<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1999
REGISTRATION NO. 333-
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-62921
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-4136
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
AND
POST EFFECTIVE AMENDMENTS
UNDER
THE SECURITIES ACT OF 1933
-------------------------
THE SEAGRAM COMPANY LTD. --
LA COMPAGNIE SEAGRAM LTEE JOSEPH E. SEAGRAM & SONS, INC.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
<TABLE>
<S> <C>
CANADA INDIANA
(STATE OR OTHER JURISDICTION OF (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) INCORPORATION OR ORGANIZATION)
NONE 13-1285240
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
1430 PEEL STREET 375 PARK AVENUE
MONTREAL, QUEBEC, CANADA H3A 1S9 NEW YORK, NEW YORK 10152
(514) 849-5271 (212) 572-7000
</TABLE>
(ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING AREA CODES, OF
REGISTRANTS' 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 REGISTRANTS' 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: From time
to time 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. [X]
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>
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(E) PRICE(F)(G) Fee(f)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities(a)......... $1,500,000,000
Class A Preferred
Stock(b)................. 10,000,000
Warrants(c)................ 10,000,000
Guarantees................. (d) (d)
Total...................... $1,520,000,000 $1,520,000,000 $361,400(f)
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</TABLE>
(a) Subject to note (f) below, Joseph E. Seagram & Sons, Inc. is registering
hereunder up to an aggregate initial offering price of $1,500,000,000 of
Debt Securities as may be sold from time to time, including sales upon the
exercise of Warrants.
(b) Subject to note (f) below, Joseph E. Seagram & Sons, Inc. is registering
hereunder up to an aggregate initial offering price of $10,000,000 of Class
A Preferred Stock as may be sold from time to time, including sales upon the
exercise of Warrants.
(c) Subject to note (f) below, Joseph E. Seagram & Sons, Inc. is registering
hereunder up to an aggregate initial offering price of $10,000,000 of
Warrants as may be sold from time to time, representing rights to purchase
Debt Securities or Class A Preferred Stock.
(d) No separate consideration will be received for the Guarantees. Pursuant to
Rule 457(n) under the Securities Act of 1933, as amended, no registration
fee is required with respect to Guarantees by The Seagram Company Ltd. of
the securities registered hereunder.
(e) The proposed maximum offering price per unit will be determined from time to
time by Joseph E. Seagram & Sons, Inc. in connection with its issuance of
the securities registered hereunder.
(f) In U.S. dollars or the equivalent thereof in foreign currency denominated
securities or composite currency. Estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457 under the
Securities Act of 1933, as amended. The Registrants previously registered
$200,000,000 aggregate principal amount of Debt Securities and Guarantees on
Form S-3, Registration Statement No. 333-62921, and $10,000,000 aggregate
principal amount of Class A Preferred Stock, $10,000,000 aggregate principal
amount of Warrants and Guarantees on Form S-3, Registration Statement No.
333-4136. Any securities registered hereunder may be sold separately or as
units with other securities.
(g) Exclusive of accrued interest, distributions and dividends, if any.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
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.
-------------------------
Pursuant to Rule 429 under the Securities Act, upon effectiveness this
Registration Statement will contain a combined prospectus that also relates to
$200,000,000 aggregate amount of securities registered on Form S-3, Registration
Statement No. 333-62921, which was declared effective on October 30, 1998, and
to $20,000,000 aggregate amount of securities registered on Form S-3,
Registration Statement No. 333-4136, which was declared effective on September
6, 1996. This Registration Statement also constitutes Post-Effective Amendment
No. 1 to Registration Statement No. 333-62921 and Post-Effective Amendment No. 2
to Registration Statement No. 333-4136.
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<PAGE> 3
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED SEPTEMBER 2, 1999
[SEAGRAM LOGO]
$1,520,000,000
JOSEPH E. SEAGRAM & SONS, INC.
DEBT SECURITIES
CLASS A PREFERRED STOCK
WARRANTS
THE SEAGRAM COMPANY LTD.
GUARANTEES
-------------------------
Joseph E. Seagram & Sons, Inc. will provide the specific terms of these
securities in supplements to this prospectus. The prospectus supplement may also
add, update or change information contained or incorporated by reference in this
prospectus. You should read carefully this prospectus and the prospectus
supplement, together with additional information described under the heading
"Additional Information" beginning on page 2, before you invest.
These securities will be fully and unconditionally guaranteed by The Seagram
Company Ltd. The specific terms of the guarantees, which may be subordinated to
certain liabilities and obligations of The Seagram Company Ltd., are set forth
in the prospectus supplement.
These securities have not been approved by the SEC or any state securities
commission, nor have those organizations determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
-------------------------
This prospectus is dated , 1999.
<PAGE> 4
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration
process. Under this shelf process, from time to time Joseph E. Seagram & Sons,
Inc. may sell debt securities, Class A Preferred Stock and Warrants, which will
be guaranteed by The Seagram Company Ltd., in one or more offerings up to
$1,520,000,000.
You should rely only on the information provided in this prospectus and in
the prospectus supplement, including the information incorporated by reference.
We have not authorized anyone to provide you with different information or to
make representations other than those contained in this prospectus and in the
prospectus supplement. We are not making an offer to sell or soliciting an offer
to buy any securities other than the securities described in this prospectus and
in the prospectus supplement. We are not making an offer to sell or soliciting
an offer to buy the securities in any circumstances in which such offer or
solicitation is unlawful. You should not assume that the information in this
prospectus is accurate at any date other than the date indicated on the cover
page of the prospectus.
"Seagram" refers to Joseph E. Seagram & Sons, Inc.; "the Guarantor" refers
to The Seagram Company Ltd. Any reference to "we", "us" or "our" is a collective
reference to Seagram and the Guarantor.
ADDITIONAL INFORMATION
The Guarantor files 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 the Guarantor 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 SEC's Public
Reference Rooms. The Guarantor's SEC filings are also available on the SEC's
Internet site (http://www.sec.gov).
We have filed with the SEC 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 the Guarantor filed with the SEC. The
information incorporated by reference is an important part of this prospectus,
and information that the Guarantor files 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.
- The Guarantor's Annual Report on Form 10-K for the fiscal year ended June
30, 1998, as amended;
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<PAGE> 5
- The Guarantor's Quarterly Reports on Form 10-Q for the quarterly periods
ended September 30, 1998, December 31, 1998 and March 31, 1999;
- The Guarantor's 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, April 9, 1999 and May 13, 1999.
You may request a copy of the Guarantor's filings (other than exhibits) at
no cost, by writing or telephoning the Guarantor at 1430 Peel Street, Montreal,
Quebec, H3A 1S9 (telephone 514-849-5271), attention: Shareholder Services.
THE GUARANTOR AND SEAGRAM
The Seagram Company Ltd., headquartered in Montreal, operates in four
global business segments: Music, Filmed Entertainment, Recreation and Other, and
Spirits and Wine. The music business is conducted through Universal Music Group
(UMG), which is the largest recorded music company in the world. UMG produces
and distributes recorded music throughout the world in all major genres, and is
engaged in music publishing. The filmed entertainment and recreation and other
businesses are conducted through Universal Studios Group. Our filmed
entertainment business produces and distributes motion picture, television and
home video products worldwide; operates and has ownership in a number of
international cable channels; and engages in the licensing of merchandising
rights and film property rights. The recreation and other business operates
theme parks and retail stores. It also develops entertainment software. The
spirits and wine business segment is engaged principally in the production and
marketing of distilled spirits, wines, coolers, beers and mixers in more than
190 countries and territories.
Seagram is a wholly-owned subsidiary of the Guarantor and is the
Guarantor's principal U.S. spirits and wine subsidiary.
The principal executive offices of the Guarantor are located at 1430 Peel
Street, Montreal, Quebec, Canada H3A 1S9 (telephone 514-849-5271). Seagram's
principal executive offices are located at 375 Park Avenue, New York, New York
10152 (telephone 212-572-7000).
3
<PAGE> 6
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities offered
by this prospectus for general corporate purposes. These may include:
- repayment of other debt
- capital expenditures
- financing of acquisitions
- any other purposes that may be stated in the prospectus supplement.
We expect to engage in additional financings on a recurring basis. The
character and amount of financings will be determined as the need arises.
4
<PAGE> 7
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
FIVE-MONTH NINE
TRANSITION MONTHS
FISCAL YEARS ENDED PERIOD FISCAL FISCAL ENDED
JANUARY 31, ENDED YEAR ENDED YEAR ENDED MARCH 31,
------------------ JUNE 30, JUNE 30, JUNE 30, -----------
1994 1995 1996 1996 1997 1998 1998 1999
---- ---- ---- ---------- ---------- ---------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GUARANTOR
Ratio of earnings to fixed charges........... 1.93 1.69 1.73 1.21 3.21 5.10 5.88 (a)
Pro forma ratio of earnings to fixed
charges(b)................................. -- -- -- -- -- 2.28 -- (c)
SEAGRAM
Ratio of earnings to fixed charges........... 2.03 1.94 1.52 (d) 1.71 1.10 1.34 1.09
</TABLE>
- -------------------------
(a) Fixed charges exceeded earnings by $430 million for the nine month period
ended March 31, 1999.
(b) The pro forma information illustrates the effect of the disposition of
Tropicana Products, Inc., the acquisition of PolyGram N.V. and certain
related transactions.
(c) Pro forma fixed charges exceeded pro forma earnings by $124 million for the
nine month period ended March 31, 1999.
(d) Fixed charges exceeded earnings by $37 million for the transition period
ended June 30, 1996.
For these ratios, "earnings" was determined by adding "fixed charges"
(excluding capitalized interest) and minority interest in net income to income
from continuing operations after eliminating equity in undistributed earnings.
"Fixed charges" consists of interest on all indebtedness (including capitalized
interest), amortization of debt discount and expenses and an interest factor
attributable to rentals.
5
<PAGE> 8
DESCRIPTION OF DEBT SECURITIES
The debt securities may consist of debentures, notes or other unsecured
obligations of Seagram. The debt securities will be guaranteed by the Guarantor
and will be issued under an indenture dated as of September 15, 1991 among
Seagram, the Guarantor and The Bank of New York, as trustee. The indenture has
been filed with the SEC and is incorporated by reference in the registration
statement of which this prospectus forms a part.
The following briefly summarizes the material provisions of the indenture
and the debt securities, other than pricing and related terms that are in the
prospectus supplement. You should read the more detailed provisions of the
indenture, including the defined terms, for provisions that may be important to
you. You should also read the particular terms of the debt securities described
in the prospectus supplement. You may obtain copies of the indenture from
Seagram or the trustee. So that you may easily locate the more detailed
provisions, the numbers in parentheses below refer to sections in the indenture.
Wherever we refer to particular sections or defined terms of the indenture,
those sections or defined terms are incorporated into this prospectus by
reference, and the statement in this prospectus is qualified by that reference.
GENERAL
Seagram may issue debt securities in one or more series, with different
terms (Section 301).
Debt securities of a series may be issuable in registered form without
coupons, in bearer form with or without coupons attached or in the form of one
or more global securities (Sections 201, 204 and 301). Bearer securities,
subject to certain exceptions, will not be offered or sold to persons who are
within the United States or to U.S. persons.
Federal income tax consequences and other special considerations applicable
to any debt securities issued by Seagram at a discount will be described in the
prospectus supplement.
The prospectus supplement relating to any series of debt securities will
describe the following terms, where applicable:
- the title, total principal amount and denominations of the debt
securities;
- any limit on the aggregate principal amount of the debt securities;
- whether debt securities are registered or bearer securities or both, and
how any bearer securities may be exchanged or registered;
- the maturity date(s);
- the interest rate or method of computing the interest rate and the
date(s) from which any interest will accrue;
- the interest payment dates or how the date(s) will be determined, and the
regular record dates;
- the location where payment on the debt securities will be made;
- the location where debt securities may be transferred or exchanged;
- any seniority or subordination of the debt securities or Guarantees to
other obligations of Seagram or the Guarantor;
- the terms and conditions on which the debt securities can be redeemed;
- sinking fund or similar provisions;
- the portion of the principal amount of the debt securities payable on
acceleration of maturity;
- whether any payments under the Guarantees are net of taxes or other
governmental charges;
- if other than in U.S. dollars, the currency or currency unit in which
payment will be made;
- terms and conditions concerning election by Seagram or a holder for
payments to be made in currencies or currency units other than the stated
currency or currency unit;
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<PAGE> 9
- any index used to determine payments on the debt securities and whether
the index is in a currency other than the stated currency of the debt
securities, and how those payments are calculated;
- whether negative pledge or defeasance provisions apply to the debt
securities;
- any payment of additional amounts for taxes and any provision for
redemption, if Seagram has to comply with reporting requirements for any
debt securities or if Seagram has to pay those additional amounts;
- whether debt securities are temporary or definitive permanent global
securities and the name of the depositary;
- how any interest issued on a temporary global security will be credited;
- how and under what circumstances an interest in any temporary global
security may be exchanged for interests in a definitive permanent global
security or definitive debt securities;
- terms and conditions on which the debt securities may be exchanged into
other securities (including securities of other issuers);
- information about book-entry procedures; and
- any other specific terms of the debt securities (Section 301).
