UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to 13d-1(a) and Amendments Thereto Filed Pursuant to 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
THE SEAGRAM COMPANY LTD.
(Name of Issuer)
common shares without nominal or par value
(Title of Class of Securities)
811850 10 6
(CUSIP Number)
Sarah E. Cogan
Simpson Thacher & Bartlett
425 Lexington Avenue, New York, New York 10017 (212) 455-3575
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 24, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box /_/.
Note: Schedule filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
Sections 240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 2 of 37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDGAR M. BRONFMAN, individually, as trustee under certain trusts
for the benefit of descendants of the late Samuel Bronfman, as
Managing Partner of Bronfman Associates, as trustee of a certain
charitable foundation and as voting trustee under a certain voting
trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 732,441
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,726,688
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 732,441
10 SHARED DISPOSITIVE POWER
60,344,960
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,563,733
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 3 of 37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE HON. CHARLES R. BRONFMAN, as director or trustee of certain
charitable foundations and as voting trustee under certain voting
trust agreements.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES 112,899,802
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,726,688
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 501,034
10 SHARED DISPOSITIVE POWER
4,014,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,626,490
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.7
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 4 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHYLLIS LAMBERT, as director of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES 750,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 240
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 750,000
10 SHARED DISPOSITIVE POWER
240
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,240
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 5 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAMUEL BRONFMAN II, individually and as trustee of a certain
charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 132,574
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 240,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 132,574
10 SHARED DISPOSITIVE POWER
240,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,574
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 6 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDGAR BRONFMAN, JR., individually, as trustee under certain trusts
for the benefit of descendants of the late Samuel Bronfman and as
trustee of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,639,840
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 240,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,639,840
10 SHARED DISPOSITIVE POWER
60,345,262
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,985,102
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 7 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MATTHEW BRONFMAN, individually, as trustee under certain trusts
for the benefit of descendants of the late Samuel Bronfman and as
director of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 240
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 240
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 240
10 SHARED DISPOSITIVE POWER
60,104,844
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,105,084
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 8 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEPHEN R. BRONFMAN, individually, as trustee under a certain trust
for the benefit of descendants of the late Samuel Bronfman and as
director of certain charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES 24,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 240
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 24,000
10 SHARED DISPOSITIVE POWER
27,574,404
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,598,404
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 9 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELLEN J. BRONFMAN HAUPTMAN, individually, as trustee under a certain
trust for the benefit of descendants of the late Samuel Bronfman and
as director of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 24,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 24,000
10 SHARED DISPOSITIVE POWER
24,294,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,318,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 10 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAROLD R. HANDLER, as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
60,104,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,104,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 11 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAYO A. SHATTUCK III, as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
60,104,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,104,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 12 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN L. WEINBERG, individually and as trustee under certain trusts
for the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 12,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 12,000
10 SHARED DISPOSITIVE POWER
60,104,604
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,116,604
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 13 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ARNOLD M. LUDWICK, as trustee under a certain trust for
the benefit of descendants of the late Samuel Bronfman
and as a director of certain charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
27,574,164
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,574,164
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 14 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT S. VINEBERG, individually and as trustee under a certain
trust for the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES 53,200
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 53,200
10 SHARED DISPOSITIVE POWER
23,800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,853,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 15 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GARY J. GARTNER, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
8,400,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) INCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 16 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN H. LEVIN, as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
8,400,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 17 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JEFFREY D. SCHEINE, as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
8,400,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 18 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TREVOR CARMICHAEL, as trustee under a certain trust for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
16,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 19 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NEVILLE LEROY SMITH, as trustee under a certain trust for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Barbados
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
16,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,320,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 20 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRUCE I. JUDELSON, as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 302,760
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 302,760
10 SHARED DISPOSITIVE POWER
16,320,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,622,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 21 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STANLEY N. BERGMAN, as trustee under certain trusts for
the benefit of descendants of the late Minda de Gunzburg
and as voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,486,332
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
1,420,004
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,486,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 22 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DR. GUIDO GOLDMAN, as trustee under certain trusts for
the benefit of descendants of the late Minda de Gunzburg
and as voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,486,332
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
1,420,004
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,486,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 811850 10 6 Page 23 of
37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEONARD M. NELSON, as trustee under certain trusts for
the benefit of descendants of the late Minda de Gunzburg
and as voting trustee under a certain voting trust agreement.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,486,332
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
1,420,004
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,486,332
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
<PAGE> Page 24 of 37 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement on Schedule 13D, as amended, to
which this amendment relates (the "Schedule 13D"), filed pursuant to Rule
13d-1 of the Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), with respect to the common shares
without nominal or par value (the "Shares") of The Seagram Company Ltd.,
is hereby supplemented as follows:
Current Ownership. As of the date hereof, Bronfman
Associates, a New York general partnership ("BA"), owns 58,618,088 Shares
or approximately 14.7% of the outstanding Shares. Edgar M. Bronfman is
the Managing Partner of BA and the other partners of BA are the Edgar
Miles Bronfman Trust (the "EMBT"), which holds a 99% general partnership
interest, and the children of Edgar M. Bronfman, including Samuel
Bronfman II, Edgar Bronfman, Jr. and Matthew Bronfman. The EMBT owns no
Shares directly. Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew
Bronfman, Harold R. Handler, Mayo A. Shattuck III and John L. Weinberg
are the trustees of the EMBT and of the PBBT/Edgar Miles Bronfman Family
Trust (the "PBBT/EMBFT"), which are trusts for the benefit of Edgar M.
