<PAGE> 1
EXHIBIT 99(b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 1-2275
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
THE SEAGRAM COMPANY LTD.
1430 Peel Street
Montreal, Quebec, Canada, H3A 1S9
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE> 2
2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4 The Seagram 401(k) Plan - UNI Employees (the "UNI Plan") is subject to the
requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Attached hereto are the financial statements of the UNI
Plan for the fiscal year ended December 31, 1999 prepared in accordance
with the financial reporting requirements of ERISA.
EXHIBITS
1. Financial statements of the UNI Plan for the fiscal year ended December 31,
1999 prepared in accordance with the financial reporting requirements of
ERISA.
2. Consent of Gutierrez & Co., independent accountants.
<PAGE> 3
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
By /s/ John Borgia
--------------------------------------
John Borgia
Member of Investment Committee
Date: June 30, 2000
<PAGE> 4
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
<PAGE> 5
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4-12
</TABLE>
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of
The Seagram 401(k) Plan - UNI Employees
We have audited the accompanying statements of net assets available for
benefits of The Seagram 401(k) Plan - UNI Employees (the "Plan") as of December
31, 1999 and 1998, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan at December 31, 1999 and 1998, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
/s/ Gutierrez & Co.
Flushing, New York
June 20, 2000
<PAGE> 7
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
-------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Net assets held in trust by Bank of New York ( Note 11 ) $ 1,166,973 $ 1,044,050
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,166,973 $ 1,044,050
============== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 8
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
CONTRIBUTIONS
Participating Employees $ 123,710 $ 188,588
Participating Companies 51,034 53,200
------------ ------------
174,744 241,788
------------ ------------
INVESTMENT INCOME ON ASSETS HELD BY
BANK OF NEW YORK
Net appreciation in fair value of investments 132,648 168,173
Dividends and interest 13,833 20,805
PARTICIPANT WITHDRAWALS ( 198302) ( 307,555)
------------ ------------
INCREASE IN PLAN EQUITY
122,923 123,211
PLAN EQUITY AT BEGINNING OF YEAR 1,044,050 920,839
------------ ------------
PLAN EQUITY AT END OF YEAR $ 1,166,973 $ 1,044,050
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 9
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of The Seagram 401 (k) Plan - UNI Employees (the "Plan")
conform with generally accepted accounting principles. The more
significant accounting policies are:
Basis of Accounting
The accompanying financial statements of the Plan are maintained on
the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to
make estimates and assumptions that affect certain reported amounts
and disclosures. Accordingly, actual results may differ from those
estimates.
Investment Valuation
The assets are held in trust by Bank of New York (Trustee) in the
Joseph E. Seagram & Sons, Inc. Master Trust (Master Trust), which
also includes assets of the 401(k) plans of the company's affiliates,
Universal Studios, Inc. and Spencer Gifts, Inc. Effective July 1,
1999, the assets of the PolyGram Holding, Inc. Deferred Savings and
Investment Plan for Employees were added to the Master Trust. The
related investment income and appreciation in fair value represents
allocations to the Plan based upon the ratio of the Plan's assets to
total Master Trust Assets.
Investment securities are recorded and valued as follows:
United States government obligations at fair value based on the
current market yields; temporary investments in short-term investment
funds at cost which in the normal course approximates market value;
securities representing units of other funds at net asset value; The
Seagram Company Ltd. common shares at the closing price reported on
the composite tape of the New York Stock Exchange on the valuation
date.
Security Transactions
Security transactions are accounted for on a trade date basis with
the average cost basis used for determining the cost of investments
sold. Interest income is recorded on an accrual basis. Income on
securities purchased under agreements to resell is accounted for at
the repurchase rate. Changes in discount on coupons detached from
United States Treasury Bonds are reflected as unrealized
appreciation.
4
<PAGE> 10
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan originally established as the
UNI Distribution Corp. Employees Savings Plan ("UNI Plan") and is
subject to the applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
Effective January 1, 1997, the UNI Plan was amended and continued in
the form of the Retirement Savings and Investment Plan for Employees
of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Seagram
Plan"). The name of the UNI Plan was changed to the Retirement
Savings and Investment Plan for Employees of Joseph E. Seagram &
Sons, Inc. and Affiliates - UNI Employees (the "Plan"). Effective
January 1, 1999, the name of the Retirement Savings and Investment
Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates -
UNI Employees was changed to The Seagram 401(k) Plan - UNI Employees.
To simplify plan administration, the Plan was amended in the form of
the Seagram Plan, including certain modifications to the terms, to
accomodate the benefits provisions solely applicable to eligible
employees of UMG Manufacturing and Logistics, Inc. ("UNI").