Some of the debt securities may be issued as discounted securities to be
sold at a substantial discount below their stated principal amount. Upon
redemption or acceleration of the maturity of discounted securities, an amount
less than the principal will become due and payable. Federal income tax
consequences and other special considerations applicable to any discounted
securities will be described in the prospectus supplement.
DEBT GUARANTEES
The Guarantor will guarantee the payment of principal, premium, if any, and
interest, if any, on the debt securities and the payment of mandatory sinking
fund payments, if any (Section 1301).
COVENANTS
Negative Pledge. We will say in the prospectus supplement whether the
negative pledge covenant applies to the debt securities being offered. If it
does, then the Guarantor will not create or permit any lien on any of its
property unless the Guarantees are directly secured by such lien equally and
ratably with (or prior to) all other secured indebtedness secured by such lien.
This restriction does not prevent:
- liens that existed on property when the Guarantor acquired it, if the
property was acquired by the Guarantor after September 15, 1991;
- liens on property acquired or constructed by the Guarantor after
September 15, 1991 to secure all or a portion of the price of that
acquisition or construction;
- extensions, renewals or replacements of the liens referred to above; and
- any other lien which does not cause the sum of the Guarantor's
outstanding indebtedness secured or evidenced by liens, other than those
referred to above and those which equally and ratably secure the
Guarantees, to exceed 15% of the consolidated net worth of the Guarantor
and its subsidiaries (Section 1006).
Consolidation, Mergers and Sales of Assets. Neither the Guarantor nor
Seagram will consolidate, amalgamate or merge with, or convey, transfer or lease
all or substantially all its assets to any person, unless:
- the successor corporation is a U.S. corporation or, in the case of the
Guarantor only, is a Canadian corporation, and assumes the obligations
evidenced by the securities or Guarantees;
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<PAGE> 10
- immediately after the transaction, no event of default, and no event
which, after notice or lapse of time or both, would become an event of
default, has occurred and is continuing; and
- certain other conditions are met (Section 801).
MODIFICATION OF THE INDENTURE
The Guarantor, Seagram and the trustee may, with the consent of the holders
of at least 50% in aggregate principal amount of the debt securities of a
series, modify the indenture or the rights of the holders of the securities of
that series (Section 902).
However, no modification may, without the consent of the holder of each
debt security so affected:
- change the stated maturity of those debt securities;
- reduce the rate of payment of interest on those debt securities;
- reduce the principal amount of those debt securities or the premium, if
any, on those debt securities;
- change any obligation of Seagram to pay additional amounts;
- reduce the amount of the principal payable on acceleration of any debt
securities issued originally at a discount;
- change the place of payment where principal and interest are payable;
- change the currency or currency unit in which those debt securities are
payable;
- impair the right to sue for the enforcement of any such payment on or
after the maturity of such securities;
- reduce the percentage of securities referred to above whose holders need
to consent to the modification or a waiver;
- reduce or postpone any sinking fund or similar provision; or
- adversely modify the terms and conditions of the Guarantees (Section
902).
EVENTS OF DEFAULTS
The indenture provides that the events of default for any series of debt
securities will be:
- failure to pay principal or premium, if any (or to make a mandatory
sinking fund payment, if any), on any debt security of that series when
due;
- failure to pay any interest within 30 days of the date when due;
- failure to perform for 90 days after notice any other covenant in the
indenture (other than a covenant included in the indenture solely for the
benefit of other series of debt securities); and
- certain events of bankruptcy, insolvency or reorganization (Section 501).
If an event of default for debt securities of a series occurs and is
continuing, either the trustee or the holders of 25% in principal amount of
outstanding debt securities of that series may declare the debt securities of
that series due and payable (Section 502). The Guarantor and Seagram are each
required to certify annually to the trustee that Seagram has fulfilled its
obligations under the indenture during the preceding year (Section 1004).
An event of default for one series of debt securities may not be an event
of default for any other series of debt securities.
Holders of a majority in principal amount of the outstanding debt
securities of any series will be entitled to control certain actions of the
trustee under the indenture and to waive past defaults regarding that series
(Sections 502 and 513). The trustee generally will not be required to act at the
request of holders, unless the holders offer the trustee reasonable security or
indemnity (Section 603).
If an event of default occurs and is continuing, the trustee may use any
sums that it holds under the indenture for compensation due, as agreed by
Seagram and the trustee, and for reasonable expenses incurred, prior to paying
the holders of debt securities (Section 506).
Before any holder of debt securities may sue Seagram for an event of
default, other than
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for payment on that holder's debt security when due, the holders of not less
than 25% in principal amount of the debt securities of that series outstanding
must have requested the trustee to take action and waited 60 days for the
trustee to act. If the trustee sues, holders may not do so. (Sections 507 and
508).
A judgment for money damages by a U.S. court will ordinarily be paid only
in U.S. dollars. In New York, a judgment in a foreign currency will be converted
into U.S. dollars at the exchange rate in effect at the time of the judgment.
DEFEASANCE
If Seagram has deposited with the trustee cash or government securities, in
trust for the benefit of the holders, sufficient to pay the principal of,
premium, if any, and interest on the debt securities of a series when due, then:
- Seagram will be deemed to have paid and satisfied its obligations on all
outstanding debt securities of that series, which is known as
"satisfaction and discharge" (Section 401); or
- if the terms of the debt securities so provide and certain other
conditions are met, Seagram will no longer be required to comply with any
indenture covenants for the benefit of that series, other than to pay
when due the principal of, premium, if any, and interest on the debt
securities, which is known as "covenant defeasance" (Section 1008).
When there is a satisfaction and discharge:
- the indenture will no longer govern the debt securities of that series;
- the Guarantor and Seagram will no longer be liable for payment; and
- the holders of those debt securities will be entitled only to the
deposited funds.
When there is a covenant defeasance, the Guarantor and Seagram will continue to
be obligated to make payments when due if the deposited funds are not
sufficient. If there is covenant defeasance and acceleration of the debt
securities occurs, the amounts put in trust by Seagram for defeasance could be
less than the principal and interest due on those debt securities.
CONCERNING THE TRUSTEE
The Guarantor and Seagram have had and may continue to have banking
relationships with the trustee in the ordinary course of business.
DENOMINATIONS, REGISTRATION AND TRANSFER
The debt securities of a series will be issuable as registered securities,
bearer securities or both. Debt securities of a series may be issuable in the
form of one or more global securities. Unless the prospectus supplement states
otherwise:
- registered securities denominated in U.S. dollars will be issued only in
denominations of $1,000 or multiples thereof;
- bearer securities denominated in U.S. dollars will be issued only in
denominations of $5,000 with coupons attached; and
- a global security will be issued in a denomination equal to the aggregate
principal amount of outstanding securities of the series represented by
such global security (Sections 204 and 302).
In connection with its sale during the "restricted period" as defined in
Section 1.163-5(c)(2)(i)(D)(7) of the U.S. Treasury regulations (generally, the
first 40 days after the closing date and, with respect to unsold allotments,
until sold), no bearer security will be mailed or otherwise delivered to any
location in the United States. Any such bearer security, other than a temporary
global security in bearer form, may be delivered only if the person entitled to
receive that bearer security certifies that:
- the bearer security is not being acquired by or on behalf of a U.S.
person or a resident of Canada; or
- if a beneficial interest in the bearer security is being acquired by or
on behalf of a U.S. person, certification
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<PAGE> 12
must be made that the U.S. person is a person described in Section
1.163-5(c)(2)(i)(D)(6) of the Treasury regulations or is a financial
institution who has purchased such bearer security for resale during the
restricted period and who certifies that it has not acquired the bearer
security for purposes of resale directly or indirectly to a U.S. person
or a resident of Canada or to a person within the United States or its
possessions or Canada (Section 303).
You may exchange registered securities of any series for other registered
securities of the same series and of a like aggregate principal amount and tenor
of different authorized denominations. In addition, if debt securities of any
series are issuable as both registered securities and as bearer securities, at
your option, you may exchange bearer securities (with all unmatured coupons,
except as provided below, and all matured coupons in default) of that series for
registered securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. Unless the prospectus supplement
states otherwise, any bearer security surrendered in exchange for a registered
security between a regular record date or a special record date and the relevant
date for payment of interest shall be surrendered without the coupon relating to
that date for payment of interest. Interest will not be payable in respect of
the registered security issued in exchange for that bearer security, but will be
payable only to the holder of that coupon when due. Except as provided in the
prospectus supplement, bearer securities will not be issued in exchange for
registered securities.
Registered securities, other than a global security, may be presented for
registration of transfer at the office of the security registrar or at the
office of any transfer agent designated by Seagram without service charge and
upon payment of any taxes and other governmental charges. The security registrar
or transfer agent must be satisfied with the documents of title and identity of
the person making the request. Seagram initially appointed the trustee as
security registrar under the indenture.
If Seagram redeems a series of debt securities in part, Seagram shall not
be required to:
- issue, register the transfer of or exchange debt securities of that
series during a period beginning at the opening of business 15 days
before the day of the mailing of the notice of redemption and ending at
the close of business on the day of the first publication of the relevant
notice of redemption or, if debt securities of that series are also
issuable as registered securities and there is no publication, the
mailing of the relevant notice of redemption;
- register the transfer of or exchange any registered security, or portion
thereof, called for redemption, except the unredeemed portion of any
registered security being redeemed in part; or
- exchange any bearer security called for redemption, except to exchange
that bearer security for a registered security of that series and like
tenor which is immediately surrendered for redemption (Section 305).
PAYMENT AND PAYING AGENTS
Payment on registered securities (other than a global security) will be
made at the office of the paying agent or paying agents Seagram may designate,
except that at the option of Seagram payment of any interest may be made:
- by check mailed or delivered to the address of the person entitled
thereto as such address appears in the security register; or
- by wire transfer to an account maintained by the person entitled thereto
as specified in the security register.
Payment on bearer securities will be payable at the offices of a paying
agent outside the United States as Seagram may designate. At the option of
Seagram, payment of any
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interest may be made by check or by transfer to an account maintained by the
payee outside the United States. Payment of interest on bearer securities on any
interest payment date will be made only against surrender of the coupon relating
to that interest payment date (Section 307).
No delivery of (except with respect to a temporary global security in
bearer form) or payment on a bearer security will be made unless a written
certificate, in the form required by the indenture, is addressed to Seagram
stating that:
- on that date the bearer security is not owned by or on behalf of a U.S.
person or a resident of Canada; or
- if a beneficial interest in the bearer security is owned by or on behalf
of a U.S. person, that such U.S. person is a person described in Section
1.163-5(c) (2)(i)(D)(6) of the Treasury regulations or is a financial
institution who has purchased the bearer security for resale during the
restricted period and who certifies that it has not acquired the bearer
security for purposes of resale directly or indirectly to a U.S. person
or a resident of Canada or to a person within the United States or its
possessions or Canada (Section 303).
No payment with respect to any bearer security will be made at any office
or agency of Seagram in the United States or by check mailed to any address in
the United States or by transfer to an account maintained in the United States.
However, payment on bearer securities denominated and payable in U.S. dollars
will be made at the office of Seagram's paying agent in the United States if,
and only if, payment of the full amount in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions.
The principal office of the trustee in The City of New York will be
designated as Seagram's sole paying agent for payments with respect to debt
securities which are issuable solely as registered securities. Any paying agents
outside the United States and any other paying agents in the United States
initially designated by Seagram for the debt securities will be named in the
prospectus supplement. Seagram may at any time designate additional paying
agents or rescind the designation of any paying agents or approve a change in a
paying agent's office.