Bronfman and his descendants. The PBBT/EMBFT owns 1,486,516 Shares or
approximately 0.37% of the outstanding Shares.
The C. Bronfman Family Trust (the "C.BFT"), the Charles
Rosner Bronfman Family Trust (the "CRBFT"), The Charles Bronfman Trust
(the "CBT"), The Charles Bronfman Trust II (the "CBT II"), The Charles R.
Bronfman Trust (the "CRBT") and The Charles R. Bronfman Discretionary
Trust (the "CRBDT"), trusts for the benefit of Charles R. Bronfman and
his descendants, own 16,320,000 Shares, 23,800,000 Shares, 1,700,000
Shares, 5,000,000 Shares, 1,700,000 Shares and 302,760 Shares, or
approximately 4.1%, 6.0%, 0.43%, 1.3%, 0.43% and 0.08% of the outstanding
Shares, respectively. Trevor Carmichael, Neville LeRoy Smith and Bruce
I. Judelson are the trustees of the C.BFT. Stephen R. Bronfman, Ellen J.
Bronfman Hauptman, Arnold M. Ludwick and Robert S. Vineberg are the
trustees of the CRBFT, and Gary J. Gartner, Steven H. Levin and Jeffrey
D. Scheine are the trustees of each of the CBT, the CBT II and the CRBT.
Bruce I. Judelson is the trustee of the CRBDT.
The Saidye Rosner Bronfman Ruby Trust (the "Ruby Trust")
and the Saidye Rosner Bronfman Topaz Trust (the "Topaz Trust," and
together with the Ruby Trust, the "de Gunzburg Trusts"), trusts for the
benefit of descendants of the late Minda de Gunzburg, own 1,320,000
Shares and 100,004 Shares, or approximately 0.33% and 0.03% of the
outstanding Shares, respectively. Stanley N. Bergman, Dr. Guido Goldman
and Leonard M. Nelson are the trustees of the de Gunzburg Trusts.
Philotecton Canada Inc. ("Philotecton"), a corporation
wholly owned by Phyllis Lambert, owns 750,000 Shares or approximately
0.19% of the outstanding Shares.
Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert
and the late Minda de Gunzburg are siblings.
<PAGE>
<PAGE> Page 25 of 37 Pages
The Claridge Foundation, a charitable foundation the
members and directors of which include Charles R. Bronfman, Stephen R.
Bronfman and Arnold M. Ludwick, owns 3,280,000 Shares or approximately
0.82% of the outstanding Shares. The Chastell Foundation, a charitable
foundation the members and directors of which include Charles R.
Bronfman, Stephen R. Bronfman, Ellen J. Bronfman Hauptman and Arnold M.
Ludwick, owns 494,164 Shares or approximately 0.12% of the outstanding
Shares. The Samuel Bronfman Foundation, a charitable foundation the
trustees of which include Edgar M. Bronfman, Charles R. Bronfman, Samuel
Bronfman II and Edgar Bronfman, Jr., owns 240,000 Shares or approximately
0.06% of the outstanding Shares. The Samuel and Saidye Bronfman Family
Foundation, a charitable foundation the directors of which include
Phyllis Lambert, Matthew Bronfman and Stephen R. Bronfman, owns 240
Shares.
