UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE SEAGRAM COMPANY LTD.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
811850106
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(CUSIP Number)
Guillaume Hannezo
Chief Financial Officer
Vivendi S.A.
42, avenue de Friedland
75380 Paris Cedex 08
France
33-1-7171-1712
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 19, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 811850106
1. Name of Reporting Person: Vivendi S.A.
I.R.S. Identification Number of
Above Person: Not applicable
2. Check the appropriate Box if a (a) [ ]
Member of a
Group (b) [ ]
3. SEC Use Only
4. Source of Funds: WC
OO
5. Check Box if Disclosure of Legal
Proceedings
is Required Pursuant to [ ]
Item 2(d) or 2(e):
6. Citizenship or Place of France
Organization:
Number of Shares Beneficially Owned by
Reporting Person With:
7. Sole Voting Power: 86,862,212*
8. Shared Voting Power: None
9. Sole Dispositive Power: 86,862,212*
10. Shared Dispositive Power: None
11. Aggregate Amount Beneficially
Owned by Reporting Person: 86,862,212*
12. Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares: [ ]
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* Vivendi S.A. has the right, subject to certain conditions, to purchase up to
86,862,212 shares of Seagram Common Stock (as defined below) upon the exercise
of an option granted to Vivendi S.A. pursuant to an Option Agreement dated as
of June 19, 2000, between Vivendi S.A. and The Seagram Company Ltd. This
option is not currently exercisable, and until the option becomes exercisable
and is exercised, Vivendi S.A. does not have any right to vote (or to direct
the voting of) or dispose (or to direct the disposition of) any shares of
Seagram Common Stock that may be purchased upon exercise of the option.
Accordingly, Vivendi S.A. expressly disclaims beneficial ownership of all
shares of Seagram Common Stock that may be purchased upon exercise of the
option.
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13. Percent of Class Represented by Amount in
Row (11): 19.9%
14. Type of Reporting Person: CO
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the
common stock, no par value ("Seagram Common Stock"), of The Seagram Company
Ltd., a corporation existing under the laws of Canada ("Seagram"). The address
of the principal executive offices of Seagram is 1403 Peel Street, Montreal,
Quebec, Canada H3A 1S9.
Item 2. Identity and Background.
Vivendi S.A. ("Vivendi") is a corporation existing under the laws of
France with its principal office and business at 42, avenue de Friedland,
75380 Paris Cedex 08, France. Vivendi is a company engaged in the
communications and environmental services business.
The attached Schedule I is a list of the directors and executive
officers of Vivendi which contains the following information with respect to
each such person:
(a) name;
(b) business address;
(c) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in
which such employment is conducted; and
(d) citizenship.
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During the last five years, neither Vivendi nor, to the best of
Vivendi's knowledge, any person named in Schedule I (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 19, 2000, as an inducement to Vivendi's entering into the
Merger Agreement made as of June 19, 2000 among Vivendi, Seagram, Canal Plus
S.A. ("Canal"), Sofiee S.A. and 3744531 Canada Inc. (the "Merger Agreement"),
Vivendi entered into an Option Agreement (the "Option Agreement") with Seagram
and a shareholder voting agreement (the "Voting Agreement") with certain
shareholders of Seagram ("the "Shareholders").
Pursuant to the Option Agreement, Seagram granted to Vivendi an
irrevocable option (the "Option") to purchase up to 86,862,212 shares of
Seagram Common Stock (subject to adjustment) at a purchase price per share
equal to $77.35 (subject to adjustment). The Option may only be exercised upon
the happening of certain events, which are outlined in Item 5. The Option is
currently not exercisable.
Pursuant to the Voting Agreement, the Shareholders have agreed that
prior to the earlier of the termination of the Merger Agreement and the
Effective
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Time (as defined in the Merger Agreement) they will, among other things, vote
or cause to be voted approximately 24% of the outstanding shares of Seagram
Common Stock (i) in favor of the proposed transactions contemplated by the
Merger Agreement and (ii) against any action that would impede or discourage
such transactions. In addition, each Shareholder agreed not to sell, transfer,
gift, assign, pledge, hypothecate, encumber or otherwise dispose of, or grant
any proxy or power of attorney with respect to, such shares of Seagram Common
Stock at any time prior to the earlier of the termination of the Merger
Agreement and the Effective Time, subject to limited exceptions.
