $128 million for facility and label rationalization, and

- $151 million of contract termination, and other costs.

The severance and other employee-related costs provide for a reduction of
approximately 1,200 employees worldwide. This reduction is due to facility
closures, elimination of duplicate positions and streamlining of operations in
order to obtain cost reductions. The facility rationalization costs provide for
domestic and international lease terminations and the write-off of the net book
value of furniture, fixtures and equipment and leasehold improvements for
vacated properties. The costs of contract terminations are comprised primarily
of:

- artists' contracts,

- distribution contracts,

- story property commitments, and

- term deals.

19
<PAGE> 23

The cash element of the charge is approximately $318 million. The noncash
element of the charge is approximately $87 million. As of March 31, 1999, cash
payments of approximately $47 million have been made against the charge. As of
that date, approximately $11 million of non-cash elements were used. We
anticipate these activities will be substantially completed by December 31,
1999.

ENTERTAINMENT

The entertainment segment contributed $5.2 billion to revenues in the nine
months ended March 31, 1999, an increase of 30 percent compared to the same
period in 1998. The increase was primarily due to the acquisition of PolyGram,
partially offset by lower filmed entertainment revenues. There was an operating
loss of $168 million for the nine months ended March 31, 1999 versus income of
$223 million for the same period in 1998. The decline in operating income was
primarily due to increased amortization and depreciation expense from the
PolyGram acquisition and disappointing motion picture results.

The prior year consolidated results include USA Networks from October 21,
1997 until February 12, 1998, during which time our interest was increased to
100 percent. In the current year, following the USA transactions, our interest
is approximately 50 percent of USANi LLC. The results of USANi LLC are included
in equity earnings in unconsolidated companies. Equity in earnings from
unconsolidated companies increased to $129 million in the nine months ended
March 31, 1999 versus losses last year of $37 million. The increase in equity
earnings reflects the improved operating results in the businesses of USANi LLC
and the impact of the USA transactions. In addition, we benefited from improved
operating results at Loews Cineplex Entertainment Corporation ("Loews Cineplex")
in the nine month period ended March 31, 1999 compared to Cineplex Odeon
Corporation (owned in the prior year).

On a pro forma basis, revenues increased three percent in the nine months
ended March 31, 1999 to $8.2 billion. There was an operating loss of $42 million
for the nine months ended March 31, 1999 versus income of $68 million in the
same period in 1998.

MUSIC

Consolidated Operations

Actual revenues more than doubled in the nine month period ended March 31,
1999. There was an operating loss of $80 million for the nine month period,
compared to a loss of $23 million for the same period in 1998. EBITDA almost
tripled in the nine month period ended March 31, 1999 compared to the prior
year. The significant increases in revenues and EBITDA are largely due to the
PolyGram acquisition. The decline in operating income is primarily due to higher
amortization and depreciation expenses from the PolyGram acquisition.

On a pro forma basis, revenues increased seven percent in the nine months
ended March 31, 1999. This increase was due to improved sales of higher priced
units. Pro forma operating income was $121 million for the nine months ended
March 31, 1999 compared to a loss of $32 million for the same period in 1998.
Pro forma EBITDA increased 22 percent in the nine months ended March 31, 1999
compared to the same period in 1998. These improvements are due to Seagram's
progress in integrating PolyGram and Universal Music and eliminating costs.

Unconsolidated Operations

The equity in earnings from unconsolidated companies was income of $4
million for the nine months ended March 31, 1999, and was unchanged compared to
the same period in 1998. Unconsolidated companies include Universal Concerts
Canada and Universal/PACE Amphitheaters Group, L.P. Both companies are concert
joint ventures and are not material to Universal Music Group.

20
<PAGE> 24

FILMED ENTERTAINMENT

Consolidated Operations

Filmed Entertainment revenues declined eight percent in the nine month
period ended March 31, 1999 compared to the same period in 1998. Operating
income decreased on a nine-month basis from income of $217 million in the prior
year to a loss of $119 million in the current year. The prior year nine-month
results included operating income of $76 million for USA Networks from October
21, 1997 until February 12, 1998. In the current year the contribution of USANi
LLC is included in equity from unconsolidated companies and not in consolidated
operations. The Motion Picture Group results declined because of the
disappointing box office performance of current year releases such as Virus,
edTV, Meet Joe Black and Babe: Pig in the City. Also, comparisons with last
year's results are difficult since those results benefited from the carryover of
The Lost World: Jurassic Park and Liar, Liar. International Television and
Library results declined year-on-year due to start-up costs relating to the new
international channels and lower television library sales. On a nine-month
basis, EBITDA from consolidated companies declined from $293 million in the
prior year to a loss of $67 million in the current year. The prior year results
included $97 million of EBITDA related to USA Networks, which was consolidated
from October 21, 1997 until February 12, 1998. There is no contribution from USA
Networks in consolidated EBITDA in the current year.

On a pro forma basis, Filmed Entertainment includes the results of PolyGram
Filmed Entertainment in the motion picture group and the prior year results
reflect the USA transactions as though they had both occurred at July 1, 1997.
On a pro forma basis, revenues declined six percent in the nine month period
ended March 31, 1999 to $2.6 billion. EBITDA was a loss of $131 million for the
nine months ended March 31, 1999 compared to income of $133 million in the prior
year. Operating income on a nine-month basis decreased from income of $71
million in the prior year to a loss of $194 million in the current year.

The poor response to edTV materially diminished Filmed Entertainment's
outlook for the year. However, with the success of Life and a promising slate
for the remainder of this calendar year -- including The Mummy, Notting Hill and
American Pie -- the Motion Picture Group expects to improve its box office
performance. Even though we expect to improve box office results, we anticipate
a loss in the fourth quarter in line with the loss for the third quarter, and it
will be several quarters before our film business returns to profitability.

