<PAGE> 1
EXHIBIT 99(e)
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, 2000
Commission file number 1-2275
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
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 Retirement Savings and Investment Plan for Union Employees of Joseph E.
Seagram & Sons, Inc. and Affiliates (the "Union 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
Union 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 Union 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 RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
By /s/ John Borgia
----------------------------------
John Borgia
Member of Investment Committee
Date: June 30, 2000
<PAGE> 4
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998
<PAGE> 5
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION
EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits 2-3
Statement of Changes in Net Assets
Available for Benefits 4-5
Notes to Financial Statements 6-9
Supplemental Schedules*
Line 27d Form 5500 - Schedule of Reportable Transactions
Year Ended December 31, 1998 10-11
Line 27a Form 5500 - Schedule of Assets Held for Investment
Purposes December 31, 1998 12
</TABLE>
*Other schedules required by 29CFR 2520.103-10 of the Department of Labor Rules
and Regulations forReporting and Disclosure under Employee Retirement Income
Security Act of 1974 have been omitted because they are not applicable.
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
To the Benefits Committee of the Retirement
Savings and Investment Plan for Union
Employees of Joseph E. Seagram & Sons, Inc.
and Affiliates
We have audited the accompanying statements of net assets available for
benefits of the Retirement Savings and Investment Plan for Union Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (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.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of (1)
assets held for investment purposes and (2) reportable transactions are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Gutierrez & Co.
Flushing, New York
June 20, 2000
<PAGE> 7
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
---------------------------
1999 1998
------------ -----------
<S> <C> <C>
INVESTMENTS ( Note 3 )
Money Market Fund:
Dreyfus Cash Management Plus Fund (cost of $171,799
and $79,797) $ 171,799 $ 79,797
Cash 759
Stable Income Fund:
Dreyfus-Certus Stable Value Fund Series I (cost of $151,712
and $66,477) 151,712 66,477
Cash 934
Bond Fund:
Dreyfus A Bond Plus Fund (cost of $132,735 and $91,206) 125,343 87,771
Cash 1,054
S&P 500 Index Fund:
Dreyfus Institutional S&P 500 Stock Index Fund
(cost of $1,009,833 and $594,304) 1,285,380 716,020
Cash ( 8,327) 4,910
Disciplined Stock Fund:
Dreyfus Disciplined Stock Fund (cost of $461,787 and $319,634) 557,485 360,402
Cash 3,211
Growth Equity Fund:
Warburg Pincus Emerging Growth Fund (cost of $352,856
and $241,756) 447,893 261,494
Cash 2,679
Seagram Stock Fund:
The Seagram Company Ltd. Common Shares
(cost of $301,013 and $152,269) 319,910 173,319
TBC Inc. Pooled Employees Fund (cost of $ 0 and $1,666) 1,666
Cash ( 3,591) 1,757
Loans to Participants 71,751 12,155
------------ -----------
Total Investments $ 3,119,355 $ 1,774,405
------------ -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 8
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<TABLE>
<CAPTION>
December 31,
--------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
RECEIVABLES
Dividends and Interest $ 6 $ 18
Proceeds from Unsettled Sales 11,348
-------------- --------------
Total Receivables 11,354 18
-------------- --------------
TOTAL ASSETS 3,130,709 1,774,423
-------------- --------------
LIABILITIES
Cost of Unsettled Purchases 15,283
-------------- --------------
Total Liabilities 15,283
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 3,130,709 $ 1,759,140
============== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 9
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1999 1998
----------- ------------
<S> <C> <C>
CONTRIBUTIONS
Participating Employees $ 936,148 $ 866,788
----------- ------------
INVESTMENT ACTIVITIES
Investment Income
Money Market Fund 5,955 3,399
Stable Income Fund 5,274 2,816
Bond Fund 6,650 3,540
S&P 500 Index Fund 10,059 9,179
Disciplined Stock Fund 809 1,725
Interest on Loans to Participants 635 178
Seagram Stock Fund 3,249 1,829
----------- ------------
Total Investment Income 32,631 22,666
----------- ------------
Realized Net Gain on Sale of Investments
Money Market Fund 950 18
Bond Fund ( 636) 1,211
Stable Income Fund 486 ( 550)
S & P 500 Index Fund 31,562 5,587
Disciplined Stock Fund 27,671 16,170
Growth Equity Fund 54,948 ( 599)
Seagram Stock Fund 19,686 ( 448)
----------- ------------
Total Realized Net Gain on Sale of
Investments 134,667 21,389
----------- ------------
Unrealized Appreciation (Depreciation) on
Investments
Bond Fund ( 4,136) ( 3,765)
S&P 500 Index Fund 153,830 104,714
Growth Equity Fund 75,299 16,735
Disciplined Stock Fund 54,931 41,496
Seagram Stock Fund 4,205 21,859
----------- ------------