If debt securities of a series are issuable only as registered securities,
Seagram will maintain a paying agent in each place of payment for that series.
If the debt securities of a series may be issuable as bearer securities, Seagram
will be required to maintain:
- a paying agent in a place of payment for registered securities of that
series in the United States (and for bearer securities of that series in
the limited circumstances described above);
- a paying agent in a place of payment located outside the United States
where debt securities of that series and any coupons may be presented and
surrendered for payment; and
- a paying agent in a place of payment located outside the United States
where, subject to applicable laws, registered securities of that series
may be surrendered for registration of transfer or exchange and where
notices and demands to or upon Seagram may be served (Section 1002).
All monies paid by Seagram to a paying agent for payment on any debt
security which remain unclaimed at the end of two years after that payment has
become due and payable will be repaid to Seagram. The holder of that debt
security or any coupon will thereafter look only to Seagram for payment (Section
1003).
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
Bearer securities, including any global securities issued in bearer form,
may not be offered or sold during the restricted period or delivered in
connection with their sale during the restricted period in the United States or
its possessions or to
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U.S. persons except to the extent permitted under Section 1.163-5(c)(2)(i)(D) of
the U.S. Treasury regulations (the "D Rules"), and any distributor (as defined
in Section 1.163-5(c)(2)(i)(D)(4) of the U.S. Treasury regulations)
participating in the offering of debt securities must agree that they will not
offer for sale or resale, or sell, bearer securities in the United States or its
possessions or to U.S. persons, except to the extent permitted under the D
Rules, nor deliver bearer securities within the United States.
Bearer securities and any coupons will bear a legend substantially to the
following effect:
Any U.S. person who holds this obligation will be subject to
limitations under the U.S. income tax laws, including the limitations
provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.
Under Sections 165(j) and 1287(a) of the U.S. Internal Revenue Code of
1986, as amended, and the regulations thereunder (the "Code"), holders that are
U.S. persons (as defined below), with certain exceptions, will not be entitled
to deduct any loss on bearer securities and must treat as ordinary income any
gain realized on the sale or other disposition (including the receipt of
principal) of bearer securities.
"U.S. person" means a citizen or resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States, an estate the income of which is subject to U.S. federal income
taxation regardless of its source and a trust
- if a court within the U.S. is able to exercise primary supervision over
the administration of the trust and one or more U.S. persons have the
authority to control all substantial decisions of the trust; or
- the trust has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a U.S. person.
"United States" means the United States of America, including the States
and the District of Columbia, and "possessions" of the United States include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
TAX REDEMPTION; SPECIAL TAX REDEMPTION
If set forth in the prospectus supplement, the debt securities of a series
will be subject to redemption at any time, as a whole but not in part, at a
redemption price set forth in the prospectus supplement upon publication of a
notice as described below, if Seagram determines that:
- as a result of any change in or amendment to U.S. tax laws, rules or
regulations or the application or interpretation thereof effective on or
after a date specified in the prospectus supplement, Seagram has or will
become obligated to pay on the next succeeding interest payment date
additional amounts with respect to any debt security of that series as
described below under "Payment of Additional Amounts"; or
- on or after a date specified in the prospectus supplement, any action has
been taken by any taxing authority of, or any decision has been rendered
in a court of competent jurisdiction in, the United States or any
political subdivision or taxing authority thereof or therein, including
any of those actions specified above, whether or not such action was
taken or decision was rendered with respect to Seagram, or any change,
amendment, application or interpretation is officially proposed, which,
in the written opinion to Seagram of independent legal counsel of
recognized standing, will result in a material probability that Seagram
will become obligated to pay additional amounts with respect to any debt
security of that series on the next succeeding interest payment date.
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The redemption right will arise only if Seagram determines that the obligation
to pay additional amounts cannot be avoided by the use of reasonable measures.
However:
- no notice of redemption may be given earlier than 90 days prior to the
earliest date on which Seagram would be obligated to pay the additional
amounts were a payment in respect of the debt securities then due; and
- at the time such notice of redemption is given, the obligation to pay
those additional amounts must remain in effect.
If Seagram determines that any payment made outside the United States by
Seagram or any paying agent of principal or interest due in respect of any
bearer security (an "Affected Security") or its coupon would be subject to any
certification, information or other reporting requirement that would result in
the disclosure to Seagram, any paying agent or any governmental authority of the
nationality, residence or identity -- as distinguished from, for example, status
as a United States Alien (as defined below) -- of a beneficial owner of the
Affected Security or coupon who is a United States Alien, Seagram at its
election will either:
- redeem the Affected Securities of that series, as a whole, at a
redemption price equal to the principal amount thereof, together with
accrued and unpaid interest; or
- if the conditions of the next succeeding paragraph are satisfied, pay the
additional amounts described therein.
Seagram will not redeem or pay additional amounts if the requirement:
- would not apply to a payment made directly to the beneficial owner (or
its agent);
- can be satisfied by the agent certifying that the beneficial owner is a
United States Alien, provided that any payment by the agent to the
beneficial owner is not otherwise subject to any such requirement (other
than a requirement which is imposed on an agent described below);
- would not be applicable to a payment made by at least one other paying
agent of Seagram; or
- is applicable to a payment to an agent of the beneficial owner who is a
U.S. person, a controlled foreign corporation for U.S. tax purposes, a
foreign person 50% or more of whose gross income for the three-year
period ending with the close of its taxable year preceding the year of
payment is effectively connected with a U.S. trade or business, or is
otherwise related to the United States.
Seagram will make that determination and election as soon as practicable and
give prompt notice, stating the effective date of the certification, information
or reporting requirements, whether Seagram has elected to redeem the Affected
Securities of that series, or to pay the additional amounts specified in the
next paragraph, and (if applicable) the last date by which the redemption of the
Affected Securities of that series must take place. If Seagram elects to redeem
the Affected Securities of that series, the redemption shall take place not
later than one year after the publication of the notice.
If and so long as the certification, information or other reporting
requirements would be fully satisfied by payment of a withholding tax, backup
withholding tax or similar charge, Seagram may elect to pay such additional
amounts as may be necessary so that every net payment made outside the United
States following the effective date of such requirements by Seagram or any
paying agent of principal (or premium, if any) or interest, if any, due in
respect of any Affected Securities or any coupon to a holder who certifies that
the beneficial owner is a United States Alien, after deduction or withholding
for or on account of such withholding tax, backup withholding tax or similar
charge, will not be less than the amount provided for in such Affected Security
or coupon to be then due and payable. If Seagram elects to pay those additional
amounts and as long as payments in respect of Affected Securi-
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ties are subject to any certification, information or other reporting
requirement described in the preceding paragraph, Seagram will have the right,
at its sole option, at any time, to redeem the Affected Securities of such
series as a whole, but not in part, at a redemption price equal to the principal
amount thereof, together with accrued interest. If Seagram has made the
determination described in the preceding paragraph with respect to
certification, information or other reporting requirements applicable only to
interest and subsequently makes a determination in the manner and of the nature
referred to in such preceding paragraph with respect to such requirements
applicable to principal, Seagram will redeem the Affected Securities of that
series in the manner and on the terms described in the preceding paragraph
unless Seagram elects to have the provisions of this paragraph apply rather than
the provisions of the immediately preceding paragraph. If in such circumstances
the Affected Securities of that series are to be redeemed, Seagram will have no
obligation to pay additional amounts pursuant to this paragraph with respect to
principal (or premium, if any) or interest, if any, accrued and unpaid after the
date of the notice of that determination indicating redemption, but will be
obligated to pay those additional amounts with respect to interest accrued and
unpaid to the date of that determination. If Seagram elects to pay these
additional amounts and the condition specified in the first sentence of this
paragraph should no longer be satisfied, then Seagram will promptly redeem those
Affected Securities in whole but not in part (Section 1108).
"United States Alien" means any person who, for U.S. federal income tax
purposes, is a foreign corporation, a nonresident alien individual, a
nonresident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for U.S. income tax
purposes, a foreign corporation, a nonresident alien individual or a nonresident
alien fiduciary of a foreign estate or trust.
PAYMENT OF ADDITIONAL AMOUNTS
If and to the extent specified in the prospectus supplement, Seagram will
pay to the holder of any debt security or coupon who is a United States Alien
additional amounts as may be necessary in order that every net payment on that
debt security or coupon, after withholding by Seagram or any of its paying
agents for or on account of any present or future tax, assessment or other
governmental charge imposed upon or as a result of such payment by the United
States (or any political subdivision or taxing authority of the United States)
will not be less than the amount provided for in that debt security or coupon to
be then due and payable. However, Seagram will not be required to make any
payment of additional amounts for or on account of:
- any tax, assessment or other governmental charge that would not have been
so imposed but for (i) the existence of any present or former connection
between the holder (or between a fiduciary, settlor, beneficiary, member
or shareholder of, or a person holding a power over, the holder, if the
holder is an estate or trust, partnership or corporation) and the United
States, including, without limitation, the holder (or the fiduciary,
settlor, beneficiary, person holding a power, member or shareholder)
being or having been a citizen, resident or treated as a resident thereof
or being or having been engaged in a trade or business or present therein
or having or having had a permanent establishment therein, or (ii) the
holder's present or former status as a personal holding company, foreign
personal holding company, controlled foreign corporation or passive
foreign investment company with respect to the United States or as a
corporation that accumulates earnings to avoid U.S. federal income tax;
- any tax, assessment or other governmental charge which would not have
been so imposed but for the presentation by the holder of the debt
security or
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coupon for payment on a date more than 10 days after the date on which
the payment became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
- any estate, inheritance, gift, sales, transfer, personal property tax or
any similar tax, assessment or other governmental charge;
- any tax, assessment or other governmental charge that is payable
otherwise than by withholding from a payment on a debt security or
coupon;
- any tax, assessment or other governmental charge imposed on a holder of a
debt security or coupon that actually or constructively owns 10% or more
of the total combined voting power of all classes of stock of Seagram
entitled to vote within the meaning of Section 871(h)(3) of the Code or
that is a controlled foreign corporation related to Seagram through stock
ownership;
- any tax, assessment or other governmental charge imposed as a result of
the failure to comply with applicable certification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the holder or
beneficial owner of a debt security or coupon, if compliance is required
by statute or by regulation of the United States as a precondition to
relief or exemption from such tax, assessment or other governmental
charge;
- any tax, assessment or other governmental charge required to be withheld
by any paying agent from any payment on a debt security or coupon if the
payment can be made without withholding by at least one other paying
agent of Seagram;
- any tax, assessment or other governmental charge imposed with respect to
payments on any registered security by reason of the failure of the
holder to fulfill the statement requirement of Sections 871(h) or 881(c)
of the Code; or
- any combination of these items.
Additional amounts will not be paid with respect to any payment on a debt
security or coupon to a holder who is a fiduciary or partnership or other than
the sole beneficial owner of the payment to the extent the payment would be
required by the laws of the United States to be included in the income for
federal income tax purposes of a beneficiary or settlor with respect to the
fiduciary or a member of the partnership or a beneficial owner who would not
have been entitled to payment of the additional amounts had the beneficiary,
settlor, member or beneficial owner been the holder of the debt security or
coupon (Section 1009).
NOTICES
Notices to the holders of bearer securities will be published in English in
a daily newspaper in The City of New York and in London. If the bearer
securities are listed on the Luxembourg Stock Exchange and the Luxembourg Stock
Exchange requires it, notice will also be published in a daily newspaper in
Luxembourg (or, if not practical, elsewhere in Western Europe). We expect to
publish notice in The Wall Street Journal, the Financial Times and the
Luxemburger Wort. Notices to holders of registered securities will be mailed to
holders' addresses listed in the security register (Section 106).
GOVERNING LAW
The debt securities and the indenture are governed by New York law (Section
112).
CONSENT TO SERVICE
The Guarantor has designated The Bank of New York as its authorized agent
for service of process in any federal or New York State legal proceeding
relating to the indenture, the debt securities or the Guarantees. The Guarantor
is subject to the jurisdiction of those courts for the purposes of those
proceedings (Section 117).
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EUROPEAN MONETARY UNION
The foreign currencies in which debt securities may be denominated or by
which amounts due on the securities may be calculated could be issued by
countries participating in Stage III of the European Economic and Monetary
Union.