The descriptions of the Option Agreement and the Voting Agreement
contained herein are qualified in their entirety by reference to the Option
Agreement and the Voting Agreement, which are attached hereto as Exhibits 2
and 3, respectively. For a more detailed description of the Option Agreement,
see Item 5.
Item 4. Purpose of Transaction.
Pursuant to the Merger Agreement and the plan of arrangement
contemplated by the Merger Agreement (the "Plan"), a subsidiary of Vivendi
will acquire control of Seagram (the "Merger"). Upon completion of the Plan,
each issued and outstanding share of Seagram Common Stock not owned or held by
Vivendi will be exchanged for American depositary shares of Vivendi ("Vivendi
ADSs") or, at the option of holders of Seagram Common Stock who are Canadian
residents, exchangeable shares of a Canadian subsidiary of Vivendi (which are
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exchangeable into Vivendi ADSs). As a result of the Merger, Seagram will
become an indirect subsidiary of Vivendi.
The Plan is subject to customary closing conditions, including,
among other things, the approval of shareholders of Vivendi, Canal and Seagram
and certain regulatory approvals. There can be no assurance that the required
approvals will be obtained in a timely fashion, if at all, or, in the case of
regulatory approvals, if obtained, will not contain certain conditions.
In connection with the Plan, it is expected that Seagram Common
Stock will be delisted from the New York Stock Exchange, Inc. and will become
eligible for termination of registration under the Securities Exchange Act of
1934, as amended.
The description of the Merger Agreement contained herein is
qualified in its entirety by reference to such agreement, which is attached
hereto as Exhibit 1.
Item 5. Interest in Securities of the Issuer.
Pursuant to the terms of the Option Agreement, Seagram granted
Vivendi the Option, which provides for the purchase of up to 86,862,212 shares
of Seagram Common Stock (subject to adjustment), representing approximately
19.9% of the shares of Seagram Common Stock, at a purchase price per share
equal to $77.35 (subject to adjustment). The Option may be exercised by
Vivendi at any time after Vivendi becomes unconditionally entitled to receive,
pursuant to the Merger Agreement, the Seagram Fee (as defined in Section
6.3(1) of the Merger Agreement), and the Option is subject to a total proceeds
and notional proceeds limitation of $800 million, less any amount paid by
Seagram as part of
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the Seagram Fee. The Option will terminate upon the earliest of (i) the
effective time of the Merger, (ii) the date on which the Option is exercised
in full and (iii) the date of termination of the Merger Agreement (unless
Vivendi has the potential right to receive the Seagram Fee, in which case the
Option will not terminate until the later of (x) 30 business days following
the date the Seagram Fee becomes unconditionally payable and (y) the
expiration of the period in which Vivendi has the potential right to receive
the Seagram Fee).
The Option is not currently exercisable, and until the Option
becomes exercisable and is exercised, Vivendi does not have any right to vote
(or to direct the vote of) or dispose (or to direct the disposition of) any
shares of Seagram Common Stock that may be purchased upon exercise of the
Option. Accordingly, Vivendi expressly disclaims beneficial ownership of all
such shares.
The description of the Option Agreement herein is qualified in its
entirety by reference to the Option Agreement, which is attached hereto as
Exhibit 2.
Set forth below is information on shares of Seagram Common Stock
beneficially owned by Vivendi's directors and executive officers, including a
description of transactions by any directors and executive officers within 60
days of June 19, 2000:
None.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Koninklijke Philips Electronics N.V. has stated to Vivendi its
intention to support the Merger. Except as described in this Item 6 and in
Items 3, 4 and 5 of this
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Statement, neither Vivendi, nor, to the best knowledge of Vivendi, any person
listed in Schedule I, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of Seagram, including, but not limited to, the transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
1. Merger Agreement dated as of June 19, 2000, among Vivendi,
Seagram, Canal Plus S.A., Sofiee S.A. and 3744531 Canada Inc.
(incorporated by reference to Exhibit 2.1 to Seagram's Form 8-K
filed on June 26, 2000).
2. Option Agreement dated as of June 19, 2000, between Vivendi and
Seagram (incorporated by reference to Exhibit 99.1 to Seagram's
Form 8-K filed on June 26, 2000).