Notwithstanding the adoption of the form of the Seagram Plan, the
Plan has continued its existence as a separate plan. Plan assets are
solely available for the benefit of and used to satisfy the
liabilities incurred on behalf of employees of the Plan.
The Plan covers certain employees of UNI and certain of its United
States subsidiaries (collectively, the "Participating Companies"),
excluding persons who are members of a labor union, guild or other
collective bargaining unit unless the employee is salaried and paid
in whole or in part by UNI. In addition, interns must complete one
year of service before they are eligible to participate in the Plan.
The Plan provides benefits to participants based upon amounts
voluntarily contributed to a participant's account by the participant
and amounts contributed under certain circumstances, by the
Participating Companies (see Note 4). Under the Plan, a participant
is not provided with any fixed benefit. The ultimate benefit to be
received by the participant depends on the amounts contributed, the
investment results and other adjustments, and the participant's
vested interest at termination of employment (see Note 5).
With respect to each participant, contributions are allocated among
four accounts specified in the Plan: pre-tax account, company match
account, after-tax account and rollover account (the "Accounts").
Such contributions are invested as designated by the participants in
one or more of the investment funds referred to in Note 3, and are
accumulated and invested in the Master Trust. Plan assets are solely
available for the benefit of and used to satisfy the liabilities
incurred on behalf of employees covered by the Plan. The Plan is
administered by the Joseph E. Seagram & Sons, Inc. (the "Company")
through an Administrative Committee appointed by the Board of
Directors of the Company.
5
<PAGE> 11
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENT PROGRAM
During the year ended December 31, 1999, the Plan was comprised of
nine investment funds: (i) the Money Market Fund investing primarily
in the State Street Yield Enhanced STIF Fund managed by State Street
Bank and Trust Company; (ii) the Stable Income Fund investing in the
La Salle Income Plus Fund managed by LaSalle National Trust, N.A.;
(iii) the Bond Fund investing in PIMCO Total Return Fund, Class A
Shares (which replaced the Putnam Income Fund, Class A Shares on June
1, 1998) managed by PIMCO; (iv) the S&P 500 Index Fund investing in
the S&P 500 Flagship Fund, Series C, managed by State Street Bank and
Trust Company; (v) the Managed Equity Fund investing in Lazard Equity
Portfolio managed by Lazard Freres Asset Management; (vi) the Growth
Equity Fund investing in Brandywine Fund, Inc. managed by Freiss
Associates (up to February 1, 1999); on December 1, 1999, the Growth
Equity Fund was reestablished investing in Vanguard Institutional
Index Fund managed by Vanguard; (vii) the Seagram Stock Fund
investing primarily in The Seagram Company Ltd. common shares;
:(viii) the Dreyfus Small Company Value Fund investing in the Dreyfus
Small Company Value Fund managed by Dreyfus and (ix) the MSDW
International Equity Fund investing in MSDW International Equity Fund
managed by Morgan Stanley. The investments are administered by the
Investment Committee appointed by the Board of Directors of the
Company.
4. CONTRIBUTIONS
Non-highly compensated employees, as defined by the Plan , may elect
to contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax
Contributions) and/or to their after-tax accounts on an after-tax
basis ("After-Tax Contributions") through payroll deductions of 1% to
14% (in the aggregate) (up to 17% effective January 1,1999) of their
annual salary (as defined in the Plan), in multiples of 1%, in any
combination. Highly-compensated employees, as defined, may elect to
contribute from 1% to 10% of their annual salary on a pre-tax basis
and from 1% to 10% of their annual salary on an after-tax basis;
provided, the aggregate percentage of the contributions does not
exceed 10% (effective January 1, 1999, the aggregate precentage of
pre-tax and after-tax contribution is 17% with a 10% limit of their
pre-tax account) of their annual salary. Pre-tax Contributions and
After-Tax Contributions are subject to limitations imposed by federal
laws for qualified retirement plans.
The Plan provides for mandatory matching contributions by the
Participating Companies payable to the participants' company match
accounts. The Participating Companies, except as herein noted,
contribute on behalf of the participants 40% of the
participants'contributions not exceeding 5% of their salary.
Effective January 1, 1999, the Participating Companies matching
contribution was increased to 60% of the first 6% of the
Participants' Pre-Tax and After-Tax Contributions. The Participating
Companies matching contributions are subject to limitations imposed
by federal laws for qualified retirement plans.
6
<PAGE> 12
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
4. CONTRIBUTIONS (Continued)
The Plan will accept into participants' rollover Accounts cash
received by participants from a qualified plan within the time
prescribed by applicable law ("Rollover Contributions").