Unconsolidated Operations

The equity in earnings from unconsolidated companies increased from a loss
of $26 million for the nine month period in the prior year to income of $127
million in the current year. Revenues from unconsolidated companies increased 66
percent over the prior nine months. EBITDA tripled in the nine month period. The
significant improvement is due primarily to improved operating results in the
businesses of USANi LLC. It is also due to the impact of including USANi's
results in equity in earnings from unconsolidated companies for all of the
current year. In the prior year, Seagram owned 100 percent of USA Networks for
the period from October 21, 1997 to February 12, 1998. During that period, the
results were included in consolidated operations, not in equity in earnings from
unconsolidated companies. In addition, Seagram benefited from improved operating
results at Loews Cineplex in the nine-month period compared to Cineplex Odeon
Corporation (owned in the prior year). In addition to USANi LLC and Loews
Cineplex, the unconsolidated companies principally include United Cinemas
International Multiplex B.V., Cinema International Corporation N.V., Cinema
International B.V. and Brillstein Grey Entertainment.

RECREATION AND OTHER

Consolidated Operations

Revenues for recreation and other increased 14 percent in the nine month
period ended March 31, 1999. Operating income

21
<PAGE> 25

increased seven percent to $31 million on a nine-month basis. EBITDA increased
11 percent in the nine month period. These increases reflect the success of the
Crash Bandicoot and Spyro video games and improved sales by Spencer Gifts. This
was partially offset by the weakness of Universal Studios Hollywood. Attendance
at the theme park in Hollywood declined 10 percent for the nine months ended
March 31, 1999, largely due to the impact of the Asian economic and currency
crisis on tourism. There was essentially no change in per capita spending at the
park year-on-year.

Unconsolidated Operations

In the nine months ended March 31, 1999, the equity in earnings from
unconsolidated companies improved from a loss of $15 million in the prior year
to a loss of $2 million in the current year. Revenues from unconsolidated
companies decreased 12 percent while EBITDA increased 51 percent. The
improvement in the nine month results is largely due to a gain recognized by
Sega GameWorks L.L.C., on the sale of its game sales operation to Sega in the
first quarter. In addition to Sega GameWorks, the unconsolidated companies
include Universal Studios Florida, Port Aventura, Interplay Entertainment Corp
as well as other smaller Investments. At Universal Studios Florida, paid
attendance declined one percent year-to-date, while per capita spending
increased one percent year-to-date, principally driven by a higher admission
price.

SPIRITS AND WINE

Consolidated Operations

Revenues increased seven percent in the nine months while operating income
increased 17 percent in the nine months. Operating income in the prior year
included a $60 million charge related to operations in Asia. Excluding the
impact of this charge, operating income increased one percent for the nine
months.

Asia Pacific's revenues increased 65 percent for the nine months and
operating income increased 33 percent, as the region continues to recover from
the difficult economic conditions experienced there after the first quarter last
year. Revenues in North America were five percent higher for the nine months.
Operating income in North America was six percent higher for the nine months.
These improvements reflect higher volumes and pricing, partially offset by
increased marketing investment. Europe's revenues increased five percent in the
nine months while operating income increased two percent in the nine months. In
Latin America, the nine months revenues declined two percent and operating
income decreased 10 percent. These declines are due to the difficult economic
conditions in the region, particularly in Brazil.

In the nine months ended March 31, 1999, cost of goods sold as a percentage
of revenues increased to 53.2 percent from 52.1 percent the prior year. Selling,
general and administrative expenses as a percentage of revenues decreased to
34.2 percent from 35.4 percent due to slight reductions in both brand spending
and overhead expenses coupled with improved revenues. Total brand spending
declined one percent at constant exchange rates in the nine-month period. Brand
equity spending increased three percent for the nine months at constant exchange
rates.

Spirits and wine case volumes, including unconsolidated companies,
increased two percent in the nine months.

EBITDA from consolidated companies increased 15 percent in the nine months.
Excluding the impact of the $60 million charge for Asia Pacific from the prior
year results, EBITDA would have increased two percent in the nine months.

Unconsolidated Operations

The equity in earnings of unconsolidated companies was breakeven in the
nine months compared to a loss of $3 million in the prior year period. Revenues
from unconsolidated companies declined by 34 percent in the nine months. EBITDA
more than doubled in the nine months. The year-on-year variances are primarily
due to changes in the entities that are included in unconsolidated companies. In

22
<PAGE> 26

the current year they are Kirin-Seagram Limited in Japan and Seagram (Thailand)
Limited. In the nine months ended March 31, 1998 they also included Doosan
Seagram Co., Ltd. in Korea. As a result of an additional investment in Doosan
Seagram Co., Ltd. at the end of June 1998, that affiliate's results are now
consolidated.

CORPORATE EXPENSES AND INTEREST, NET AND OTHER

Corporate expenses were $68 million in the current year nine months as
compared to $59 million in the prior year. The year-on-year variance is
primarily due to increased costs associated with certain stock-based
compensation resulting from the change in the market value of Seagram's shares
during the period. Interest, net and other was $301 million in the current nine
months and $183 million in the prior year nine months. The increase reflects the
funding of the PolyGram acquisition.

NET INCOME/(LOSS)

In the nine months, which includes the $1.1 billion after-tax gain on the
sale of Tropicana, net income was $739 million or $2.00 per basic share and per
diluted share. In the nine months, net income from continuing operations was a
loss of $86 million or $0.23 per share, compared with income of $153 million or
$0.44 per share in the prior year. Income from continuing operations excludes:

- the entertainment restructuring charge,

- the prior year charge for Asia Pacific spirits and wine operations,

- the gains on the sale of Time Warner shares and USAi transaction, and

- discontinued Tropicana operations.