Edgar M. Bronfman owns directly 240 Shares, holds
currently exercisable options to acquire 732,201 Shares and serves as an
executor of an estate which owns 356 Shares; Charles R. Bronfman holds
currently exercisable options to acquire 501,034 Shares and serves as an
executor of an estate which owns 356 Shares; Samuel Bronfman II owns
directly 240 Shares and holds currently exercisable options to acquire
132,334 Shares; Edgar Bronfman, Jr. owns directly 240 Shares, holds
currently exercisable options to acquire 2,639,600 Shares and, through an
investment in the Joseph E. Seagram & Sons, Inc. 401(k) Plan with a value
of $20,312.62 as of August 31, 1998, owns indirectly approximately 658
Shares; Matthew Bronfman owns directly 240 Shares; Stephen R. Bronfman
owns directly 24,000 Shares; Ellen J. Bronfman Hauptman owns directly
24,000 Shares; John L. Weinberg owns directly 12,000 Shares and Robert S.
Vineberg owns indirectly 53,200 Shares. Except with respect to Shares
held by Edgar Bronfman, Jr. through the 401(k) Plan, each of such persons
has the sole power to vote, or direct the voting of, and the sole power
to dispose of, or direct the disposition of, the Shares stated to be
owned directly, or indirectly in the case of Mr. Vineberg, by such
person. In addition, the spouse of Edgar M. Bronfman owns directly 1,840
Shares, and the spouse of Charles R. Bronfman owns directly 12,000
Shares.
The power to vote, or direct the voting of, and the
power to dispose of, or direct the disposition of, the Shares
beneficially owned by each of the aforementioned trusts is shared by the
respective trustees of such trusts, except that the authority of the
trustees to vote and dispose of the Shares beneficially owned by the
trusts is limited by the voting trust agreements and right of first
refusal agreement described below.
Charles R. Bronfman is the voting trustee under a Voting
Trust Agreement dated August 3, 1984, as amended, covering the
112,398,768 Shares owned directly or indirectly by the EMBT, the
PBBT/EMBFT, the C.BFT, the CRBFT, the CBT, the CBT II, the CRBT,
The Claridge Foundation and The Chastell Foundation. See Item 6 -
"Voting Trust Agreements" of the Schedule 13D.
Edgar M. Bronfman, Charles R. Bronfman, Stanley N.
Bergman, Leonard M. Nelson and Dr. Guido Goldman are the voting trustees
under a Voting Trust Agreement dated May 15, 1986 covering the 1,420,004
<PAGE>
<PAGE> Page 26 of 37 Pages
Shares owned by the de Gunzburg Trusts, and 66,328 Shares owned by Jean
de Gunzburg. See Item 6 - "Voting Trust Agreements" of the Schedule 13D.
The Shares subject to the aforementioned voting trusts,
along with Shares owned by Philotecton, are subject to a
right-of-first-refusal agreement. See Item 6 - "Right of First Refusal
Agreements" of the Schedule 13D.
Each person identified in the Schedule 13D expressly
disclaims any beneficial interest in the Shares, except for those Shares
which are stated to be owned directly by such person or, in the case of
Phyllis Lambert, owned by Philotecton, and except to the extent of such
person's beneficial interest in a trust which owns such Shares.
Except to the extent expressly provided in agreements
described in the Schedule 13D, the persons filing this statement
expressly disclaim (i) that the trustees of the trusts referred to in the
Schedule 13D act as a group with the trustees of any other trusts
referred to in the Schedule 13D, and (ii) that any group exists with
respect to the Shares referred to in the Schedule 13D.
The number of Shares over which the trustees of the
trusts described herein, Phyllis Lambert and Samuel Bronfman II exercise
voting or dispositive power, either sole or shared, are set forth on the
cover pages hereto. Percentages set forth on such cover pages and in
this Item 5 are based on the 399,017,268 Shares outstanding as of January
31, 1999.
Recent Transactions.
On December 17, 1998, the Charles Rosner Bronfman
Discretionary Trust transferred 1,002,760 Shares owned directly
by it to the CRBDT.
On February 15, 1999, Philotecton donated 78,000 Shares
owned directly by it to the Canadian Centre for Architecture.