The Participating Companies may make discretionary contributions in
an amount to be determined by the Participating Companies. The
Participating Companies have not made discretionary contributions
since the inception of the Plan.
5. VESTING
A participant in the Plan always has a fully vested interest in the
value of his or her contributions and rollover accounts. He or she
has a non-forfeitable right to the value of his or her company match
account upon the attainment of age 60, disability (as defined in the
Plan ) or death. Upon termination of employment for any other reason,
a participant vests in the funds held in his or her company match
account in accordance with the following vesting schedule:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
Less than 1 0%
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
5 or more 100%
</TABLE>
Upon termination of employment for reasons other than the attainment
of age 60, disability or death of a participant who was not fully
vested in his or her company match account, the nonvested portion of
the participant's company match account shall be forfeited. Any
amount forfeited shall be applied to reduce the Participating
Companies' contributions. Any amount forfeited shall be restored if
the participant is re-employed by a Participating Company before
incurring a five year break in service and if the participant repays
to the Plan (within five years after his or her reemployment
commencement date) an amount in cash equal to the full amount
distributed to him or her from the Plan on account of termination of
employment, excluding amounts from the after-tax and rollover
accounts at the participant's election.
The nonvested interest of terminated participants serves to reduce
Participating Company contributions in the accordance with the terms
of the Plan. The Participating Companies used $2,508 in forfeitures
to offset their contributions during the year ended December 31,
1999.
7
<PAGE> 13
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
6. DISTRIBUTIONS
Upon termination of employment, after the attainment of age 60 or for
reason of disability or death, the participant or his or her
beneficiary shall receive the value of his or her Accounts. However,
if the termination of employment is for reasons other than the
attainment of age 60, disability or death, the participant shall
receive only the value of the vested funds in his or her Accounts
(See Note 5). Benefits are recorded when paid.
In accordance with the procedures established by the Administrative
Committee and the terms of the Plan, a terminated employee may elect
to defer final distribution from the Plan. Upon such election, the
amount in the participant's vested interest in the Plan is entitled
to continue to receive investment income and is held by the Trustee
until the date of distribution as elected by the participant.
Prior to termination of employment, the participant may withdraw
amounts from the participant's Accounts in accordance with the
provisions of the Plan.
7. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50%
of the value of the vested portion of the participant's Accounts. The
minimum loan amount is $1,000. The maximum repayment terms are 5
years for general purpose loans and 25 years for principal residence
loans. Applications for loans must be approved by the Administrative
Committee. The amounts borrowed are transferred from the investment
funds in which the participant's Accounts are currently invested.
Repayments and interest thereon are credited to the participant's
current investment funds through payroll deductions made each pay
period. The interest rate for loans is based on the prime rate on the
first business day of the month in which the loan is made plus one
percentage point.
8. TAX STATUS OF PLAN
The Internal Revenue Service has ruled by a letter dated April 20,
2000 that the Plan is qualified under Section 401(a) of the Internal
Revenue Code, as amended. So long as the Plan continues to be so
qualified, it is not subject to Federal income taxes.
Participants are not currently subject to income tax on the
Participating Companies' contributions to the Plan or on income
earned by the Plan. Benefits distributed to participants or to their
beneficiaries may be taxable to them. The tax treatment of the value
of such benefits depends on the event giving rise to the distribution
and the method of distribution selected.
9. RELATED PARTY TRANSACTIONS
Some of the Plan expenses including trustee, custodial, and certain
recordkeeping fees, are paid by the Company, and personnel and
facilities of the Company are used by the Plan at no charge.
8
<PAGE> 14
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
10. TERMINATION OF THE PLAN
The Board of Directors of the Company may terminate the Plan at any
time. In the case of termination, the rights of participants to their
accounts shall be vested as of the date of termination.
11. ASSETS HELD IN TRUST
The assets of the Plan are invested in the Master Trust held by the
Trustee where the assets of other related employee benefit plans of
affiliates are invested on a commingled basis.
The Master Trust net assets consist of the following classification
of assets and liabilities as of December 31, 1999 and 1998.