The net income decline primarily reflects the operating income shortfall
and higher interest expense associated with funding the PolyGram acquisition,
which are partially offset by high equity earnings from unconsolidated
companies.

23
<PAGE> 27

THE SELLING SHAREHOLDERS

The following table sets forth for each selling shareholder:

- that selling shareholder's beneficial ownership of common shares prior to
the offering and the percentage of total voting power represented thereby
and

- the number of common shares to be beneficially owned by that selling
shareholder after the offering and the percentage of total voting power
represented thereby.

Charles R. Bronfman is Co-Chairman of Seagram.

<TABLE>
<CAPTION>
BEFORE THE OFFERING AFTER THE OFFERING
----------------------------- COMMON SHARES ----------------------------------
COMMON SHARES PERCENTAGE OF TO BE SOLD IN COMMON SHARES PERCENTAGE OF
BENEFICIALLY TOTAL VOTING THE TO BE BENEFICIALLY TOTAL VOTING
NAME OF SELLING SHAREHOLDER OWNED POWER OFFERING OWNED POWER
- --------------------------- ------------- ------------- ------------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Trusts for the benefit of
Charles R. Bronfman and
his descendants, Canadian
charities, related
entities or assigns(1)... 52,596,924 13.0% 8,000,000 44,596,924 10.3%
</TABLE>

- ---------------

(1) The selling shareholders may transfer some or all of their common shares
prior to the completion of the offering. Transferees who receive Seagram
common shares prior to the completion of the offering may offer those shares
pursuant to this prospectus.

24
<PAGE> 28

DESCRIPTION OF SHARE CAPITAL

The following brief summary of our share capital is not complete and is
qualified in its entirety by reference to all the provisions of our articles of
amalgamation and our by-laws.

Our authorized capital currently consists of an unlimited number of common
shares, of which 403,046,179 common shares were outstanding at April 30, 1999,
and an unlimited number of preferred shares, none of which are outstanding.

COMMON SHARES

A holder of common shares receives one vote per share at shareholder
meetings, except at meetings where only the holders of a different class or
series of shares may vote. Subject to the rights of another class or series of
shares that rank ahead of the common shares:

- holders of common shares receive dividends when declared and paid by the
board of directors, and

- if Seagram is liquidated, holders of common shares are entitled to the
remaining property of Seagram, after all prior claims are satisfied.

Shares that rank ahead of the common shares include our first preferred
shares and second preferred shares. Holders of common shares are not entitled to
any preemptive rights to acquire any other securities.

At March 31, 1999, Joseph E. Seagram & Sons, Inc., our subsidiary, had
outstanding Liquid Yield Option Notes ("LYONs"). The LYONs:

- are guaranteed by Seagram on a subordinated basis,

- are convertible into common shares at a conversion rate of 18.44 common
shares for each $1,000 face amount LYON (297,256 shares at March 31,
1999), and

- mature on March 5, 2006.

At March 31, 1999, 37,550,310 common shares were potentially issuable upon
the conversion of the LYONs and the exercise of outstanding employee stock
options.

We send holders of common shares annual reports containing audited
financial statements. In addition, we send holders of common shares quarterly
reports containing unaudited financial information if they make an annual
election to receive that information.

The transfer agents and registrars for the common shares are CIBC Mellon
Trust Company and ChaseMellon Shareholder Services L.L.C.

Under Canadian income tax law, payment of dividends by us to holders of
common shares who are not Canadian residents is subject to Canadian withholding
tax. For holders who are U.S. residents, 15% of the dividends must generally be
withheld under treaty arrangements between the United States and Canada. For
holders resident in other countries, the withholding rate varies. For a U.S.
shareholder, the amount of tax withheld in Canada will generally:

- be deductible from gross income, or

- at the election of the taxpayer (subject to various conditions) the
amount withheld in Canada may be credited against U.S. income tax.

Dividends received by a U.S. shareholder will not qualify for the partial
dividends received deduction allowable to corporations.

This discussion is provided for purposes of general information only. You
should refer to the additional information in "U.S. Federal Income Tax
Considerations for U.S. Persons" and "Canadian Income Tax Consequences".

PREFERRED SHARES

Preferred shares are divided into two classes, first preferred shares and
second preferred shares. For payment of dividends and the distribution of assets
in the event of the liquidation, dissolution or winding-up of Seagram:

- first preferred shares rank in priority to common shares and second
preferred shares, and

25
<PAGE> 29

- second preferred shares rank in priority to common shares.

First preferred shares and second preferred shares are issuable in series.
The board of directors can determine the number, designation, rights,
privileges, restrictions and conditions to be attached to the preferred shares
of each series, including:

- dividend rights,

- voting rights,

- conversion rights,

- redemption and purchase provisions, and

- restrictions on payment of dividends on common shares or any other shares
ranking junior to the shares of the series.

26
<PAGE> 30

U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. PERSONS

The following summary describes the material U.S. federal income tax
consequences of the ownership of common shares as of the date hereof to U.S.
persons as defined in the Internal Revenue Code of 1986 (the "Code") (1) who are
residents of the United States for purposes of the current Canada-United States
Income Tax Treaty (the "Treaty"), (2) whose common shares are not, for purposes
of the Treaty, effectively connected with a permanent establishment in Canada
and (3) who otherwise qualify for the full benefits of the Treaty. Under the
Code, a "U.S. person" means a person who is any of the following:

- a citizen or resident of the United States,

- a corporation or partnership created or organized in or under the laws of
the United States or any political subdivision thereof,

- an estate the income of which is subject to U.S. federal income taxation
regardless of its source, or

- a trust that is subject to the supervision of a court within the United
States and the control of one or more U.S. persons or that has a valid
election in effect under applicable U.S. Treasury regulations to be
treated as a U.S. person.