Stage III began on January 1, 1999 for the eleven participating member
states of the European Union that satisfied the economic convergence criteria in
the Treaty on European Union: Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. Other member
states of the European Union may still become participating member states after
January 1, 1999.
Stage III includes the introduction of the euro, which, along with the
present national currency of each participating member state, is legal tender in
the participating member states. It is currently anticipated that on and after
January 1, 2002, the national currencies of participating member states will
cease to exist and the sole legal tender in such states will be the euro. The
European Union has adopted regulations providing specific rules for the
introduction of the euro in substitution of the respective current national
currencies of such member states, and may adopt additional regulations or
legislation in the future relating to the euro. It is anticipated that these
regulations or legislation will be supplemented by legislation of the individual
member states.
Pursuant to European Council Regulation No. 2866/98 of December 31, 1998,
one euro equals:
- 13.7603 Austrian schillings
- 40.3399 Belgian francs
- 5.94573 Finnish marks
- 6.55957 French francs
- 1.95583 German marks
- 0.787564 Irish pounds
- 1,936.27 Italian lire
- 40.3399 Luxembourg francs
- 2,20371 Dutch guilders
- 200.482 Portuguese escudos
- 166.386 Spanish pesetas
DESCRIPTION OF PREFERRED STOCK
The following brief summary of Seagram's preferred stock is not complete
and is qualified in its entirety by reference to all the provisions of Seagram's
Restated Articles of Incorporation and its By-laws. You should read the
particular terms and provisions of the Class A Preferred Stock being offered,
which will appear in the prospectus supplement.
GENERAL
The authorized capital of Seagram currently consists of:
- 250,000 shares of common stock, all of which were outstanding at June 30,
1999;
- 129,151 1/2 shares of 6% Non-Cumulative Preferred Stock of the par value
of $100 per share, of which 120,694 shares were outstanding at June 30,
1999; and
- 1,000,000 shares of Class A Preferred Stock, none of which were
outstanding at June 30, 1999.
All of the outstanding shares of common stock and 6% Preferred Stock are
owned by Seagram Enterprises, Inc., an indirect wholly owned subsidiary of the
Guarantor.
CLASS A PREFERRED STOCK
Seagram may issue Class A Preferred Stock in one or more series. The Board
of Directors of Seagram has authority to determine, without further shareholder
approval, the designations and the relative preferences, limitations, voting
rights, if any, and other rights of the Class A Preferred Stock.
We will describe in the prospectus supplement the particular terms of any
series of
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Class A Preferred Stock being offered, including:
- the designation, powers, preferences and rights of the shares of the
series;
- the number of shares to be included in the series; and
- the qualifications, limitations or restrictions of the series, except as
otherwise stated in the certificate of incorporation.
GUARANTEES
The Guarantor will fully and unconditionally guarantee the payment of:
- accumulated and unpaid dividends on outstanding shares of Class A
Preferred Stock;
- any amounts due on liquidation or redemption of outstanding shares of
Class A Preferred Stock; and
- upon a voluntary or involuntary dissolution, liquidation or winding up of
Seagram, the liquidation preference payable in respect of outstanding
shares of Class A Preferred Stock.
6% PREFERRED STOCK
The holders of 6% Preferred Stock are entitled to receive dividends out of
the surplus earnings of Seagram, or out of its net profits or surplus paid in
cash, when and as declared by the Board of Directors of Seagram, at a rate of 6%
per annum from the date of issue, payable annually from the 31st day of July in
each year. The holders of 6% Preferred Stock are entitled to no other or further
dividends. Such dividends are noncumulative. Therefore, if any dividends upon
outstanding shares of 6% Preferred Stock are not declared for any dividend
period, holders of 6% Preferred Stock have no right to the future payment of a
dividend for that dividend period. Seagram may declare or pay dividends on
common stock and Class A Preferred Stock in subsequent dividend periods without
paying the holders of 6% Preferred Stock any dividends for the previous dividend
period in which dividends were not declared or paid. Subject to the terms of any
Class A Preferred Stock then outstanding, Seagram may declare or pay dividends
on common stock:
- at the same time as the annual dividend is declared and paid on 6%
Preferred Stock; or
- if Seagram simultaneously declares and pays a dividend at the rate of 6%
per annum from the 31st day of July next preceding the declaration on the
6% Preferred Stock then outstanding.
REDEMPTION
The Board of Directors of Seagram may in its sole discretion redeem the 6%
Preferred Stock, in whole or in part, on ten days' written notice to the holders
thereof. The redemption price of each share of 6% Preferred Stock would be $105,
plus any dividends declared by the Board of Directors of Seagram remaining
unpaid on such date. From and after the date fixed for redemption, unless
Seagram defaults in payment of the redemption price, all rights of the holders
of redeemed 6% Preferred Stock shall cease except the right to receive the
redemption price. Seagram may not reissue redeemed 6% Preferred Stock, or issue
6% Preferred Stock in lieu thereof or in exchange therefor. Seagram will retire
any 6% Preferred Stock that it may redeem.
RIGHTS UPON LIQUIDATION
If Seagram liquidates, dissolves or winds up its affairs, whether
voluntarily or involuntarily, the holders of 6% Preferred Stock shall be
entitled to receive out of the assets of Seagram, whether from capital or
surplus or both, the full par value of such 6% Preferred Stock, plus all
dividends declared by the Board of Directors of Seagram and remaining unpaid on
the date of such liquidation, dissolution or winding up of Seagram. Subject to
the terms of any Class A Preferred Stock then outstanding, the holders of common
stock shall be entitled, to the exclusion of holders of 6% Preferred Stock, to
share ratably in the assets of Seagram remaining after such payment. Subject to
the terms of any Class A Preferred Stock then outstanding, if, upon such
liquidation, dissolution or winding up
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<PAGE> 20
of Seagram, the assets of Seagram are insufficient to permit payment in full to
holders of 6% Preferred Stock, then the entire assets of Seagram shall be
distributed ratably among the holders of 6% Preferred Stock then outstanding.
VOTING RIGHTS
Subject to exclusive rights of any series of Class A Preferred Stock, the
holders of 6% Preferred Stock are entitled to one vote per share at all meetings
of shareholders of Seagram. This voting right is identical to that of holders of
common stock.
DESCRIPTION OF WARRANTS
The following brief summary of the terms of Warrants sets forth certain
general terms and provisions. You should read the particular terms and
provisions of the Warrants being offered, which will appear in the prospectus
supplement.
Seagram may issue Warrants to purchase debt securities ("Debt Warrants") or
Warrants to purchase Class A Preferred Stock ("Preferred Stock Warrants").
Warrants may be issued independently of or together with any other securities
and may be attached to or separate from such securities. Each series of Warrants
will be issued under a separate warrant agreement to be entered into between
Seagram and a warrant agent. The warrant agent will act solely as an agent of
Seagram in connection with the Warrants of such series and will not assume any
obligation or relationship of agency for or with holders or beneficial owners of
Warrants.
The Guarantor will fully and unconditionally guarantee all obligations of
Seagram with respect to the Warrants.
DEBT WARRANTS
The prospectus supplement will describe the terms of the Debt Warrants
being offered, including:
- the title, offering price and aggregate number of the Debt Warrants;
- the designation and terms of the debt securities purchasable upon
exercise of the Debt Warrants;
- the designation and terms of the securities with which the Debt Warrants
are issued and the number of the Debt Warrants issued with each security;
- the date after which the Debt Warrants and any securities issued with
them will be separately transferable;
- the principal amount of debt securities purchasable upon exercise of a
Debt Warrant and the exercise price;
- the dates on which the Debt Warrants become exercisable or expire;
- the minimum or maximum amount of Debt Warrants that may be exercised at
any one time;
- whether the Debt Warrants and the debt securities issued upon exercise of
the Debt Warrants will be in registered or bearer form;
- information with respect to book-entry procedures;
- if other than U.S. dollars, the currency, currencies or currency unit or
units in which the offering price, if any, and the exercise price are
payable;
- U.S. federal and Canadian income tax considerations;
- the redemption or call provisions; and
- any additional terms of the Debt Warrants, including terms, procedures
and limitations relating to the exchange and exercise of the Debt
Warrants.
PREFERRED STOCK WARRANTS
The prospectus supplement will describe the particular terms of the
Preferred Stock Warrants being offered, including:
- the title, offering price and aggregate number of the Preferred Stock
Warrants;
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<PAGE> 21
- the designation and terms of the Class A Preferred Stock purchasable upon
exercise of the Preferred Stock Warrants;
- the designation and terms of the securities with which the Preferred
Stock Warrants are issued and the number of the Preferred Stock Warrants
issued with each security;
- the date after which the Preferred Stock Warrants and any securities
issued with them will be separately transferable;
- the number of shares of Class A Preferred Stock purchasable upon exercise
of a Preferred Stock Warrant and the exercise price;
- the dates on which the Preferred Stock Warrants become exercisable and
expire;
- the minimum or maximum amount of Preferred Stock Warrants that may be
exercised at any one time;
- if other than U.S. dollars, the currency, currencies or currency unit or
units in which the offering price, if any, and the exercise price are
payable;
- U.S. federal and Canadian income tax considerations;
- any antidilution provisions;
- any redemption or call provisions; and
- any additional terms of the Preferred Stock Warrants, including terms,
procedures and limitations relating to the exchange and exercise of the
Preferred Stock Warrants.
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Seagram may issue securities in the form of permanent global securities and
deposit them with a depositary in a book-entry system. The following is a
summary of depositary arrangements for which The Depositary Trust Company acts
as depository. Global securities deposited with, or on behalf of, DTC will be
registered in the name of DTC or its nominee. DTC will be the only registered
holder of these securities.
Purchasers of securities may only hold interests in global securities
through DTC if they are participants in the DTC system. Purchasers may also hold
interests through a securities intermediary -- banks, brokerage houses and other
institutions that maintain securities accounts for customers -- that has an
account with DTC or its nominee. DTC will maintain accounts showing the security
holdings of its participants, and these participants will in turn maintain
accounts showing the security holdings of their customers. Some of these
customers may themselves be securities intermediaries holding securities for
their customers. Thus, each beneficial owner of a book-entry security will hold
that security indirectly through a hierarchy of intermediaries, with DTC at the
"top" and the beneficial owner's own securities intermediary at the "bottom."
The securities of each beneficial owner of a book-entry security will be
evidenced solely by entries on the books of the beneficial owner's securities
intermediary. The actual purchaser of the securities will generally not be
entitled to have the securities represented by the global securities registered
in its name and will not be considered the owner under the indenture. In most
cases, a beneficial owner will also not be able to obtain a paper certificate
evidencing the holder's ownership of securities. The book-entry system for
holding securities eliminates the need for physical movement of certificates and
is the system through which most publicly traded securities are held in the
United States. However, the laws of some jurisdictions require some purchasers
of securities to take physical delivery of their securities in definitive form.
These laws may impair the ability to transfer book-entry securities.
A beneficial owner of book-entry securities represented by a global
security may exchange
19
<PAGE> 22
the securities for definitive (paper) securities only if:
- DTC is unwilling or unable to continue as depositary for the global
security and Seagram does not appoint a qualified replacement for DTC
within 90 days; or
- Seagram in its sole discretion decides to allow some or all book-entry
securities to be exchangeable for definitive securities in registered
form.
Unless we indicate otherwise, any global security that is exchangeable will
be exchangeable in whole for definitive securities in registered form, with the
same terms and of an equal aggregate amount. Definitive securities will be
registered in the name or names of the person or persons specified by DTC in a
written instruction to the registrar of the securities. DTC may base its written
instruction upon directions that it receives from its participants.
In this prospectus, for book-entry securities, references to actions taken
by security holders will mean actions taken by DTC upon instructions from its
participants, and references to payments and notices of redemption to security
holders will mean payments and notices of redemption to DTC as the registered
holder of the securities to participants in accordance with DTC's procedures.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered under section 17A of the Securities Exchange Act of
1934. The rules applicable to DTC and its participants are on file with the SEC.
DTC's management is aware that some computer applications, systems, and the
like for processing dates that are dependent upon calendar dates, including
dates before, on, and after January 1, 2000, may encounter "Year 2000 problems."