Total Unrealized Appreciation
on Investments 284,129 181,039
----------- ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 10
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(Continued)
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------
1999 1998
-------------- ---------------
<S> <C> <C>
Increase in Plan Equity from Investment
Activities $ 451,427 $ 225,094
-------------- ---------------
PARTICIPANT WITHDRAWALS ( 22,407) ( 5,819)
-------------- ---------------
LOAN BALANCE ADJUSTMENT 6,401
-------------- ---------------
INCREASE IN PLAN EQUITY 1,371,569 1,086 ,063
PLAN EQUITY AT BEGINNING OF YEAR 1,759,140 673,077
-------------- ---------------
PLAN EQUITY AT END OF YEAR $ 3,130,709 $ 1,759,140
============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 11
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of the Retirement Savings and Investment Plan for Union
Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (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
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.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan established as of January 1,
1997 by Joseph E. Seagram & Sons, Inc. (the "Company") and is subject
to the applicable provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
6
<PAGE> 12
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
2. DESCRIPTION OF THE PLAN (Continued)
The Plan covers eligible employees of the Company who are covered by
various collective bargaining agreements between the Company and the
employee representatives, as specified by the Plan.
The Plan provides benefits to participants based upon amounts
voluntarily contributed to a participant's account by the participant
(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
three accounts: pre-tax 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 a Trust Fund held by the Dreyfus
Trust Company, as Trustee. The Plan is administered by the Company
through an Administrative Committee appointed by the Board of Directors
of the Company.
3. INVESTMENT PROGRAM
During the years ended December 31, 1999 and 1998, the Plan was
comprised of seven investment funds: (i) the Money Market Fund
investing in the Dreyfus Cash Management Plus Fund managed by Dreyfus
Corporation; (ii) the Stable Income Fund investing in the
Dreyfus-Certus Stable Value Fund managed by Dreyfus Trust Company;
(iii) the Bond Fund investing in Dreyfus A Bond Plus Fund managed by
Dreyfus Corporation; (iv) the S&P 500 Index Fund investing in Dreyfus
Institutional S & P 500 Stock Index Fund managed by Dreyfus
Corporation; (v) the Disciplined Stock Fund investing in Dreyfus
Disciplined Stock Fund managed by Dreyfus Corporation; (vi) the Growth
Equity Fund investing in Warburg Pincus Emerging Growth Fund managed by
Warburg Pincus Counsellors, Inc.; and (vii) the Seagram Stock Fund
investing primarily in The Seagram Company Ltd. common shares. The
investments are administered by the Benefits Committee appointed by the
Board of Directors of the Company.
4. CONTRIBUTIONS
Eligible employees, as defined, 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 17% (in the
aggregate) of their annual pay, as defined in the Plan, in multiples of
1%, in any combination, provided, the aggregate percentage of the
contributions does not exceed 17% of their annual pay. Pre-tax
Contributions and After-Tax
7
<PAGE> 13
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
4. CONTRIBUTIONS (Continued)
Contributions are subject to limitations imposed by federal laws for
qualified retirement plans.
The Plan does not provide for matching contributions by the Company.
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").
5. VESTING
A participant in the Plan always has a fully vested interest in the
value of his or her Accounts.
6. DISTRIBUTIONS
Upon termination of employment, after attainment of age 60 or for
reason of total and permanent disability or death, the participant or
his or her beneficiary shall receive the entire value of his or her
Accounts.
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 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. The amounts borrowed
are transferred from the investment funds in which the participant's
Accounts are currently invested. On a weekly basis, repayments and
interest thereon are credited to the participant's current investment
funds through payroll deduction. 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 May 20, 1998
that the Plan is qualified under Section 401(a) of the Internal Revenue
Code. 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 income
earned by the Plan. Benefits distributed to participants or to their
beneficiaries maybe 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.
8
<PAGE> 14
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
NOTES TO FINANCIAL STATEMENTS
9. RELATED PARTY TRANSACTIONS
Certain of the expenses of the Plan are paid by the Company, and
personnel and facilities of the Company are used by the Plan at no
charge.
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.