This summary is based on current law, which is subject to change (perhaps
retroactively), is for general purposes only and should not be considered tax
advice. This summary does not represent a detailed description of the U.S.
federal income tax consequences to you in light of your particular
circumstances. In addition, it does not represent a detailed description of the
U.S. federal income tax consequences applicable to you if you are subject to
special treatment under the U.S. federal income tax laws (including if you are a
dealer in securities or currencies, a financial institution, an insurance
company, a tax exempt organization, a person holding the common shares as part
of a hedging, integrated or conversion transaction, constructive sale or
straddle, a person owning 10% or more of our voting stock or a U.S. person whose
"functional currency" is not the U.S. dollar). For purposes of this discussion,
we have assumed that you will hold the common shares as a capital asset as
defined under the Code. In addition, we have assumed that the common shares will
not be considered taxable Canadian property as described under "Canadian Income
Tax Consequences". We cannot assure you that a change in law will not alter
significantly the tax considerations that we describe in this summary.

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR CONCERNING THE PARTICULAR U.S.
FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE OWNERSHIP OF COMMON SHARES, AS
WELL AS THE CONSEQUENCES TO YOU ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR
OTHER TAXING JURISDICTION.

TAXATION OF DIVIDENDS

The gross amount of dividends paid to you (including amounts withheld to
reflect Canadian withholding taxes) will be treated as dividend income, to the
extent paid out of our current or accumulated earnings and profits, as
determined under U.S. federal income tax principles. You will be required to
include any such dividends in your gross income as ordinary income on the day it
is received. Such dividends will not be eligible for the dividends received
deduction allowed to corporations under the Code.

The amount of any dividend paid in Canadian dollars will equal the U.S.
dollar value of the Canadian dollars received by you calculated by reference to
the exchange rate in effect on the date received, regardless of whether the
Canadian dollars are converted into U.S. dollars. If you do not convert the
Canadian dollars you receive into U.S. dollars on the date of receipt, you will
have a basis in the Canadian dollars equal to their U.S. dollar value on the
date of receipt. Any gain or loss realized by you on a subsequent conversion or
other disposition of the Canadian dollars will be treated as ordinary income or
loss.

27
<PAGE> 31

The maximum rate of withholding tax on dividends paid to you pursuant to
the Treaty is 15 percent. Subject to certain conditions and limitations,
Canadian withholding taxes on dividends may be treated as foreign taxes eligible
for credit against your United States federal income tax liability. For purposes
of calculating the foreign tax credit, dividends paid on the common shares will
be treated as income from sources outside the United States and will generally
constitute "passive income" or, for certain holders, "financial services
income". Special rules will apply to you if your foreign source income during
the taxable year consists entirely of "qualified passive income" and your
creditable foreign taxes paid or accrued during the taxable year do not exceed
$300 ($600 in the case of a joint return). Further, you may not be allowed a
foreign tax credit for foreign taxes imposed on dividends paid on common shares
if you (1) have held common shares for less than a specified minimum period
during which you are not protected from risk of loss, (2) are obligated to make
payments related to the dividends or (3) hold the common shares in an
arrangement in which your expected economic profit, after non-U.S. taxes, is
insubstantial. The rules governing the foreign tax credit are complex. You are
urged to consult your tax advisor regarding the availability of the foreign tax
credit under your particular circumstances.

To the extent that the amount of any distribution exceeds our current and
accumulated earnings and profits for a taxable year, the distribution will first
be treated as a tax-free return of capital to you, causing a reduction in the
adjusted basis of your common shares (thereby increasing the amount of gain, or
decreasing the amount of loss, to be recognized by you on a subsequent
disposition of the common shares). The balance in excess of your adjusted basis
will be taxed to you as capital gain recognized on a sale or exchange.
Consequently, such distributions in excess of our current and accumulated
earnings and profits would not give rise to foreign source income and you would
not be able to use the foreign tax credit arising from any Canadian withholding
tax imposed on such distributions unless such credit can be applied (subject to
applicable limitations) against U.S. tax you owe on other foreign source income
in the appropriate category for foreign tax purposes.

TAXATION OF CAPITAL GAINS

When you sell, exchange or otherwise dispose of a common share, you will
recognize gain or loss equal to the difference between the amount you receive
and your basis in the common share. Your gain or loss will generally be treated
as United States source gain or loss and will be capital gain or loss. If you
are an individual and the common share being sold, exchanged or otherwise
disposed of is a capital asset held for more than one year, you may be eligible
for reduced rates of taxation on any capital gain recognized. Your ability to
deduct capital losses is subject to limitations.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Unless you are an exempt recipient such as a corporation, payments on the
common shares and the proceeds received with respect to the sale of common
shares may be subject to information reporting and may also be subject to U.S.
federal backup withholding tax at the rate of 31% if you fail to supply an
accurate taxpayer identification number or otherwise fail to comply with
applicable U.S. information reporting or certification requirements. Any amounts
so withheld will be allowed as a credit against your U.S. federal income tax
liability.

28
<PAGE> 32

CANADIAN INCOME TAX CONSEQUENCES

INTRODUCTION

In the opinion of Goodman Phillips & Vineberg, our Canadian counsel, the
following is an accurate summary of Canadian federal income tax considerations
under the Income Tax Act(Canada) (the "Act") generally applicable to holders of
common shares who are residents of the United States for purposes of the
Canada-United States Income Tax Convention, 1980 (the "Convention") who have not
been and will not be resident or deemed to be resident in Canada at any time
while they have held or will hold any such common shares. This summary is only
applicable to you if the common shares are not "taxable Canadian property", as
defined in the Act, and you do not use or hold or are not deemed to use or hold
common shares in connection with carrying on a business in Canada.