DTC has informed its participants and other members of the financial community
that it has developed and is implementing a program so that its systems, as they
relate to the timely payment of distributions to security holders, book-entry
deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. Additionally, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
Seagram will not have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the book-entry securities or for maintaining, supervising or
reviewing any records relating to the beneficial ownership interests.
DTC may discontinue providing its services as securities depositary at any
time by giving reasonable notice. Under such circumstances, in the event that a
successor securities depositary is not obtained, securities certificates are
required to be printed and delivered. Additionally, Seagram may decide to
discontinue use of the system of book-entry transfers through DTC or any
successor depositary with respect to the securities. In that event, certificates
for the securities will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Seagram believes to be reliable, but Seagram
does not take responsibility for its accuracy.
Settlement procedures for Class A Preferred Stock and Warrants or any other
settlement procedures will be discussed in a prospectus supplement.
20
<PAGE> 23
PLAN OF DISTRIBUTION
Seagram may offer for sale all or part of the securities in one or more of
the following ways:
- to or through underwriters;
- by itself directly;
- through agents; or
- through dealers.
We will set forth the names of any underwriters or selling agents in the
prospectus supplement.
If Seagram offers securities through underwriters, Seagram will execute an
underwriting agreement with those underwriters. The underwriting agreement will
provide that the obligations of the underwriters with respect to a sale of the
securities are subject to certain conditions precedent and that the underwriters
will be obligated to purchase all the securities if any are purchased.
Underwriters may sell those securities to or through dealers. The underwriters
may change any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers from time to time. If Seagram offers
securities through underwriters, the prospectus supplement will state whether
the underwriters intend to make a market in the securities.
If Seagram offers securities through a dealer, Seagram will sell the
securities to the dealer, as principal. The dealer may then resell those
securities to the public at a fixed price or at varying prices to be determined
by the dealer at the time of resale.
Seagram may also use this prospectus to offer and sell securities through
agents designated by Seagram from time to time. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a reasonable efforts
basis for the period of its appointment.
Underwriters, dealers or agents participating in a distribution of
securities by use of this prospectus may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the offered securities, whether received from Seagram or from
purchasers of securities for whom they act as agent, may be deemed to be
underwriting discounts and commissions under the Securities Act.
Under agreements that Seagram may enter into, underwriters, dealers or
agents who participate in the distribution of securities by use of this
prospectus may be entitled to indemnification by Seagram against certain
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that those underwriters, dealers or agents may be
required to make.
Seagram may offer to sell securities either at a fixed price or prices
which may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at negotiated prices.
Underwriters, dealers, agents or their affiliates may be customers of,
engage in transactions with, or perform services for us or certain of our
subsidiaries in the ordinary course of business.
Seagram may also use this prospectus to directly solicit offers to purchase
securities. Except as set forth in the prospectus supplement, none of our
directors, officers, or employees will solicit or receive a commission in
connection with those direct sales. Those persons may respond to inquiries by
potential purchasers and perform ministerial and clerical work in connection
with direct sales.
DELAYED DELIVERY CONTRACTS
Seagram may authorize underwriters, dealers and agents to solicit offers by
certain institutions to purchase securities pursuant to delayed delivery
contracts providing for payment and delivery on a future date specified in the
prospectus supplement. Seagram may enter into delayed delivery contracts with
commercial and savings banks, insurance companies and educational and charitable
institutions. The obligations of any purchaser under a delayed delivery contract
will not be subject to any conditions except that any related sale of securities
to
21
<PAGE> 24
underwriters shall have occurred and the
purchase by an institution of the securities covered by its delayed delivery
contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which that institution is subject.
LEGAL MATTERS
Simpson Thacher & Bartlett, our U.S. counsel, and Goodman Phillips &
Vineberg S.E.N.C., our Canadian counsel, will provide opinions for us regarding
certain legal matters relating to the validity of the securities. Barnes &
Thornburg, Indiana counsel of Seagram, will opine on certain legal matters
relating to the validity of the securities on behalf of Seagram. Sullivan &
Cromwell, U.S. counsel for any underwriters or selling agents, will pass upon
the validity of the securities for such underwriters or selling agents.
EXPERTS
The consolidated financial statements of the Guarantor as of June 30, 1998
and 1997 and for the years ended June 30, 1998 and 1997, the five-month period
ended June 30, 1996 and the year ended January 31, 1996, incorporated in this
prospectus by reference to the Guarantor's Annual Report on Form 10-K for the
fiscal year ended June 30, 1998, as amended, have been 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, 1997
and 1996 and for each of the years in the three year period ended December 31,
1997 incorporated in this prospectus by reference to the Guarantor's 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.
JURISDICTION OF THE GUARANTOR
The Guarantor is a Canadian corporation and certain of its directors and
officers and the experts referred to above are citizens or residents of
countries other than the United States. A substantial portion of the assets of
the Guarantor and of those persons are located outside the United States.
Accordingly, it may be difficult for investors:
- to obtain jurisdiction over the Guarantor and those directors and
officers and experts in courts in the United States in actions predicated
on the civil liability provisions of the U.S. federal securities laws;
- to enforce against the Guarantor or those persons judgments obtained in
such actions;
- to obtain judgments against the Guarantor 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 the Guarantor or those persons in Canadian or other
foreign courts judgments of courts in the United States predicated upon
the civil liability provisions of the U.S. federal securities laws.
22
<PAGE> 25
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............... $ 356,664
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
Trustee's fee............................................... 25,000
Rating agencies' fees....................................... 200,000
Miscellaneous............................................... 18,336
----------
Total.................................................. $1,300,000
==========
</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).
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<PAGE> 26
(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
(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."
Chapter 37 of the Business Corporation Law of Indiana, the state of
incorporation of Joseph E. Seagram & Sons, Inc., provides that, effective August
1, 1987, (i) unless limited by its articles of incorporation, a corporation
shall indemnify a director or officer (and may indemnify an employee or agent of
the corporation) who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which such person was a party because such person
is or was a director, officer, employee or agent of the corporation, as
II-2
<PAGE> 27
the case may be, against reasonable expenses incurred by such person in
connection with the proceeding and (ii) a corporation may indemnify an
individual made a party to a proceeding because the individual is or was a
director, officer, employee or agent of the corporation against liability
incurred in the proceeding if (1) the individual's conduct was in good faith;
and (2) the individual reasonably believed (A) in the case of conduct in the
individual's official capacity with the corporation, that the individual's
conduct was in its best interests; and (B) in all other cases, that the
individual's conduct was at least not opposed to its best interests; and (3) in
the case of any criminal proceeding, the individual either (A) had reasonable
cause to believe the individual's conduct was lawful; or (B) had no reasonable
cause to believe the individual's conduct was unlawful. Such indemnification
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any provision of the articles of incorporation, by-laws,
resolution, or other authorization adopted, after notice, by a majority vote of
all the voting shares then issued and outstanding.
Sections 43 through 50 of the By-Laws of Joseph E. Seagram & Sons, Inc.
provide as follows:
"43. The corporation (1) shall indemnify any person who is or was a
director, officer, or employee of the corporation or is or was serving at
the request of the corporation as a director, officer or employee of
another corporation, and (2) may indemnify any person who is or was an
agent of the corporation or is or was serving at the request of the
corporation as an agent of or participant in another corporation or as
director, officer, employee or agent of or participant in a partnership,
joint venture, trust or other enterprise, and who by reason of such fact is
or was a witness or a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, against any and all judgments,
liabilities, assessments, fines, amounts paid in settlement, costs, charges
and expenses (including attorneys' fees) of every kind and nature which
such person may actually and reasonably incur in connection with such
action, suit or proceeding (or any appeal therein). Notwithstanding the
foregoing, (a) in the event of an action, suit or proceeding brought by or
in the right of the corporation to procure a judgment in its favor, no
indemnification shall be made with respect to any claim, issue or matter as
to which the person seeking to be indemnified shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to
the corporation, unless and only to the extent that the court in which such
action or suit was brought or to which it was appealed shall determine upon
application that, despite the adjudication of liability, in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for any such expenses which the court shall deem proper, and (b)
no indemnification shall be made with respect to any claim, issue or matter
as to which the person seeking to be indemnified shall have (i) been
adjudged by a court or administrative agency to have acted illegally or
improperly or (ii) made or agreed to make any payment in settlement unless
it is determined in accordance with Section 44 of these by-laws, that such
person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The final disposition of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not of itself create a presumption
that a person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
II-3
<PAGE> 28
nor, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
44. Any determination contemplated by clause (b) of Section 43 of
these by-laws shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the shareholders.
45. The indemnification provided herein shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled
under any agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in any official capacity and as to action in
another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, agent or
participant and shall inure to the benefit of the heirs, executors and
administrators of such a person.
46. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of or participant in another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of these by-laws, Section 25-202 of the General
Corporation Act of the State of Indiana or otherwise.
47. For purposes of Sections 43 through 46 of these by-laws, (1) Any
person who, while a director, officer or employee of the corporation or
while serving at the request of the corporation as a director, officer or
employee of a 'subsidiary' as hereinafter defined, acts or acted as a
fiduciary with respect to an employee benefit plan sponsored by the
corporation or by one or more subsidiaries, or with respect to a
multi-employer employee benefit plan contributed to by the corporation or
by one or more subsidiaries, shall be conclusively deemed to occupy such
fiduciary position by reason of the fact that such person is or was such
director, officer or employee. As used herein the term 'subsidiary' means a
corporation of which a majority of the shares of capital stock have the
power ordinarily and generally in the absence of contingencies to elect a
majority of the directors thereof is held by the corporation and/or one or
more subsidiaries.
(2) Any person who is or was a director, officer or employee of a
'wholly-owned subsidiary' as hereinafter defined shall be conclusively
deemed to occupy such position at the request of the corporation. As used
herein the term 'wholly-owned subsidiary' means any corporation of which
all shares of capital stock having the power ordinarily and generally in
the absence of contingencies to vote for the election of directors,
exclusive of director's qualifying shares, are held by the corporation
and/or one or more wholly-owned subsidiaries.
48. For the purposes of Sections 43 through 48 of these by-laws,
references to 'the corporation' include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer, employee
or agent of or participant in such a constituent
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<PAGE> 29
corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of or participant in
another corporation, partnership, joint venture, trust or other enterprise
shall stand in the same position under the provisions of such Sections with
respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.
49. The corporation may pay expenses incurred in appearing as a
witness in or defending any action, suit or proceeding (whether civil,
criminal, administrative or investigative) before the final disposition
thereof upon receipt of an undertaking, by or on behalf of the person for
whose benefit such payment is to be made, to repay to the corporation any
excess of such payment over the indemnification from the corporation to
which such person ultimately shall be determined to be entitled under these
by-laws.
50. The invalidity or unenforceability of any provision of Sections 43
through 48 of these by-laws shall not affect the validity or enforceability
of the remaining provisions of such Sections."
The directors and officers of the Registrants 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 Registrants.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
1 -- Underwriting Agreement General Terms and Provisions and
forms of a Pricing Agreement and a Delayed Delivery Contract
(incorporated by reference to Current Report on Form 8-K of
The Seagram Company Ltd. dated November 13, 1998).
3(a) -- Restated Articles of Incorporation of Joseph E. Seagram &
Sons, Inc. (incorporated by reference to Exhibit 4(a) to
Registration Statement on Form S-3 (No. 333-4136) of The
Seagram Company Ltd. and Joseph E. Seagram & Sons, Inc.).
(b) -- By-Laws of Joseph E. Seagram & Sons, Inc., as amended
(incorporated by reference to Exhibit 4(b) to Registration
Statement on Form S-3 (No. 333-4136) of The Seagram Company
Ltd. and Joseph E. Seagram & Sons, Inc.).
4(a) -- Indenture dated as of September 15, 1991 among Joseph E.
Seagram & Sons, Inc., The Seagram Company Ltd. and The Bank
of New York, as Trustee (incorporated by reference to
Exhibit 4(g) of the Current Report on Form 8-K of The
Seagram Company Ltd. dated November 8, 1991, as amended).
(b) -- Form of Medium-Term Note (Floating Rate) (incorporated by
reference to Exhibit 4(b) to Registration Statement on Form
S-3 (No. 33-42877) of The Seagram Company Ltd. and Joseph E.
Seagram & Sons, Inc.).
(c) -- Form of Medium-Term Note (Fixed Rate) (incorporated by
reference to Exhibit 4(c) to Registration Statement on Form
S-3 (No. 33-42877) of The Seagram Company Ltd. and Joseph E.