<TABLE>
<CAPTION>
1999 1998
------------------- -----------------
Assets
<S> <C> <C>
Investments held in trust at fair valued determined by
quoted market prices:
Money Market Fund
State Street Yield Enhanced STIF Fund $ 57,250,843 $ 27,162,114
Stable Income Fund
The LaSalle Income Plus Fund 54,177,363 14,338,837
Bond Fund
PIMCO Total Return Fund, Class A Shares 108,694,075 31,114,802
S&P 500 Index Fund
State Street S&P 500 Flagship Fund Series C 257,741,161 129,652,061
Managed Equity Fund
Lazard Equity Portfolio Fund 69,428,179 29,014,228
Growth Equity Fund
Vanguard Institutional Index Fund 10,005,713
Cash 195,458
Brandywine Fund Inc. Common Shares 25,271,841
Seagram Stock Fund
The Seagram Company Ltd. Common Shares 31,925,545 15,666,526
Collective Short Term Investment Fund 847,036 468,709
The Coca-Cola Company Stock Fund
The Coca-Cola Company Common Stock 3,214,351 3,941,074
Collective Short Term Investment Fund 77,420 97,496
</TABLE>
9
<PAGE> 15
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
11. ASSETS HELD IN TRUST ( Continued )
<TABLE>
<CAPTION>
1999 1998
--------------- ------------------
<S> <C> <C>
Dreyfus Small Company Value Fund
Dreyfus Small Company Value Fund $ 15,733,411 $ 2,314,513
MSDW International Equity Fund
MSDW International Equity Fund 13,493,724 1,912,494
Dreyfus GIC Fund
GICs and GACS 13,110,054
Collective Short Term Investment Fund 198,267
Loans to Participants 9,614,355 7,253,248
--------------- ------------------
Total Investments 645,706,955 288,207,943
--------------- ------------------
Receivables
Accrued interest and dividends 5,226,406 187,437
Contributions receivable 2,068 640,375
Proceeds from securities sold 1,925,793 2,907,827
--------------- ------------------
Total Receivables 7,154,267 3,735,639
--------------- ------------------
Total assets 652,861,222 291,943,582
--------------- ------------------
Liabilities
Accounts payable for securities purchased 6,551,837 3,537,298
Administrative expenses 13,989 3,460
Other payables 49,311
Benefit payments 1,944 -
--------------- ------------------
Total liabilities 6,617,081 3,540,758
--------------- ------------------
Net Assets $646,244,141 $288,402,824
=============== ==================
</TABLE>
As of December 31, 1999 and 1998, the equitable share of the Plan in
the Master Trust is 00.18% and 00.36% respectively.
10
<PAGE> 16
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
11. ASSETS HELD IN TRUST ( Continued )
As of December 31, 1999 and 1998, the net assets of the Master Trust
available to the Plan for benefits in the individual investment funds
were as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Money Market Fund $ 195,247 $ 161,251
Stable Income Fund 27,777 34,578
Bond Fund 105,501 119,944
S & P 500 Index Fund 688,171 571,232
Managed Equity Fund 55,018 46,198
Growth Equity Fund 12,855 54,558
Seagram Stock Fund 47,967 27,598
Dreyfus Small Company Value Fund 11,684 4,878
MSDW International Equity Fund 7,172 2,212
Loan accounts 15,401 21,601
---------- ----------
Total $1,166,973 $1,044,050
========== ==========
</TABLE>
12. INVESTMENT INCOME FROM MASTER TRUST
The appreciation in fair value and other income is as follows:
Investments held in trust at fair value determined by quoted market
prices:
<TABLE>
<CAPTION>
December 31,
1999 1998
---------- ----------
<S> <C> <C>
Bond Fund $ (174) $ 449
S & P Index Fund 120,226 156,827
Managed Equity Fund 2,114 4,688
Growth Equity Fund 3,869 1,134
Seagram Stock Fund 4,818 3,493
Dreyfus Small Company Value Fund 1,096 765
MSDW International Equity Fund 705 817
--------- ---------
Investment gains (net of investment losses) 132,648 168,173
Interest and dividends 13,833 20,805
--------- ---------
Investment Income $ 146,487 $ 188,978
========= =========
</TABLE>
11
<PAGE> 17
THE SEAGRAM 401(k) PLAN - UNI EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
13. Special Vesting Provisions for Certain UNI/Pinckneyville Employees
On May 22, 1999, certain UNI/Pinckneyville Employees became 100%
vested in their Participant's Matching Contributions Account, Frozen
Matching Contributions Account and Universal Profit Sharing Account
provided they meet all of the specified requirements.
12
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
The Seagram Company Ltd.
The Seagram 401(k) Plan - UNI Employees
We hereby consent to the incorporation by reference in Registration
Statement No. 333-19059 on Form S-8 of our Report dated June 20, 2000 which
appears in your Annual Report on Form 11-K of The Seagram 401(k) Plan - UNI
Employees for the fiscal year ended December 31, 1999.
/s/ Gutierrez & Co.
Flushing, New York
June 30, 2000