Generally, the common shares will not be taxable Canadian property provided
that they are listed on a prescribed stock exchange (which currently includes
the Toronto Stock Exchange and the New York Stock Exchange), you do not use or
hold, and are not deemed to use or hold, those common shares in connection with
carrying on a business in Canada and that you, persons with whom you do not deal
at arm's length or you and those persons, have not owned (taking into account
any interest in or option in respect of the common shares) 25% or more of the
issued shares of any class or series of our capital stock at any time within
five years preceding the date of disposition.

This summary is not applicable to you if you carry on an insurance business
in Canada and elsewhere, in respect of the common shares that are effectively
connected with your Canadian insurance business or that are "designated
insurance property" as defined in the Act.

This summary is based on the Act, the regulations thereunder and counsel's
understanding of the administrative policies and assessing practices published
by Revenue Canada, in effect as of the date of this prospectus. This summary
takes into account all proposed amendments to the Act and regulations thereunder
announced by the Minister of Finance of Canada, prior to the date hereof (the
"Tax Proposals"), although no assurances can be given that the Tax Proposals
will be enacted in the form proposed, or at all. This summary does not take into
account or anticipate any other changes in law, administrative policy or
assessing practice, whether by judicial, governmental or legislative action or
decision, nor does it take into account provincial, territorial or foreign
income tax legislation or considerations, which may differ from the Canadian
federal income tax considerations described herein. No advance income tax ruling
has been sought or obtained from Revenue Canada to confirm the tax consequences
described herein.

This summary is of a general nature only and is not intended to be, and
should not be construed to be legal, business or tax advice to you. You should
consult your own tax advisors for advice with respect to your particular
circumstances.

For the purposes of the Act, all amounts, including dividends, must be
expressed in Canadian dollars; amounts denominated in U.S. dollars must be
converted into Canadian dollars based on the U.S. dollar exchange rate generally
prevailing at the time such amounts arise.

TAXATION OF DIVIDENDS

Where you receive or are deemed to receive a dividend, it will generally be
subject to Canadian withholding tax under the Convention at the rate of 15%,
provided you are the beneficial owner of such payment.

SALE OR DISPOSITION

You will not be subject to tax under the Act upon the sale or other
disposition of the common shares.

29
<PAGE> 33

VALIDITY OF COMMON SHARES

Simpson Thacher & Bartlett, our U.S. counsel, will provide an opinion for
us regarding the registration of the common shares under the Securities Act of
1933. Goodman Phillips & Vineberg S.E.N.C., our Canadian counsel, will provide
opinions for us regarding the validity of the common shares. Sullivan &
Cromwell, U.S. counsel for the underwriters, will pass upon the validity of the
common shares for those underwriters.

EXPERTS

Our consolidated financial statements as of June 30, 1997 and 1998 and for
the year ended January 31, 1996, the five-month transition period ended June 30,
1996 and the years ended June 30, 1997 and 1998, incorporated in this prospectus
by reference to our Annual Report on Form 10-K for the fiscal year ended June
30, 1998, as amended, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.

The consolidated financial statements of PolyGram as of December 31, 1996
and 1997 and for each of the years in the three year period ended December 31,
1997 incorporated in this prospectus by reference to our Form 8-K, dated August
25, 1998, as amended, have been audited by KPMG Accountants N.V., as stated in
their report, and have been so incorporated in reliance upon the report of that
firm given on the authority of that firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, proxy statements
and other information filed by us at the SEC's Public Reference Rooms at:

- 450 Fifth Street, NW, Washington, D.C. 20549,

- Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and

- Seven World Trade Center, New York, New York 10048.

You may also request copies of these documents, upon payment of a
duplicating fee, by writing to the Public Reference Section of the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
SEC's Public Reference Rooms. Our SEC filings are also available to the public
on the SEC's Internet site (http://www.sec.gov).

We have filed a registration statement on Form S-3 under the Securities Act
of 1933 covering the securities described in this prospectus. For further
information with respect to us and those securities, you should refer to our
registration statement and its exhibits. We have summarized certain key
provisions of contracts and other documents that we refer to in this prospectus.
Because a summary may not contain all the information that is important to you,
you should review the full text of the document. We have included copies of
these documents as exhibits to our registration statement.

The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to another document that we filed with the SEC. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
securities.
30
<PAGE> 34

- our Annual Report on Form 10-K for the fiscal year ended June 30, 1998,
as amended,

- our Quarterly Reports on Form 10-Q for the quarterly periods ended
September 30, 1998, December 31, 1998 and March 31, 1999,

- our Current Reports on Form 8-K dated July 20, 1998, August 4, 1998,
August 25, 1998, as amended, September 1, 1998, as amended, November 10,
1998, November 16, 1998, November 24, 1998, December 6, 1998, December 9,
1998, December 10, 1998, as amended, December 14, 1998, April 7, 1999 and
May 13, 1999.

You may request a copy of our filings (other than exhibits) at no cost, by
writing or telephoning SCL at 1430 Peel Street, Montreal, Quebec H3A 1S9,
telephone (514) 849-5271, attention: Shareholder Services.

JURISDICTION OVER SEAGRAM

We are a Canadian corporation and certain of our directors and officers and
the experts referred to above are citizens or residents of countries other than
the United States. A substantial portion of our assets and of those persons are
located outside the United States. Accordingly, it may be difficult for
investors:

- to obtain jurisdiction over us and those directors and officers and
experts in courts in the United States in actions predicated on the civil
liability provision of the U.S. federal securities,

- to enforce against us or those persons judgments obtained in such
actions,

- to obtain judgments against us or those persons in original actions in
Canadian or other foreign courts predicated solely upon the U.S. federal
securities laws, or

- to enforce against us or those persons in Canadian or other foreign
courts judgments of courts in the United States predicated upon the civil
liability provision of the U.S. federal securities laws.

DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains or incorporates by reference statements which
constitute "forward-looking statements", in that they include statements
regarding the intent, belief or current expectations of our directors and
officers with respect to our future operating performance, both before and after
the consummation of the offerings. Such statements include any forecasts,
projections and descriptions of anticipated cost savings or other synergies. You
should be aware that any such forward-looking statements are not guarantees of
future performance and may involve risks and uncertainties, and that actual
results may differ from those set forth in the forward-looking statements as a
result of various factors (including, without limitations, the actions of
competitors, future global economic conditions, market conditions, foreign
exchange rates, and operating and financial risks related to managing growth and
integrating acquired businesses), many of which are beyond our control. The
occurrence of any such factors not currently expected by us would significantly
alter the results set forth in these statements.

31
<PAGE> 35

UNDERWRITING

Seagram, the selling shareholders and the underwriters for the U.S.
offering (the "U.S. underwriters") named below have entered into an underwriting
agreement with respect to the shares being offered. Subject to certain
conditions, each U.S. underwriter has severally agreed to purchase the number of
shares indicated in the following table. Goldman, Sachs & Co., Bear, Stearns &
Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated, Credit Suisse First Boston Corporation, PaineWebber
Incorporated, Salomon Smith Barney Inc. and Blaylock & Partners, L.P. are the
representatives of the U.S. underwriters.

<TABLE>
<CAPTION>
Number of
U.S. Underwriters Shares
----------------- ----------
<S> <C>
Goldman, Sachs & Co. .......................................
Bear, Stearns & Co. Inc. ...................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
Morgan Stanley & Co. Incorporated...........................
Credit Suisse First Boston Corporation......................
PaineWebber Incorporated....................................
Salomon Smith Barney Inc....................................
Blaylock & Partners, L.P. ..................................
----------
Total................................... 26,000,000
==========
</TABLE>

If the U.S. underwriters sell more shares than the total number set forth
in the table above, the U.S. underwriters have an option to buy up to an
additional 3,900,000 shares from Seagram to cover such sales. They may exercise
that option for 30 days. If any shares are purchased pursuant to this option,
the U.S. underwriters will severally purchase shares in approximately the same
proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts
and commissions to be paid to the U.S. underwriters by Seagram and the selling
shareholders. These amounts are shown assuming both no exercise and full
exercise of the U.S. underwriters' option to purchase 3,900,000 additional
shares.

<TABLE>
<CAPTION>
Paid by Seagram
----------------------------
No Exercise Full Exercise
----------- -------------
<S> <C> <C>
Per Share............ $ $
Total................ $ $
</TABLE>

<TABLE>
<CAPTION>
Paid by the Selling
Shareholders
----------------------------
No Exercise Full Exercise
----------- -------------
<S> <C> <C>
Per Share............ $ $
Total................ $ $
</TABLE>

Shares sold by the U.S. underwriters to the public will initially be
offered at the initial price to public set forth on the cover of this
prospectus. Any shares sold by the U.S. underwriters to securities dealers may
be sold at a discount of up to $ per share from the initial price to
public. Any such securities dealers may resell any shares purchased from the
underwriters to certain other brokers or dealers at a discount of up to $
per share from the initial price to public. If all the shares are not sold at
the initial price to public, the representatives may change the offering price
and the other selling terms.

Seagram and the selling shareholders have entered into an underwriting
agreement with underwriters for the sale of common shares internationally.
Seagram has also entered into an underwriting agreement with underwriters for
the sale of common shares in Canada. The terms and conditions of this offering
and of the concurrent Canadian and international offerings are substantially the
same and the sale of common shares in all three offerings are conditioned on
each other. Goldman Sachs International, Bear, Stearns International Limited,
Merrill Lynch International and Morgan Stanley & Co.

U-1
<PAGE> 36

International Limited are representatives of the underwriters for the
international offering and Goldman Sachs Canada, CIBC World Markets Inc., RBC
Dominion Securities Inc. and Nesbitt Burns Inc. are underwriters for the
Canadian offering.

The underwriters for all three offerings have entered into agreements in
which they have agreed to restrictions on where and to whom they and any dealer
purchasing from them may offer common shares as a part of the distribution of
the common shares. The underwriters have also agreed that they may sell common
shares among each of the underwriting groups.

Seagram and the selling shareholders have agreed with the underwriters not
to dispose of or hedge any of their common shares (other than the common shares
offered in the common share offerings) or securities convertible into or
exchangeable for common shares (other than the units offered in the unit
offering) during the period from the date of this prospectus continuing through
the date which is 90 days after the date of this prospectus, except with the
prior written consent of Goldman, Sachs & Co. This agreement does not apply to
any existing employee stock plans.

In connection with this offering, the underwriters may purchase and sell
common shares in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
shares than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the common shares while
the offering is in progress.

The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased common
shares sold by or for the account of that underwriter in stabilizing or short
covering transactions.

These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common shares. As a result, the price of the
common shares may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the New York
Stock Exchange, in the over-the-counter market or otherwise.

Seagram estimates that the total expenses of this offering, excluding
underwriting discounts and commissions, will be approximately $1.2 million.

Seagram has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.

Certain of the underwriters have acted as financial advisors to Seagram and
have received customary compensation for those services. John S. Weinberg, a
Managing Director of Goldman, Sachs & Co., and Matthew W. Barrett, Chairman of a
Canadian chartered bank affiliated with an underwriter for the Canadian
offering, are also directors of Seagram.

This prospectus may be used by the underwriters and other dealers in
connection with offers and sales of the shares, including sales of shares
initially sold by the underwriters in the international and Canadian offerings,
to persons located in the United States.