Seagram & Sons, Inc.).
</TABLE>
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<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
5(a)* -- Opinion and Consent of Simpson Thacher & Bartlett.
(b)* -- Opinion and Consent of Goodman Phillips & Vineberg S.E.N.C.
(c)* -- Opinion and Consent of Barnes & Thornburg.
12(a)* -- Computation of ratio of earnings to fixed charges -- The
Seagram Company Ltd.
(b)* -- Computation of ratio of earnings to fixed charges -- Joseph
E. Seagram & Sons, Inc.
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)* -- Consents of Simpson Thacher & Bartlett, Goodman Phillips &
Vineberg S.E.N.C. and Barnes & Thornburg are included in
their opinions filed as Exhibits 5(a), 5(b) and 5(c),
respectively.
24(a)* -- Power of Attorney -- The Seagram Company Ltd.
(b)* -- Power of Attorney -- Joseph E. Seagram & Sons, Inc.
25 * -- Statement of Eligibility of Trustee.
</TABLE>
- -------------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this 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 a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
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<PAGE> 31
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrants pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the Act, each
filing of a Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have 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 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 Registrants 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.
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<PAGE> 32
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, JOSEPH E.
SEAGRAM & SONS, INC. 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 AND THE POST-EFFECTIVE AMENDMENTS TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK
AND THE STATE OF NEW YORK, ON SEPTEMBER 1, 1999.
JOSEPH E. SEAGRAM & SONS, INC.
(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 AND THE POST-EFFECTIVE AMENDMENTS HAVE BEEN SIGNED ON
SEPTEMBER 1, 1999 BY THE FOLLOWING PERSONS IN THE CAPACITIES AT JOSEPH SEAGRAM &
SONS, INC. INDICATED.
Principal Executive Officer:
<TABLE>
<C> <S>
* Director, President and Chief
- --------------------------------------------------- Executive
(Edgar Bronfman, Jr.) Officer
</TABLE>
Principal Financial Officer and Agent
for Service:
<TABLE>
<C> <S>
* Director, Vice Chairman and Chief
- --------------------------------------------------- Financial Officer
(Robert W. Matschullat)
</TABLE>
Principal Accounting Officer:
<TABLE>
<C> <S>
/s/ FRANK MERGENTHALER Vice President and Controller
- ---------------------------------------------------
(Frank Mergenthaler)
</TABLE>
II-8
<PAGE> 33
Directors:
<TABLE>
<C> <S>
* Director
- ---------------------------------------------------
(Edgar M. Bronfman)
* Director
- ---------------------------------------------------
(Charles R. Bronfman)
* Director
- ---------------------------------------------------
(Daniel R. Paladino)
</TABLE>
II-9
<PAGE> 34
* 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-10
<PAGE> 35
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 AND THE POST-EFFECTIVE AMENDMENTS TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MONTREAL,
PROVINCE OF QUEBEC, CANADA, ON SEPTEMBER 1, 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 AND THE POST-EFFECTIVE AMENDMENTS HAVE BEEN SIGNED ON
SEPTEMBER 1, 1999 BY THE FOLLOWING PERSONS IN THE CAPACITIES AT THE SEAGRAM
COMPANY LTD. INDICATED.
Principal Executive Officer:
<TABLE>
<C> <S>
* Director, President and Chief
- --------------------------------------------------- Executive
(Edgar Bronfman, Jr.) Officer
</TABLE>
Principal Financial Officer and Agent
for Service:
<TABLE>
<C> <S>
* Director, Vice Chairman and Chief
- --------------------------------------------------- Financial Officer
(Robert W. Matschullat)
</TABLE>
Principal Accounting Officer:
<TABLE>
<C> <S>
* Director, Vice Chairman and Chief
- --------------------------------------------------- Financial Officer
(Robert W. Matschullat)
</TABLE>
II-11
<PAGE> 36
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-12
<PAGE> 37
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C> <C>
1 -- Underwriting Agreement General Terms and Provisions and
forms of a Pricing Agreement and a Delayed Delivery Contract
(incorporated by reference to Current Report on Form 8-K of
The Seagram Company Ltd. dated November 13, 1998).
3(a) -- Restated Articles of Incorporation of Joseph E. Seagram &
Sons, Inc. (incorporated by reference to Exhibit 4(a) to
Registration Statement on Form S-3 (No. 333-4136) of The
Seagram Company Ltd. and Joseph E. Seagram & Sons, Inc.).
(b) -- By-Laws of Joseph E. Seagram & Sons, Inc., as amended
(incorporated by reference to Exhibit 4(b) to Registration
Statement on Form S-3 (No. 333-4136) of The Seagram Company
Ltd. and Joseph E. Seagram & Sons, Inc.).
4(a) -- Indenture dated as of September 15, 1991 among Joseph E.
Seagram & Sons, Inc., The Seagram Company Ltd. and The Bank
of New York, as Trustee (incorporated by reference to
Exhibit 4(g) of the Current Report on Form 8-K of The
Seagram Company Ltd. dated November 8, 1991, as amended).
(b) -- Form of Medium-Term Note (Floating Rate) (incorporated by
reference to Exhibit 4(b) to Registration Statement on Form
S-3 (No. 33-42877) of The Seagram Company Ltd. and Joseph E.
Seagram & Sons, Inc.).
(c) -- Form of Medium-Term Note (Fixed Rate) (incorporated by
reference to Exhibit 4(c) to Registration Statement on Form
S-3 (No. 33-42877) of The Seagram Company Ltd. and Joseph E.
Seagram & Sons, Inc.).
5(a)* -- Opinion and Consent of Simpson Thacher & Bartlett.
(b)* -- Opinion and Consent of Goodman Phillips & Vineberg S.E.N.C.
(c)* -- Opinion and Consent of Barnes & Thornburg.
12(a)* -- Computation of ratio of earnings to fixed charges -- The
Seagram Company Ltd.
(b)* -- Computation of ratio of earnings to fixed charges -- Joseph
E. Seagram & Sons, Inc.
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)* -- Consents of Simpson Thacher & Bartlett, Goodman Phillips &
Vineberg S.E.N.C. and Barnes & Thornburg are included in
their opinions filed as Exhibits 5(a), 5(b) and 5(c),
respectively.
24(a)* -- Power of Attorney -- The Seagram Company Ltd.
(b)* -- Power of Attorney -- Joseph E. Seagram & Sons, Inc.
25 * -- Statement of Eligibility of Trustee.
</TABLE>
- -------------------------
* Filed herewith.
<PAGE> 1
OPINION AND CONSENT OF SIMPSON THACHER & BARTLETT EXHIBIT 5(a)
September 1, 1999
Joseph E. Seagram & Sons, Inc.
375 Park Avenue
New York, New York 10152
The Seagram Company Ltd.
1430 Peel Street
Montreal, Quebec
Canada H3A 1S9
Ladies and Gentlemen:
We have acted as United States counsel to Joseph E. Seagram &
Sons, Inc., an Indiana corporation (the "Company"), and to The Seagram Company
Ltd., a Canadian corporation (the "Guarantor"), in connection with the
Registration Statement on Form S-3 filed by the Company and the Guarantor with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), which Registration Statement also
constitutes post-effective amendments to registration statements on Form S-3
(Registration Nos. 333-62921 and 333-4136) (the "Registration Statement"),
relating to, among other things, (a) debt securities, which may be either senior
or subordinated (the "Debt Securities") and (b) guarantees of the Guarantors to
be issued in connection with the Debt Securities (the "Guarantees"). The Debt
Securities and the Guarantees are hereinafter referred to collectively as the
"Securities." The Securities, as well as the other securities included within
the Registration Statement, may be issued and sold or delivered from time to
time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus and pursuant to Rule 415 under the Act for an aggregate initial
offering price not to exceed $1,520,000,000 or the equivalent thereof
denominated in one or more foreign currencies or composite currencies.
The Debt Securities and the Guarantees thereof will be issued under an
Indenture (the "Indenture") dated as of September 15, 1991, among the Company,
the Guarantor and The Bank of New York, as Trustee (the "Trustee").
<PAGE> 2
-2- September 1, 1999
We have examined the Registration Statement and the Indenture, which
has been filed with the Commission as an exhibit to the Registration Statement.
We also have examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company and the Guarantor.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents.
We have also assumed that (1) execution, delivery and performance by
the Guarantor of the Indenture and the Debt Securities and the Guarantees do not
and will not violate the laws of Canada or any other applicable laws (excepting
the laws of the State of New York and the federal laws of the United States) and
(2) execution, delivery and performance by the Guarantor of the Indenture and
the Debt Securities and the Guarantees do not and will not constitute a breach
or violation of any agreement or instrument which is binding upon the Guarantor.
We have further assumed that (1) the Indenture is the valid and legally binding
obligation of the Trustee and (2) the Guarantor is validly existing under the
laws of Canada.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. With respect to the Debt Securities, assuming (a) the taking of all
necessary corporate action to approve the issuance and terms of any Debt
Securities, the terms of the offering thereof and related matters by the Board
of Directors of the Company, a duly constituted and acting committee of such
Board or duly authorized officers of the Company (such Board of Directors,
committee or authorized officers being referred to herein as the "Board") and
(b) the due execution, authentication, issuance and delivery of such Debt
Securities, upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the
<PAGE> 3
-3- September 1, 1999
applicable Indenture and such agreement, such Debt Securities will constitute
valid and legally binding obligations of the Company enforceable against the
Company in accordance with their terms.
2. With respect to the Guarantees, assuming (a) the taking of all
necessary corporate action to approve the issuance and terms of the Guarantees
and related matters by the Board of Directors of the Guarantor, a duly
constituted and acting committee of such Board or duly authorized officers of
the Guarantor, (b) the due execution, authentication, issuance and delivery of
the Debt Securities underlying such Guarantees and (c) the due issuance of such
Guarantees, upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the applicable
Indenture and such agreement, such Guarantees will constitute valid and legally
binding obligations of the Guarantor enforceable against the Guarantor in
accordance with their terms.
Our opinions set forth in paragraphs 1 and 2 above are subject to the
effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, (b) general equitable principles (whether considered in a proceeding
in equity or at law), (c) an implied covenant of good faith and fair dealing and
(d) the effects of the possible judicial application of foreign laws or foreign
governmental or judicial action affecting creditors' rights.
Insofar as the opinions expressed herein relate to or are dependent
upon matters governed by the laws of the State of Indiana, we have relied upon
the opinion of Barnes & Thornburg dated the date hereof. Insofar as to the
opinions expressed herein relate to the laws of Canada, we have assumed the
correctness of the opinion of Goodman Phillips & Vineberg S.E.N.C. dated the
date hereof.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the federal law of the United States and, to the extent set forth
herein, the laws of the State of Indiana.
<PAGE> 4
-4- September 1, 1999
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/S/ SIMPSON THACHER & BARTLETT
<PAGE> 1
OPINION AND CONSENT OF GOODMAN PHILLIPS & VINEBERG EXHIBIT 5(b)
September 1, 1999
Joseph E. Seagram & Sons, Inc.
375 Park Avenue
New York, N.Y. 10152
U.S.A.
The Seagram Company Ltd.
1430 Peel Street
Montreal, Quebec
Canada
H3A 1S9
RE: THE SEAGRAM COMPANY LTD.
ISSUE OF US $1,520,000,000 DEBT SECURITIES
BY JOSEPH E. SEAGRAM & SONS, INC.
Dear Sirs:
We are acting as Canadian counsel to The Seagram Company Ltd. (the
"Guarantor") in connection with the Registration Statement on Form S-3 of Joseph
E. Seagram & Sons, Inc. (the "Company") and the Guarantor, under the Securities
Act of 1933, as amended (the "Act") being filed today with the Securities and
Exchange Commission (the "Registration Statement"), which Registration Statement
also constitutes post-effective amendments (the "Post-Effective Amendments") to
registration statements on Form S-3 (Registration Nos. 333-4136 and 333-62921)
of the Company and the Guarantor, relating to, among other things, the Company's
debt securities consisting of debentures, notes and/or other unsecured
obligations (the "Debt Securities"), in one or more series as well as guarantees
of the Guarantor (the "Guarantees"), which may be issued in connection with Debt
Securities (Debt Securities and Guarantees being collectively referred to as the
"Securities"), to be issued and sold by the Company and the Guarantor from time
to time pursuant to Rule 415 under the Act for an aggregate initial offering
price not to exceed US $1,520,000,000 (or the equivalent thereof in foreign
denominated currencies or composite currencies).
