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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 7, 1999
THE SEAGRAM COMPANY LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Canada 1-2275 None
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(514) 849-5271
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Item 5. Other Events.
On April 7, 1999, The Seagram Company Ltd. (the "Corporation") and USA Networks,
Inc. ("USAi") announced that they have reached a definitive agreement pursuant
to which the Corporation will sell certain PolyGram Filmed Entertainment ("PFE")
domestic assets to USAi. In a related transaction, October Films, in which the
Corporation owns a majority interest, will merge with a subsidiary of USAi. The
combined October/PFE entity will be renamed USA Films, which is expected to
become an operating division of USAi. USA Films will consist of October Films,
Gramercy Pictures (which will include Propaganda Films and Interscope
Communications) and USA Home Entertainment (formerly PolyGram Video). Terms of
the transactions were not disclosed.
The PFE acquisition includes PFE domestic production assets such as Interscope
Communications and Propaganda Films, as well as the following distribution
assets: PolyGram Video, PFE Canada, Gramercy Pictures, and PolyGram Films. The
transaction does not include PolyGram's stake in the Sundance Channel,
PolyGram's domestic television business, PolyGram's joint venture with Castle
Rock Entertainment, Propaganda's non-film business or any of PolyGram's
international operations.
The transactions are subject to regulatory approvals and other customary closing
conditions, and are expected to close in the second quarter.
A copy of the press release is attached hereto as Exhibit 99 and is incorporated
herein by reference.
On April 7, 1999, Universal Music Group, a division of the Corporation, and BMG
Entertainment, two of the world's leading music companies, announced the
formation of Internet content and commerce alliance to create online
communities of music fans, promote artists and sell CDs online. The joint
venture, to be known as GetMusic, will consist of online music channels and an
e-commerce site, getmusic.com.
Through this new generation of interactive genre-based music channels, the
alliance will create Internet communities with fan access to Universal and BMG
artists along with other related lifestyle content. The channels will establish
a closer link between artists and music fans, create awareness of new music
among fans, and help to drive sales through all channels of distribution.
Visitors to Universal and BMG artists' sites on the music channels will have the
added convenience of a "one-click-away" opportunity to purchase those artists'
recordings for mail order delivery through getmusic.com. getmusic.com will also
feature titles for purchase from all other music companies.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
(99) Press Release.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE SEAGRAM COMPANY LTD.
(Registrant)
Date: April 8, 1999
By: /s/ Daniel R. Paladino
--------------------------------------
Daniel R. Paladino
Executive Vice President -- Legal and
Environmental Affairs
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
(99) Press Release.
</TABLE>
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EXHIBIT 99
THE SEAGRAM COMPANY LTD. TO SELL CERTAIN
POLYGRAM FILMED ENTERTAINMENT DOMESTIC ASSETS
TO USA NETWORKS, INC.
USA NETWORKS, INC. TO ACQUIRE OCTOBER FILMS
NEW ENTITY TO BE CALLED USA FILMS
- -------------------------------------------------------------------------------
MONTREAL and NEW YORK, April 7, 1999 - The Seagram Company Ltd. [NYSE: VO] and
USA Networks, Inc. [NASDAQ: USAI] announced today that they have reached a
definitive agreement pursuant to which Seagram will sell certain PolyGram Filmed
Entertainment (PFE) domestic assets to USAi. In a related transaction, USAi has
agreed to purchase 100 percent of October Films, in which Seagram owns a
majority interest. The combined October/PFE entity will be renamed USA Films,
which is expected to become an operating division of USAi. USA Films will
consist of October Films, Gramercy Pictures (which will include Propaganda Films
and Interscope Communications) and USA Home Entertainment (formerly PolyGram
Video). Terms of the transactions were not disclosed.
The PFE acquisition includes PFE domestic production assets such as Interscope
Communications and Propaganda Films, as well as the following distribution
assets: PolyGram Video, PFE Canada, Gramercy Pictures, and PolyGram Films. The
transaction does not include PolyGram's stake in the Sundance Channel,
PolyGram's domestic television business, PolyGram's joint venture with Castle
Rock Entertainment, Propaganda's non-film business or any of PolyGram's
international operations.
Upon consummation of the October Films transaction, Scott Greenstein, current
co-President of October Films, will become Chairman of USA Films.
A special committee of the October Board of Directors has approved the October
Films transaction on behalf of its minority shareholders.
The transactions are subject to regulatory approvals and other customary closing
conditions, and are expected to close in the second quarter of 1999.
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USA Networks, Inc. is a diversified media and electronic commerce company with
assets that include the following: USA Network; SCI FI Channel; Studios USA,
which consists of first-run production & distribution, TV movies & miniseries
and network production & development; USA Broadcasting; Home Shopping Network;
Ticketmaster and USA Networks Interactive, which includes Internet Shopping
Network, whose primary service is First Auction. The company also owns a
controlling interest in Ticketmaster Online-CitySearch, Inc., a leading provider
of local content and live event ticketing on the World Wide Web.
PolyGram Filmed Entertainment, a division of Universal Pictures, encompasses the
production and worldwide distribution of motion pictures, television programming
and home video. Universal Pictures is a part of Universal Studios
(www.universalstudios.com), which is a unit of The Seagram Company Ltd.
October Films is an independent motion-picture company that acquires, produces,
and distributes films in all media in the United States and abroad. Formed in
1991, the company has 60 releases to its credit including such highly acclaimed
films as Mike Leigh's Secrets and Lies, Lars von Trier's Breaking The Waves, and
Robert Duvall's The Apostle. The company recently opened Robert Altman's
Cookie's Fortune to rave reviews in New York and Los Angeles. October's upcoming
releases include Tony Bui's Sundance Film Festival award-winning debut Three
Seasons and Albert Brooks' The Muse starring Brooks, Sharon Stone, Andie
MacDowell and Jeff Bridges.
The Seagram Company Ltd., headquartered in Montreal, operates in two global
business segments: entertainment and spirits and wine. The entertainment
business segment produces and distributes motion picture, television and home
video products, and recorded music. It also operates theme parks and retail
stores. The spirits and wine business segment is engaged principally in the
production and marketing of distilled spirits, wines, coolers, beers and mixers
throughout more than 190 countries and territories. The Company's corporate
website is located at www.seagram.com.
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SEAGRAM USA NETWORKS
MEDIA RELATIONS: MEDIA RELATIONS:
Anita Larsen Jennifer Goebel
212/572-1118 212/314-7373
INVESTOR RELATIONS: INVESTOR RELATIONS:
Joseph Fitzgerald Roger Clark
212/572-7282 212/314-7400
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