U-2
<PAGE> 37

------------------------------------------------------
------------------------------------------------------

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

-------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary................... 2
Description of Seagram............... 6
Use of Proceeds...................... 11
Price Range of Common Shares......... 11
Capitalization....................... 12
Selected Historical Consolidated
Financial Data..................... 13
Management's Discussion and Analysis
of Selected Historical Consolidated
Financial Data and Supplemental
Financial Information.............. 15
The Selling Shareholders............. 24
Description of Share Capital......... 25
U.S. Federal Income Tax
Considerations for U.S. Persons.... 27
Canadian Income Tax Consequences..... 29
Validity of Common Shares............ 30
Experts.............................. 30
Where You Can Find More
Information........................ 30
Jurisdiction Over Seagram............ 31
Disclosure Regarding Forward-Looking
Information........................ 31
Underwriting......................... U-1
</TABLE>

------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------

37,000,000 Shares

THE SEAGRAM COMPANY LTD.
Common Shares
-------------------------
[SEAGRAM LOGO]
-------------------------
GOLDMAN, SACHS & CO.

BEAR, STEARNS & CO. INC.

MERRILL LYNCH & CO.

MORGAN STANLEY DEAN WITTER

CREDIT SUISSE FIRST BOSTON

PAINEWEBBER INCORPORATED

SALOMON SMITH BARNEY

BLAYLOCK & PARTNERS, L.P.

Representatives of the Underwriters
------------------------------------------------------
------------------------------------------------------
<PAGE> 38

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The amount of expenses in connection with the issuance and distribution of
the securities which are being newly registered hereby, other than underwriting
discounts and commissions, is estimated as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee............... $ 639,400
Costs of printing and engraving............................. 300,000
Legal fees and expenses..................................... 350,000
Blue Sky fees and expenses.................................. 10,000
Accounting fees and expenses................................ 40,000
Transfer Agent and Registrar fees and expenses.............. 25,000
Miscellaneous............................................... 35,600
----------
Total.................................................. $1,400,000
==========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 124, Subsections (1) through (4), of the Canada Business
Corporations Act (the "Act") provides as follows:

"124. (1) Indemnification.--Except in respect of an action by or on
behalf of the corporation or body corporate to procure a judgment in its
favour, a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a person
who acts or acted at the corporation's request as a director or officer of
a body corporate of which the corporation is or was a shareholder or
creditor, and his heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a party
by reason of being or having been a director or officer of such corporation
or body corporate, if

(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and

(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.

(2) Indemnification in derivative actions.--A corporation may with the
approval of a court indemnify a person referred to in subsection (1) in
respect of an action by or on behalf of the corporation or body corporate
to procure a judgment in its favour, to which he is made a party by reason
of being or having been a director or an officer of the corporation or body
corporate, against all costs, charges and expenses reasonably incurred by
him in connection with such action if he fulfils the conditions set out in
paragraphs (1)(a) and (b).

(3) Indemnity as of right.--Notwithstanding anything in this section,
a person referred to in subsection (1) is entitled to indemnity from the
corporation in respect of all costs, charges and expenses reasonably
incurred by him in connection with the defense of any civil, criminal or
administrative action or proceeding to which he is made a party by reason
of being or having been a director or officer of the corporation or body
corporate, if the person seeking indemnity

II-1
<PAGE> 39

(a) was substantially successful on the merits in his defense of the
action or proceeding, and

(b) fulfills the conditions set out in paragraphs (1)(a) and (b).

(4) Directors' and officers' insurance.--A corporation may purchase
and maintain insurance for the benefit of any person referred to in
subsection (1) against any liability incurred by him

(a) in his capacity as a director or officer of the corporation, except
where the liability relates to his failure to act honestly and in
good faith with a view to the best interests of the corporation; or

(b) in his capacity as a director or officer of another body corporate
where he acts or acted in that capacity at the corporation's
request, except where the liability relates to his failure to act
honestly and in good faith with a view to the best interests of the
body corporate."

Sections 7.02 and 7.03 of the General By-Laws of The Seagram Company Ltd.
provide as follows:

"Section 7.02--Indemnity. Without in any manner derogating from or
limiting the mandatory provisions of the Act but subject to the conditions
contained therein, the Corporation shall indemnify a director or officer of
the Corporation, a former director or officer of the Corporation, or a
person who acts or acted at the Corporation's request as a director or
officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made
a party by reason of being or having been a director or officer of the
Corporation or such body corporate, if

(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he has reasonable grounds
for believing that his conduct was lawful.

Section 7.03--Insurance. Subject to the limitations contained in the
Act, the Corporation may purchase and maintain such insurance for the
benefit of the persons mentioned in Section 7.02, as the board may from
time to time determine."

The directors and officers of the Registrant are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by the Registrant.

II-2
<PAGE> 40

ITEM 16. LIST OF EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<C> <C> <S>
1** -- Form of Underwriting Agreement.
4(a) -- Articles of Amalgamation dated February 1, 1995 between The
Seagram Company Ltd. and Centenary Distillers Ltd.
(incorporated by reference to Exhibit 3(a) of The Seagram
Company Ltd.'s Annual Report on Form 10-K for the fiscal
year ended January 31, 1995), as amended by Certificate and
Articles of Amendment dated May 31, 1995 (incorporated by
reference to Exhibit 3(a) of The Seagram Company Ltd.'s
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1995).
(b) -- General By-Laws of The Seagram Company Ltd., as amended
(incorporated by reference to Exhibit 3(b) to The Seagram
Company Ltd.'s Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1996).
(c)*** -- Form of The Seagram Company Ltd. common share certificate.
5*** -- Opinion and Consent of Goodman Phillips & Vineberg S.E.N.C.
12*** -- Computation of ratio of earnings to fixed charges.
23(a)* -- Consent of PricewaterhouseCoopers LLP, independent
accountants, with respect to the financial statements of The
Seagram Company Ltd.
(b)* -- Consent of KPMG Accountants N.V., independent accountants,
with respect to the financial statements of PolyGram N.V.
(c)*** -- Consent of Goodman Phillips & Vineberg S.E.N.C. is included
in its opinion filed as Exhibit 5.
24*** -- Power of Attorney.
</TABLE>

- ---------------

* Filed herewith.
** To be filed by amendment.