We have examined (i) the Articles of Amalgamation and By-Laws of the
Guarantor and (ii) the Indenture, dated as of September 15, 1991, among the
Company, the Guarantor and The Bank of New York, as trustee (the "Indenture"),
pursuant to which Debt Securities may be issued.
<PAGE> 2
-2-
In addition, we have examined, and have relied as to matters of fact
upon, originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company and the Guarantor, and have
made such other and further investigations, as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
In addition, we have assumed that (i) the Registration Statement and
the Post-Effective Amendments will have become effective; (ii) a Prospectus
Supplement will have been prepared and filed with the Securities and Exchange
Commission describing the Securities offered thereby; (iii) all Securities
issued will be issued and sold in compliance with applicable United States,
federal and state, and Canadian, federal and provincial, securities laws and
solely in the manner stated in the Registration Statement and the appropriate
Prospectus Supplement; (iv) a definitive purchase, underwriting or similar
agreement (the "Underwriting Agreement") with respect to any Securities offered
will have been duly authorized and validly executed and delivered by the
Company, the Guarantor and the other parties thereto and will constitute a valid
and legally binding obligation of the Company and the Guarantor under applicable
United States, federal and state, laws; (v) any Securities issuable upon
conversion, exchange or exercise of any Security being offered will be duly
authorized, created and, if appropriate, reserved for issuance upon such
conversion, exchange or exercise; (vi) the Indenture constitutes a valid and
legally binding obligation of the Company and the Guarantor under the laws of
the State of New York and the United States respectively; (vii) the Debt
Securities will have been duly authorized, validly executed, authenticated or
countersigned, issued, registered and delivered with the Guarantees endorsed
thereon, against payment therefor, in accordance with the terms of the Indenture
and the applicable Underwriting Agreement and in accordance with the United
States, federal and state, laws, and that the Debt Securities and the Guarantees
endorsed thereon, if so authorized, executed, authenticated, countersigned,
issued, registered, endorsed and/or delivered, as the case may be, respectively
constitute valid and legally binding obligations of the Company and/or the
Guarantor, as the case may be, in accordance with and subject to the respective
terms thereof, under the United States, federal and state, laws, and (viii) the
applicable Underwriting Agreement will be governed by the laws of the State of
New York.
Based upon and subject to the foregoing, we are of the opinion that
with respect to Guarantees, when (i) all necessary corporate action has been
taken by the Guarantor to authorize the issuance and terms of the Guarantees,
the terms of the offering thereof and related matters, (ii) the Guarantees have
been duly executed, countersigned, validly issued and delivered and endorsed by
the Guarantor on the Debt Securities, if applicable, in accordance with
<PAGE> 3
-3-
the laws of Canada and the United States, federal or state, laws, the provisions
of the applicable agreement relating to the Guarantees and the applicable
Underwriting Agreement, and (iii) the Guarantees, if so authorized, executed,
countersigned, issued, delivered and endorsed respectively, are legally issued
and constitute valid and legally binding obligations of the Guarantor, in
accordance with and subject to the terms thereof under the United States,
federal or state, laws, the Guarantees will be validly issued and constitute
valid and legally binding obligations of the Guarantor under the laws of the
Province of Quebec and the laws of Canada applicable therein in accordance with
and subject to the terms thereof.
Our opinion is subject to:
(i) the effects of applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, arrangement, moratorium and other
similar laws relating to or affecting the enforcement of
creditors' rights generally;
(ii) general equitable principles or principles to substantially
the same effect in civil law and a requirement to act with
reasonableness and good faith and in a manner which is not
excessive;
(iii) the discretion of a court which may pronounce the nullity of
the Guarantees, order the reduction of the obligations arising
therefrom or revise the terms and conditions of the
obligations of the Guarantor thereunder to the extent that a
court finds that, having regard to the risk and to all the
circumstances, the Guarantor has suffered lesion;
(iv) the unavailability of discretionary remedies such as an order
of specific performance and an injunction when damages are
considered an adequate remedy;
(v) the Currency Act (Canada) which precludes a court in Canada
from giving a judgment in any currency other than Canadian
currency;
(vi) the Criminal Code (Canada) which prohibits the reception of
interest at an effective annual rate that exceeds 60% of the
credit advanced (taking into account all charges, fees and
other such expenses); and
(vii) the application of United States, federal and state, laws by a
court in the Province of Quebec or the recognition and
enforcement by a court in the Province of Quebec of a
financial and conclusive judgment for a sum of money obtained
in the United States, with respect to the Guarantees.
<PAGE> 4
-4-
We are members of the Bar of the Province of Quebec and we do not
express any opinion herein concerning any law other than the laws of the
Province of Quebec and the laws of Canada applicable therein. We understand that
you are relying, as to matters of the laws of the States of New York and Indiana
and the United States, on the opinions of Simpson Thacher & Bartlett, United
States counsel for the Guarantor, and Barnes & Thornburg, United States counsel
for the Company, which are being delivered to you and filed with the Securities
and Exchange Commission today as exhibits to the Registration Statement and
Post-Effective Amendments.
This opinion letter is rendered to you in connection with the
above-described transactions. This opinion letter may not be relied upon by you
for any other purpose, or relied upon, or furnished to, any other person, firm
or corporation without our prior written consent; provided, however, that we
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and Post-Effective Amendments and to the references to us under the
caption "Legal Matters" in the Prospectus forming a part thereof.
This opinion (including the consent set forth in the preceding
paragraph) applies to any Securities registered pursuant to Rule 462(b) under
the Act and may be incorporated by reference into any registration statement
filed pursuant to such Rule with respect to such Securities.
Yours truly,
/s/ Goodman Phillips & Vineberg
<PAGE> 1
OPINION AND CONSENT OF BARNES & THORNBURG Exhibit 5(c)
September 1, 1999
Joseph E. Seagram & Sons, Inc.
375 Park Avenue
New York, New York 10152
The Seagram Company Ltd.
1430 Peel Street
Montreal, Quebec
Canada H3A 1S9
Ladies and Gentleman:
We are acting as Indiana counsel to Joseph E. Seagram & Sons, Inc., an
Indiana corporation (the "Company"), in connection with the Registration
Statement on Form S-3 of the Company and The Seagram Company Ltd., a Canadian
corporation (the "Guarantor"), under the Securities Act of 1933, as amended (the
"Act"), being filed today with the Securities and Exchange Commission (the
"Registration Statement"), which Registration Statement also constitutes
post-effective amendments (the "Post-Effective Amendments") to registration
statements on Form S-3 (Registration Nos. 333- 62921 and 333-4136) of the
Company and the Guarantor, relating, among other things, to the Company's debt
securities consisting of debentures, notes and/or other unsecured evidences of
indebtedness ("Debt Securities"), in one or more series, to be issued and sold
by the Company and, if applicable, the Guarantor from time to time pursuant to
Rule 415 under the Act for an aggregate initial offering price not to exceed
$1,520,000,000 (or the equivalent thereof in foreign denominated currencies or
composite currencies).
We have examined, and have relied as to matters of fact upon, originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such other and further
investigations, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
In addition, we have assumed that (i) the Registration Statement and
the
<PAGE> 2
Joseph E. Seagram & Sons, Inc.
The Seagram Company Ltd.
September 1, 1999
Page 2
Post-Effective Amendments will have become effective; (ii) a Prospectus
Supplement will have been prepared and filed with the Securities and Exchange
Commission describing the Debt Securities offered thereby; (iii) all Debt
Securities issued will be issued and sold in compliance with applicable federal
and state securities laws and solely in the manner stated in the Registration
Statement, the Post-Effective Amendments, and the appropriate Prospectus
Supplement; (iv) a definitive purchase, underwriting or similar agreement with
respect to any Debt Securities offered will have been duly authorized and
validly executed and delivered by the Company, the Guarantor (when applicable)
and the other parties thereto and will be governed by the laws of the State of
New York; and (v) any Debt Securities issuable upon conversion, exchange or
exercise of any Debt Security being offered will be duly authorized, created
and, if appropriate, reserved for issuance upon such conversion, exchange or
exercise.
Based on the foregoing, we are of the opinion that, under the laws of
the State of Indiana, when (i) all necessary corporate action has been taken by
the Company to approve the issuance and terms of such Debt Securities, the terms
of the offering thereof and related matters, and (ii) such Debt Securities shall
have been duly executed, authenticated, issued and delivered in accordance with
the laws of the State of Indiana and the State of New York, the provisions of
the Indenture dated as of September 15, 1991 (the "Indenture"), among the
Company, the Guarantor and The Bank of New York, as Trustee, a copy of which has
been incorporated by reference as an exhibit to the Registration Statement, and
the applicable definitive purchase, underwriting, or similar agreement approved
by the Board of Directors of the Company (the "Board") or by an officer of the
Company acting pursuant to authority delegated by the Board, upon payment of the
consideration therefor provided for therein, such Debt Securities will be
validly issued and will constitute valid and legally binding obligations of the
Company, in accordance with and subject to the terms thereof. We express no
opinion as to any corporate action required to be taken by either the Guarantor
or The Bank of New York, as Trustee, and, for purposes of this opinion,
expressly assume that all required corporate action has been duly and validly
taken by each of them.
Our opinions set forth above are subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
We are qualified to practice law in the State of Indiana. We do not
purport to be experts on any law other than the laws of the United States or the
State of Indiana. We are not expressing any opinion concerning any law other
than the laws of the State of Indiana, and, insofar as Indiana law is involved,
we are not expressing any opinion concerning either the applicability of, or
compliance with, Indiana laws relating to the
<PAGE> 3
Joseph E. Seagram & Sons, Inc.
The Seagram Company Ltd.
September 1, 1999
Page 3
distribution of Debt Securities.
This opinion letter is rendered to you in connection with the
above-described transactions, and may not be relied upon by you for any other
purpose, or relied upon, or furnished to, any other person, firm or corporation
without our prior written consent; provided, however, that we hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and the
Post-Effective Amendments and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part thereof.
This opinion (including the consent set forth in the preceding
paragraph) applies to any Debt Securities registered pursuant to Rule 462(b)
under the Act and may be incorporated by reference into any registration
statement filed pursuant to such Rule with respect to such Debt Securities.
Very truly yours,
/s/ BARNES & THORNBURG
<PAGE> 1
Exhibit 12(a)
The Seagram Company Ltd.
and Subsidiary Companies
Computation of Ratio of Earnings to Fixed Charges
(United States dollars in millions, except ratios)
<TABLE>
<CAPTION>
Five Month Pro Forma (c)
Transition -------------------------------------
Fiscal Years Ended Period Ended Fiscal Years Ended Nine Months Ended Fiscal Year Ended Nine Months Ended
January 31, June 30, June 30, March 31, June 30, March 31,
1994 1995 1996 1996 1997 1998 1998 1999 1998 1999
---- ---- ---- ------------ ---- ------ ---- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income (loss)
from continuing
operations,
before tax ..... $347 $297 $240 ($6) $ 726 $1,611 $1,148 ($504) $ 962 $(198)
Add (deduct):
Dividends from
equity
companies...... 2 4 85 48 107 56 49 75 66 75
Fixed charges... 374 432 414 173 376 406 245 442 796 685
Interest
capitalized,
net of
amortization... -- (1) (2) (4) (2) (2) (1) (1) (6) (1)
------ ---- ---- ---- ------ ------- ------ ----- ------ -----
Earnings
available for
fixed charges. $723 $732 $717 $209 $1,207 $2,071 $1,441 $ 12 $1,818 $561
------ ---- ---- ---- ------ ------- ----- ----- ------ -----
Fixed charges..
Interest
expense....... 351 408 378 151 326 357 207 393 727 618
Portion of rent
expense deemed
to represent
interest
factor........ 23 24 36 22 50 49 38 49 69 67
------ ---- ---- ---- ------ ------- ----- ----- ----- -----
Fixed charges.. 374 432 414 173 376 406 245 442 796 685
------ ---- ---- ---- ------ ------- ----- ----- ----- -----
Ratio of
earnings to
fixed charges. 1.93 1.69 1.73 1.21 3.21 5.10 5.88 (a) 2.28 (b)
====== ==== ==== ==== ====== ======= ===== ===== ===== =====
</TABLE>
(a) Fixed charges exceeded earnings by $430 million for the nine month period
ended March 31, 1999.