On February 17, 1999, BA, the C.BFT, the CRBDT, the
Chastell Foundation and Phyllis Lambert sold an aggregate of 242,600
Shares in open market sales effected through brokerage transactions
by Bear, Stearns & Co. Inc. ("Bear Stearns" on the New York Stock
Exchange at the following per Share prices (excluding brokerage commissions):
<PAGE>
<PAGE> Page 27 of 37 Pages
Seller Number of Price per
Shares Share
Bronfman Associates 56,600 $48.3194
C. Bronfman Family Trust 94,300 $48.3194
Charles R. Bronfman Discretionary 66,000 $48.3194
Trust
The Chastell Foundation 9,500 $48.3194
Phyllis Lambert 16,200 $48.3194
On February 18, 1999, BA, the C.BFT, the CRBDT, the
Chastell Foundation and Phyllis Lambert sold an aggregate of 601,700
Shares in open market sales effected through brokerage transactions
by Bear Stearns on the New York Stock Exchange at the following per
Share prices (excluding brokerage commissions):
Seller Number of Price per
Shares Share
Bronfman Associates 140,400 $46.8174
C. Bronfman Family Trust 233,900 $46.8174
Charles R. Bronfman Discretionary 163,800 $46.8174
Trust
The Chastell Foundation 23,400 $46.8174
Phyllis Lambert 40,200 $46.8174
On February 19, 1999, BA, the C.BFT, the CRBDT, the
Chastell Foundation and Phyllis Lambert sold an aggregate of 607,600
Shares in open market sales effected through brokerage transactions
by Bear Stearns on the New York Stock Exchange at the following per
Share prices (excluding brokerage commissions):
<PAGE>
<PAGE> Page 28 of 37 Pages
Seller Number of Price per
Shares Share
Bronfman Associates 141,700 $46.7057
C. Bronfman Family Trust 236,300 $46.7057
Charles R. Bronfman Discretionary 165,400 $46.7057
Trust
The Chastell Foundation 23,600 $46.7057
Phyllis Lambert 40,600 $46.7057
On February 22, 1999, BA, the C.BFT, the CRBDT, the
Chastell Foundation and Phyllis Lambert sold an aggregate of 1,120,100
Shares in open market sales effected through brokerage transactions by
Bear Stearns on the New York Stock Exchange at the following per Share
prices (excluding brokerage commissions):
Seller Number of Price per
Shares Share
Bronfman Associates 261,300 $46.8386
C. Bronfman Family Trust 435,500 $46.8386
Charles R. Bronfman Discretionary 304,800 $46.8386
Trust
The Chastell Foundation 43,500 $46.8386
Phyllis Lambert 75,000 $46.8386
On February 23, 1999, Edgar M. Bronfman exercised
employee stock options for 111,720 Shares and sold the 111,720 Shares in
open market sales effected through brokerage transactions by Chase
Securities Inc. ("CSI") on the New York Stock Exchange at a price per
Share of $46.8464.
On February 16, 1999, the CRBT transferred 1,000,000 Shares
to Columbus Capital Corporation ("Columbus"), a wholly owned subsidiary of
the CRBFT. On February 17, 1999, Columbus contributed such 1,000,000 Shares
to 3524035 Canada Inc. in exchange for all the shares of 3524035 Canada Inc.
On February 24, 1999, Columbus sold all its shares of 3524035 Canada Inc.
and, thus, all of the 1,000,000 Shares previously transferred by the CRBFT,
in a private sale to a third party at a price of Cdn. $67.90 per Share.
<PAGE>
<PAGE> Page 29 of 37 Pages
On December 7, 1998, Jean de Gunzburg sold an aggregate
of 50,000 Shares in open market sales effected through brokerage
transactions by Bear Stearns on the New York Stock Exchange at an average
price per Share (excluding brokerage commissions) of $38.5638 per Share.