*** Previously filed.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for
II-3
<PAGE> 41

indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.

(4) The prospectus will reflect any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.

II-4
<PAGE> 42

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE SEAGRAM
COMPANY LTD. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF MONTREAL, PROVINCE OF QUEBEC, CANADA, ON MAY 24,
1999.

THE SEAGRAM COMPANY LTD.
(Registrant)

By /s/ JOHN R. PRESTON
------------------------------------
John R. Preston
Vice President and Treasurer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON MAY 24, 1999 BY THE FOLLOWING PERSONS
IN THE CAPACITIES AT THE SEAGRAM COMPANY LTD. INDICATED.

<TABLE>
<C> <S>
Principal Executive Officer:

* Director, President and Chief Executive
- --------------------------------------------------- Officer
(Edgar Bronfman, Jr.)
Principal Financial Officer and Agent
for Service:

* Director, Vice Chairman and Chief Financial
- --------------------------------------------------- Officer
(Robert W. Matschullat)
Principal Accounting Officer:

* Director, Vice Chairman and Chief Financial
- --------------------------------------------------- Officer
(Robert W. Matschullat)
</TABLE>

II-5
<PAGE> 43

Directors:

EDGAR M. BRONFMAN*
CHARLES R. BRONFMAN*
SAMUEL BRONFMAN II*
MATTHEW W. BARRETT*
LAURENT BEAUDOIN*
CORNELIS BOONSTRA*
RICHARD H. BROWN*
WILLIAM G. DAVIS*
ANDRE DESMARAIS*
BARRY DILLER *
MICHELE J. HOOPER*
DAVID L. JOHNSTON*
E. LEO KOLBER*
MARIE-JOSEE KRAVIS*
SAMUEL MINZBERG*
JOHN S. WEINBERG*
- ---------------

* By signing his name hereto, John R. Preston signs this Registration Statement
and the Post-Effective Amendments on behalf of each of the persons indicated
above pursuant to a power of attorney duly executed by such persons and filed
with the Securities and Exchange Commission.

By /s/ JOHN R. PRESTON
-----------------------------------
(John R. Preston, Attorney-in-fact)

II-6
<PAGE> 44

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<S> <C> <C>
1** -- Form of Underwriting Agreement.
4(a) -- Articles of Amalgamation dated February 1, 1995 between The
Seagram Company Ltd. and Centenary Distillers Ltd.
(incorporated by reference to Exhibit 3(a) of The Seagram
Company Ltd.'s Annual Report on Form 10-K for the fiscal
year ended January 31, 1995), as amended by Certificate and
Articles of Amendment dated May 31, 1995 (incorporated by
reference to Exhibit 3(a) of The Seagram Company Ltd.'s
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1995).
(b) -- General By-Laws of The Seagram Company Ltd., as amended
(incorporated by reference to Exhibit 3(b) to The Seagram
Company Ltd.'s Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1996).
(c)*** -- Form of The Seagram Company Ltd. common share certificate.
5*** -- Opinion and Consent of Goodman Phillips & Vineberg S.E.N.C.
12*** -- Computation of ratio of earnings to fixed charges.
23(a)* -- Consent of PricewaterhouseCoopers LLP, independent
accountants, with respect to the financial statements of The
Seagram Company Ltd.
(b)* -- Consent of KPMG Accountants N.V., independent accountants,
with respect to the financial statements of PolyGram N.V.
(c)*** -- The consent of Goodman Phillips & Vineberg S.E.N.C. is
included in its opinion filed as Exhibit 5.
24*** -- Power of Attorney.
</TABLE>

- ---------------

* Filed herewith.

** To be filed by amendment.

*** Previously filed.

<PAGE> 1

EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
OF THE SEAGRAM COMPANY LTD.

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated August 12, 1998, except as to Note 1
which is as of August 25, 1998, relating to the financial statements, which
appears in The Seagram Company Ltd.'s Annual Report on Form 10-K for the year
ended June 30, 1998, as amended. We also consent to the incorporation by
reference of our report dated August 12, 1998 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K, as
amended. We also consent to the references to us under the headings "Experts"
and "Selected Historical Consolidated Financial Data" in such Registration
Statement.

PricewaterhouseCoopers LLP
New York, New York

May 24, 1999

<PAGE> 1

EXHIBIT 23(b)

CONSENT OF INDEPENDENT AUDITORS OF POLYGRAM N.V.

We consent to incorporation by reference in the Prospectus constituting
part of the Registration Statement on Form S-3 of The Seagram Company Ltd. and
Joseph E. Seagram & Sons, Inc. of our Report dated February 11, 1998, relating
to the Consolidated Balance Sheets of PolyGram N.V. as of December 31, 1996 and
1997, and the related Consolidated Statements of Income, Consolidated Statements
of Cash Flows and Consolidated Statements of Changes in Shareholders' Equity for
each of the years in the three-year period ended December 31, 1997 of PolyGram
N.V., incorporated by reference in The Seagram Company Ltd.'s Form 8-K dated
August 25, 1998, as amended. We also consent to the reference to our firm under
the heading "Experts" in such Prospectus.

KPMG Accountants N.V.

Amsterdam, The Netherlands

May 24, 1999