9
<PAGE> 15
SUPPLEMENTAL SCHEDULE
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES
OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
Line 27d Form 5500 - Schedule of Reportable Transactions
Series of Transactions In Excess of Five Percent of the
Current Value of the Plan Assets
Year ended December 31, 1999
<TABLE>
<CAPTION>
Shares/ Number of Cost of Proceeds Cost of Assets
Par Value Security Description Transactions Purchases From Sales Disposed Gain/Loss
--------- -------------------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
107,538.19 Dreyfus Cash Mgmt Plus
Institutional Shares* 57 107,538.19 .00 .00 .00
20,731.78 Dreyfus Cash Mgmt. Plus
Institutional Shares* 13 .00 20,371.78 20,371.78 .00
17,089.79 Dreyfus/Laurel Fds Inc
S&P 500 Stk Index Fd Tr Shs * 75 470,860.92 .00 .00 .00
3,017.97 Dreyfus/Laurel Fds Inc
S&P 500 Stk Index Fd Tr Shs* 17 .00 84,344.07 70,145.88 14,198.19
4,668.25 Dreyfus/Laurel Disc Stk Fd R* 60 168,001.80 .00 .00 .00
1,186.33 Dreyfus/Laurel Disc Stk Fd R* 14 .00 48,058.86 40,956.11 7,102.75
3,753.00 Seagram Ltd Common* 79 187,826.26 .00 .00 .00
1,149.00 Seagram Ltd Common* 23 .00 61,864.26 43,703.36 18,160.90
4,284.37 Warburg Pincus Emerging
Growth Fd 54 132,296.30 .00 .00 .00
1,776.66 Warburg Pincus Emerging
Growth Fd 24 .00 71,068.40 66,339.42 4,728.98
</TABLE>
* Party-in-interest.
10
<PAGE> 16
SUPPLEMENTAL SCHEDULE
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES
OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
Line 27d Form 5500 - Schedule of Reportable Transactions
Series of Transactions In Excess of Five Percent of the
Current Value of the Plan Assets
Year ended December 31, 1999
<TABLE>
<CAPTION>
Shares/ Number of Cost of Proceeds Cost of Assets
Par Value Security Description Transactions Purchases From Sales Disposed Gain/Loss
--------- -------------------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
132.544.95 TBC Inc Pooled Employee
Funds Daily Liquidity Fd 64 132,544.95 .00 .00 .00
134,211.47 TBC Inc Pooled Employee
Funds Daily Liquidity Fd 54 .00 134,211.47 134,211.47 .00
161,904.40 Certus Stable Value
Series `I' Fund 57 161,904.40 .00 .00 .00
81,009.47 Certus Stable Value
Series `I' Fund 18 .00 81,009.47 81,009.47 .00
</TABLE>
* Party-in-interest.
11
<PAGE> 17
SUPPLEMENTAL SCHEDULE
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES
OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
Line 27a Form 5500 - Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
Shares/
Par Value Security Description Cost Price Market
--------- -------------------- ---- ----- ------
<S> <C> <C> <C> <C>
Interest-Bearing Cash Dreyfus Cash Mgmt Plus
---------------------
171,799.4950 Institutional Shares* 171,799.49 1.0000 171,799.49
Corporate Stock Common
----------------------
7,119.0000 Seagram Ltd Common* 312,728.75 44.9375 319,910.06
Participant Loans
-----------------
71,750.5500 Loans to Participants 71,750.55 1.0000 71,750.55
Common Collective Trust
-----------------------
151,711.8640 Certus Stable Value Series "I"
Fund 151,711.87 1.0000 151,711.87
Registered Investment Companies
-------------------------------
9,353.9480 Dreyfus A Bonds Plus, Inc.* 132,734.61 13.4000 125,342.90
41,910.0040 Dreyfus/Laurel Funds Inc.*
S&P 500 Stk Index Fd Tr Shares 1,009,833.42 30.6700 1,285,379.82
13,037.5340 Dreyfus/Laurel Stk Fd R* 461,787.33 42.7600 557,484.95
8,983.0230 Warburg Pincus Emerging
Growth Fd 352,856.21 49.8600 447,893.53
------------ ------------
Total Registered Investment Companies 1,957,211.57 2,416,101.20
------------ ------------
Gand Total 2,665,202.23 3,131,273.17
============ ============
</TABLE>
* Party-in-interest.
12
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
The Seagram Company Ltd.
The Retirement Savings and Investment Plan for Union Employees
of Joseph E. Seagram & Sons, Inc. and Affiliates
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 Retirement Savings and
Investment Plan for Union Employees of Joseph E. Seagram & Sons, Inc. and
Affiliates for the fiscal year ended December 31, 1999.
/S/ Gutierrez & Co.
Flushing, New York
June 30, 2000