From January 21, 1999 to February 3, 1999, Jean de Gunzburg sold an
aggregate of 200,000 Shares in open market sales effected through
brokerage transactions by Bear Stearns on the New York Stock Exchange at
the following per Share prices (excluding brokerage commissions):
Number Price
Date of Shares Per Share
1/21/99 50,000 47.6875
1/27/99 100,000 46.5843
2/03/99 50,000 46.2500
On May 8, 1998, the Ruby Trust transferred 47,833
Shares to a beneficiary of the trust who on May 15, 1998 transferred
such Shares to the Canary Charitable Foundation. An heir of the late Minda de
Gunzburg is a member of the Board of Directors of said Foundation. The Canary
Charitable Foundation sold all of such Shares in open market sales effected
through brokerage transactions by Bear Stearns on the New York Stock Exchange
at the following per Share prices (excluding brokerage commissions):
Number Price
Date of Shares Per Share
6/10/98 10,000 43.0000
1/21/99 10,000 47.0000
1/27/99 10,000 46.5843
2/01/99 17,833 47.2354
From January 21, 1999 to February 5, 1999, the Ruby
Trust sold an aggregate of 732,167 Shares in open market sales effected
through brokerage transactions by Bear Stearns on the New York Stock
Exchange at the following per Share prices (excluding brokerage
commissions):
Number Price
Date of Shares Per Share
1/21/99 50,000 47.0000
1/21/99 50,000 48.0000
1/27/99 100,000 46.5843
<PAGE>
<PAGE> Page 30 of 37 Pages
1/29/99 150,000 47.5139
2/01/99 82,167 47.2364
2/02/99 61,700 46.0000
2/03/99 38,300 46.0707
2/03/99 100,000 46.5000
2/05/99 50,000 47.5000
2/05/99 50,000 48.0000
<PAGE>
<PAGE> Page 31 of 37 Pages
Signatures
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: , 1999
EDGAR M. BRONFMAN, individually, as
trustee under certain trusts for the
benefit of descendants of the late
Samuel Bronfman, as Managing Partner of
Bronfman Associates, as trustee of a
certain charitable foundation and as
voting trustee under a certain voting
trust agreement
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to
Powers of Attorney previously
filed with the Securities and
Exchange Commission)
THE HON. CHARLES R. BRONFMAN, as
director or trustee of certain
charitable foundations and as voting
trustee under certain voting trust
agreements
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
<PAGE>
<PAGE> Page 32 of 37 Pages
PHYLLIS LAMBERT
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
SAMUEL BRONFMAN II, individually and as
trustee of a certain charitable
foundation
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
EDGAR BRONFMAN, JR., individually, as
trustee under certain trusts for the
benefit of descendants of the late
Samuel Bronfman and as trustee of a
certain charitable foundation
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to
Powers of Attorney previously
filed with the Securities and
Exchange Commission)
<PAGE>
<PAGE> Page 33 of 37 Pages
MATTHEW BRONFMAN, individually and as
trustee under certain trusts for the
benefit of descendants of the late
Samuel Bronfman
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to
Powers of Attorney previously
filed with the Securities and
Exchange Commission)
STEPHEN R. BRONFMAN, individually, as
trustee under a certain trust for the
benefit of descendants of the late
Samuel Bronfman and as director of a
certain charitable foundation
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
ELLEN J. BRONFMAN HAUPTMAN,
individually, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman
and as director of a certain charitable
foundation
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
/s/ Harold R. Handler
HAROLD R. HANDLER, as trustee under
certain trusts for the benefit of
descendants of the late Samuel Bronfman
<PAGE>
<PAGE> Page 34 of 37 Pages
MAYO A. SHATTUCK III, as trustee under
certain trusts for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
JOHN L. WEINBERG, individually and as
trustee under certain trusts for the
benefit of descendants of the late
Samuel Bronfman
by: /s/ Harold R. Handler
Harold R. Handler
Attorney-in-Fact (Pursuant to
Powers of Attorney previously
filed with the Securities and
Exchange Commission)
ARNOLD M. LUDWICK, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman
and as a director of certain charitable
foundations
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
<PAGE>
<PAGE> Page 35 of 37 Pages
ROBERT S. VINEBERG, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
GARY J. GARTNER, as trustee under
certain trusts for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
STEVEN H. LEVIN, as trustee under
certain trusts for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
JEFFREY D. SCHEINE, as trustee under
certain trusts for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
<PAGE>
<PAGE> Page 36 of 37 Pages
TREVOR CARMICHAEL, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
NEVILLE LEROY SMITH, as trustee under a
certain trust for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
BRUCE I. JUDELSON, as trustee under
certain trusts for the benefit of
descendants of the late Samuel Bronfman
by: /s/ Michel Boucher
Michel Boucher
Attorney-in-Fact (Pursuant to
a Power of Attorney previously
filed with the Securities and
Exchange Commission)
/s/ Stanley N. Bergman
STANLEY N. BERGMAN, as trustee under
certain trusts for the benefit of
descendants of the late Minda de
Gunzburg and as voting trustee under a
certain voting trust agreement
/s/ Guido Goldman
DR. GUIDO GOLDMAN, as trustee under
certain trusts for the benefit of
<PAGE>
<PAGE> Page 37 of 37 Pages
descendants of the late Minda de
Gunzburg and as voting trustee under a
certain voting trust agreement
/s/ Leonard M. Nelson
LEONARD M. NELSON, as trustee under
certain trusts for the benefit of
descendants of the late Minda de
Gunzburg and as voting trustee under a
certain voting trust agreement