3. Shareholder Voting Agreement dated as of June 19, 2000, among
Vivendi and the shareholders of Seagram party thereto
(incorporated by reference to Exhibit 99.2 to Seagram's Form
8-K filed on June 26, 2000).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: June 28, 2000
Vivendi S.A.
by: /s/ Guillaume Hannezo
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Name: Guillaume Hannezo
Title: Chief Financial Officer
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SCHEDULE I
Name, business address and present
principal occupation or employment of
the directors and executive officers of
Vivendi S.A.
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Principal Occupation or
Name (Citizenship) Office Employment and Address
Bernard Arnault Director Chairman and Chief Executive
(France) Officer of LVMH
30, avenue Hoche
75008 Paris, France
Agnes Audier Vice President, Strategy Vice President, Strategy and
(France) and Business Development Business Development
Vivendi S.A.*
Sylvie d'Arvisenet Ethical Standards Ethical Standards
(France) Vivendi S.A.*
Thierry de Beauce Vice President, Vice President,
(France) International Affairs International Affairs
Vivendi S.A.*
Jean-Louis Beffa Director Chairman and Chief Executive
(France) Officer of Compagnie de
Saint-Gobain
Les Miroirs, 92096 Paris
Cedex
27, France
Daniel Caille Executive Vice President Executive Vice President
(France) Vivendi S.A.*
Jean-Francois Colin Executive Vice President, Executive Vice President,
(France) Human Resources Human Resources
Vivendi S.A.*
Christine Delavennat Vice President, Corporate Vice President, Corporate
(France) Communication Communication
Vivendi S.A.*
Jean-Francois Dubos Company and Board Company and Board Secretary
(France) Secretary Vivendi S.A.*
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Principal Occupation or
Jean-Marc Espalioux Director Chairman of the Executive
(France) Board of Accor
Tour Maine Montparnasse
33, avenue du Maine
75755 Paris Cedex
15, France
Philippe Foriel-Destezet Director President and Directeur
(France) General of AKILA
52, rue de la
Bienfaisance
75008 Paris, France
Jacques Friedmann Director Chairman of the Supervisory
(France) Board of AXA
80, avenue de Breteuil
75007 Paris, France
Philippe Germond Senior Executive Vice Senior Executive Vice
(France) President, Vivendi President,
Environnement Vivendi Environnement
42, avenue de Friedland,
75380
Paris Cedex 08, France
Guillaume Hannezo Chief Financial Officer Chief Financial Officer
(France) Vivendi S.A.*
Esther Koplowitz Director Director of Fomento de
(Spain) Construcciones y Contratas
Torre Picasso
Plaza Pablo Ruiz Picasso
28020 Madrid, Spain
Henri Lachmann Director Chairman and Chief Executive
(France) Officer of Schneider Electric
43-45, boulevard
F. Roosevelt, 92500
Rueil-Malmaison, France
Eric Licoys Director Chairman and Chief Executive
(France) Officer of Havas
31, rue du Colisee
75008 Paris, France
Jean-Marie Messier Chairman and Chief Chairman and Chief Executive
(France) Executive Officer Officer
Vivendi S.A.*
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Principal Occupation or
Thomas Middelhoff Director Chairman of Bertelsmann
(Germany) Carl Bertelsmann Strasse
270-D, 33311 Gutersloh,
Germany
Simon Murray Director Chairman of Simon Murray and
(U.K) Co.
Princes House-2nd Floor
38, Jermyn Street
London SW1Y 6DT
Henri Proglio Senior Executive Vice Senior Executive Vice
(France) President, Vivendi President of
Communications Vivendi Communications
42, avenue de Friedland,
75380
Paris, Cedex 08, France
Serge Tchuruk Director Chief Executive Officer of
(France) Alcatel
54, rue de la Boetie
75008 Paris, France
Rene Thomas Director Honorary Chairman and
(France) Director
of Banque Nationale de Paris
16, boulevard des Italiens
75009 Paris, France
Marc Vienot Director Honorary Chairman and
(France) Director
of Societe Generale
Tour Societe Generale
92972 Paris La Defense
Cedex, France
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* The business address of Vivendi S.A. is 42, avenue de Friedland, 75380
Paris Cedex 08, France.
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