(b) Pro Forma fixed charges exceeded pro forma earnings by $124 million for the
nine month period ended March 31, 1999.
(c) The pro forma information illustrates the effect of the disposition of
Tropicana Products Inc., the acquisition of PolyGram N.V. and certain
related transactions.
<PAGE> 1
Exhibit 12(b)
Joseph E. Seagram & Sons, Inc.
and Subsidiary Companies
Computation of Ratio of Exchange to Fixed Charges
(United States dollars in millions, except ratios)
<TABLE>
<CAPTION>
Five-
Month
Transition
Period Fiscal Nine
Fiscal Years Ended Ended Years Ended Months Ended
January 31, June 30, June 30, March 31,
---------------------- -------- ------------- -------------
1994 1995 1996 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Income (loss) from continuing operations, before tax.......... $169 $172 $ 82 $(37) $122 $ 17 41 $ 19
Add (deduct):
Dividends from equity companies............................... 1 1 3 - 1 2 1 $ 1
Fixed charges................................................. 165 183 165 70 172 182 122 $226
Interest capitalized, net of amortization..................... - (1) - - (1) - - -
---- ---- ---- ---- ---- ---- ---- ----
Earnings available for fixed charges.......................... $335 $355 $250 $ 33 $294 $201 $164 $246
---- ---- ---- ---- ---- ---- ---- ----
Fixed charges:
Interest expense.............................................. 146 163 145 65 159 170 113 217
Portion of real expense deemed to represent interest factor... 19 20 20 5 13 12 9 9
---- ---- ---- ---- ---- ---- ---- ----
Fixed charges................................................. 165 183 165 70 172 182 122 226
==== ==== ==== ==== ==== ==== ==== ====
Ratio of earnings to fixed charges............................ 2.03 1.94 1.52 (a) 1.71 1.10 1.34 1.09
==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
- -----------
(a) Fixed charges exceeded earnings by $37 million for the transition period
ended June 30, 1996.
<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 reference to us under the heading "Experts" in
such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
August 31, 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 USD 1,520,000,000 Debt
Securities, Class A Preferred Stock and Warrants, dated August 31, 1999 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.
/s/ KPMG Accountants N.V.
KPMG Accountants N.V.
Amsterdam, The Netherlands
August 31, 1999
<PAGE> 1
EXHIBIT 24(a)
POWER OF ATTORNEY
THE SEAGRAM COMPANY LTD.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, THE SEAGRAM COMPANY
LTD., a Canadian corporation (the "Corporation"), and each of the undersigned
directors and officers of the Corporation, hereby constitute and appoint EDGAR
M. BRONFMAN, CHARLES R. BRONFMAN, EDGAR BRONFMAN, JR., ROBERT W. MATSCHULLAT,
JOHN R. PRESTON, DANIEL R. PALADINO and MICHAEL C.L. HALLOWS, and each of them
severally, his or her true and lawful attorneys and agents, with power to act
with or without the others and with full power of substitution and
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents and each of them may deem necessary
or desirable to enable the Corporation to comply with the United States
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the United States Securities and Exchange Commission (the "Commission")
thereunder in connection with the registration under such Act of securities to
be issued by the Corporation or by any direct or indirect subsidiary of the
Corporation, the obligations of which may be guaranteed by the Corporation, and
registered by one or more Registration Statements to each of which this Power of
Attorney will be an exhibit (the "Registration Statements"), including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of the Corporation and the name of the undersigned,
individually and in his or her capacity as a director or officer of the
Corporation, to the Registration Statements, to any and all amendments,
including post-effective amendments, to the Registration Statements, and to any
and all instruments or documents filed as a part of or in connection with the
Registration Statements and or any such amendments, and to file with the
Commission the Registration Statements, any and all amendments thereto, and any
and all instruments or documents filed as a part of or in connection with the
Registration Statements and or any such amendments; and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents and each of them
shall do or cause to be done by virtue hereof.
This Power of Attorney may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which together shall be
deemed one and the same instrument.
IN WITNESS WHEREOF each of the undersigned has subscribed these presents
this 18th day of August, 1999.
THE SEAGRAM COMPANY LTD.
By: /s/ EDGAR BRONFMAN, JR.
------------------------------------
Edgar Bronfman, Jr.
President and Chief Executive
Officer
/s/ EDGAR M. BRONFMAN
--------------------------------------
Edgar M. Bronfman
/s/ CHARLES R. BRONFMAN
--------------------------------------
Charles R. Bronfman
<PAGE> 2
/s/ EDGAR BRONFMAN, JR.
--------------------------------------
Edgar Bronfman, Jr.
/s/ SAMUEL BRONFMAN II
--------------------------------------
Samuel Bronfman II
/s/ MATTHEW W. BARRETT
--------------------------------------
Matthew W. Barrett
/s/ LAURENT BEAUDOIN
--------------------------------------
Laurent Beaudoin
/s/ COMELIS BOONSTRA
--------------------------------------
Comelis Boonstra
/s/ RICHARD H. BROWN
--------------------------------------
Richard H. Brown
/s/ WILLIAM G. DAVIS
--------------------------------------
William G. Davis
/s/ ANDRE DESMARAIS
--------------------------------------
Andre Desmarais
/s/ BARRY DILLER
--------------------------------------
Barry Diller
/s/ MICHELE J. HOOPER
--------------------------------------
Michele J. Hooper
/s/ DAVID L. JOHNSTON
--------------------------------------
David L. Johnston
/s/ E. LEO KOLBER
--------------------------------------
E. Leo Kolber
<PAGE> 3
/s/ MARIE-JOSEE KRAVIS
--------------------------------------
Marie-Josee Kravis
/s/ ROBERT W. MATSCHULLAT
--------------------------------------
Robert W. Matschullat
/s/ SAMUEL MINZBERG
--------------------------------------
Samuel Minzberg
/s/ JOHN S. WEINBERG
--------------------------------------
John S. Weinberg
<PAGE> 1
EXHIBIT 24(b)
POWER OF ATTORNEY
JOSEPH E. SEAGRAM & SONS, INC.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, JOSEPH E. SEAGRAM &
SONS, INC., an Indiana corporation (the "Corporation"), and each of the
undersigned directors and officers of the Corporation, hereby constitute and
appoint EDGAR M. BRONFMAN, CHARLES R. BRONFMAN, EDGAR BRONFMAN, JR., ROBERT W.
MATSCHULLAT, JOHN R. PRESTON and DANIEL R. PALADINO, and each of them severally,
his or her true and lawful attorneys and agents, with power to act with or
without the others and with full power of substitution and resubstitution, to do
any and all acts and things and to execute any and all instruments which said
attorneys and agents and each of them may deem necessary or desirable to enable
the Corporation to comply with the United States Securities Act of 1933, as
amended, any rules, regulations and requirements of the United States Securities
and Exchange Commission (the "Commission") thereunder in connection with the
registration under such Act of securities to be issued by the Corporation, and
registered by one or more Registration Statements to each of which this Power of
Attorney will be an exhibit (the "Registration Statements"), Including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of the Corporation and the name of the undersigned,
individually and in his or her capacity as a director or officer of the
Corporation, to the Registration Statements, to any and all amendments,
including post-effective amendments, to the Registration Statements, and to any
and all instruments or documents filed as a part of or in connection with the
Registration Statements and or any such amendments, and to file with the
Commission the Registration Statements, any and all amendments thereto, and any
and all instruments or documents filed as a part of or in connection with the
Registration Statements and or any such amendments; and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents and each of them
shall do or cause to be done by virtue hereof.
This Power of Attorney may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which together shall be
deemed to be one and the same instrument.
IN WITNESS WHEREOF each of the undersigned has subscribed these presents
this 18th day of August, 1999.
JOSEPH E. SEAGRAM & SONS, INC.
By: /s/ EDGAR BRONFMAN, JR.
------------------------------------
Edgar Bronfman, Jr.
President and Chief Executive
Officer
/s/ EDGAR M. BRONFMAN
------------------------------------
Edgar M. Bronfman
/s/ CHARLES R. BRONFMAN
------------------------------------
Charles R. Bronfman
<PAGE> 2
/s/ EDGAR BRONFMAN, JR.
----------------------------------
Edgar Bronfman, Jr.
/s/ ROBERT MATSCHULLAT
------------------------------------
Robert W. Matschullat
/s/ DANIEL R. PALADINO
------------------------------------
Daniel R. Paladino
<PAGE> 1
EXHIBIT 25
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
------------------------------
THE BANK OF NEW YORK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW YORK 13-5160382
(STATE OF INCORPORATION (I.R.S. EMPLOYER
IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)
ONE WALL STREET, NEW YORK, N.Y. 10286
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
------------------------------
THE SEAGRAM COMPANY LTD. -
LA COMPAGNIE SEAGRAM LTEE
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CANADA NONE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1430 PEEL STREET
MONTREAL, QUEBEC, CANADA H3A 1S9
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
------------------------------
JOSEPH E. SEAGRAM & SONS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
INDIANA 13-1285240
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
375 PARK AVENUE
NEW YORK, NEW YORK 10152
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
------------------------------
DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
<TABLE>
<CAPTION>
NAME ADDRESS
---- ------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York, N.Y. 10006,
New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to
commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration
Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with
Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 25th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ WALTER N. GITLIN
------------------------------------
Name: WALTER N. GITLIN
Title: VICE PRESIDENT
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 25th day of August, 1999.
THE BANK OF NEW YORK
By: /s/ WALTER N. GITLIN
------------------------------------
Name: WALTER N. GITLIN
Title: VICE PRESIDENT
<PAGE> 5
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
THE BANK OF NEW YORK
OF ONE WALL STREET, NEW YORK, N.Y. 10286
AND FOREIGN AND DOMESTIC SUBSIDIARIES,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR
AMOUNTS
IN THOUSANDS
------------
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........ $ 5,597,807
Interest-bearing balances................................. 4,075,775
Securities:
Held-to-maturity securities............................... 785,167
Available-for-sale securities............................. 4,159,891
Federal funds sold and Securities purchased under agreements
to resell................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned income.................. 38,028,772
LESS: Allowance for loan and lease losses................. 568,617
LESS: Allocated transfer risk reserve..................... 16,352
Loans and leases, net of unearned income, allowance, and
reserve................................................ 37,443,803
Trading Assets.............................................. 1,563,671
Premises and fixed assets (including capitalized leases).... 683,587
Other real estate owned..................................... 10,995
Investments in unconsolidated subsidiaries and associated
companies................................................. 184,661
Customers' liability to this bank on acceptances
outstanding............................................... 812,015
Intangible assets........................................... 1,135,572
Other assets................................................ 5,607,019
-----------
Total assets................................................ $64,536,926
===========
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
DOLLAR
AMOUNTS
IN THOUSANDS
------------
<S> <C>
LIABILITIES
Deposits:
In domestic offices....................................... $26,488,980
Noninterest-bearing....................................... 10,626,811
Interest-bearing.......................................... 15,862,169
In foreign offices, Edge and Agreement subsidiaries, and
IBFs................................................... 20,655,414
Noninterest-bearing....................................... 156,471
Interest-bearing.......................................... 20,498,943
Federal funds purchased and Securities sold under agreements
to repurchase............................................. 3,729,439
Demand notes issued to the U.S. Treasury.................... 257,860
Trading liabilities......................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less............... 496,235
With remaining maturity of more than one year through
three years............................................ 465
With remaining maturity of more than three years.......... 31,080
Bank's liability on acceptances executed and outstanding.... 822,455
Subordinated notes and debentures........................... 1,308,000
Other liabilities........................................... 2,846,649
-----------
Total liabilities........................................... 58,624,027
===========
EQUITY CAPITAL
Common stock................................................ 1,135,284
Surplus..................................................... 815,314
Undivided profits and capital reserves...................... 4,001,767
Net unrealized holding gains (losses) on available-for-sale
securities................................................ (7,956)
Cumulative foreign currency translation adjustments......... (31,510)
-----------
Total equity capital........................................ 5,912,899
-----------
Total liabilities and equity capital........................ $64,536,926
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
<PAGE> 7
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Directors
Thomas A. Reyni
Alan R. Griffith
Gerald L. Hassell
