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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 19, 2000
THE SEAGRAM COMPANY LTD.
(Exact Name of Registrant as Specified in Charter)
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CANADA 1-2275 NONE
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
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1430 PEEL STREET, MONTREAL, QUEBEC, CANADA H3A 1S9
(Address of Principal Executive Offices) (Zip Code)
(514) 987-5200
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 20, 2000, The Seagram Company Ltd. ("Seagram"),
Vivendi S.A. ("Vivendi") and Canal Plus S.A., an entity which is approximately
49% owned by Vivendi ("Canal"), announced that they had entered into a Merger
Agreement, dated as of June 19, 2000 (the "Merger Agreement"), which sets forth
the terms and conditions of the proposed strategic business combination among
Seagram, Vivendi and Canal.
Pursuant to the Merger Agreement and related agreements, among
other things (i) Vivendi will merge with and into a wholly owned subsidiary of
Vivendi (the "Subsidiary"), (ii) the Subsidiary will acquire the non-regulated
businesses of Canal, (iii) the French regulated businesses of Canal will be
retained by the existing shareholders of Canal and (iv) the Subsidiary will
acquire the outstanding capital stock of Seagram pursuant to a Plan of
Arrangement (collectively, the "Transactions"). Following completion of the
Transactions, the Subsidiary will be renamed "Vivendi Universal".
Pursuant to the Plan of Arrangement, each Seagram common share
(other than dissenting shares or Electing Shares (as defined below)) will be
exchanged for that number of Vivendi Universal American Depositary Shares
("Vivendi Universal ADSs") equal to U.S. $77.35 divided by the U.S. dollar
equivalent of the average closing prices on the Paris Bourse of the Vivendi
ordinary shares during a measuring period preceding the closing (the "Exchange
Ratio"), provided that the Exchange Ratio will equal 0.8000 if such average is
equal to or less than U.S. $96.6875 and will equal 0.6221 if such average is
equal to or exceeds U.S. $124.3369.
In lieu of receiving Vivendi Universal ADSs, Canadian resident
holders of Seagram common shares may elect to receive for any of their Seagram
shares (the "Electing Shares") exchangeable shares to be issued by a Canadian
subsidiary of Vivendi Universal (the "Exchangeable Shares"). Exchangeable Shares
will be exchangeable at the option of the holder for Vivendi Universal ADSs and
will be substantially the economic equivalent of the Vivendi Universal ADSs.
The Transactions are designed to be treated as a tax-free
exchange for U.S. Seagram shareholders and those Canadian Seagram shareholders
who elect to receive Exchangeable Shares.
Consummation of the Transactions is subject to various
conditions, including the approval of the shareholders of Seagram, Vivendi and
Canal and the receipt of required regulatory and Ontario court approvals. Under
the terms of the Merger Agreement, Vivendi has agreed to vote its Canal shares
in favor of the Transactions. Copies of the Merger Agreement and Plan of
Arrangement are included herein as Exhibits 2.1 and 2.2, respectively, and a
copy of the joint press release of Seagram, Vivendi and Canal with respect to
the Transactions is included herein as Exhibit 99.9.
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Concurrently with the execution of the Merger Agreement,
Seagram and Vivendi entered into an Option Agreement, dated as of June 19, 2000
(the "Option Agreement"), pursuant to which Vivendi has the right, under certain
circumstances, to purchase up to 19.9% of the issued and outstanding common
shares of Seagram, at a price per share equal to U.S. $77.35, subject to certain
limitations. A copy of the Option Agreement is included herein as Exhibit 99.1.
In addition, concurrently with the execution of the Merger
Agreement, Vivendi, Edgar Bronfman, Jr., the Chief Executive Officer of Seagram,
and certain other members of and affiliates of the Bronfman family who own
Seagram common shares, entered into a Shareholder Voting Agreement, dated as of
June 19, 2000 (the "Voting Agreement"), and a Shareholder Governance Agreement,
dated as of June 19, 2000 (the "Governance Agreement"). Pursuant to the Voting
Agreement, such shareholders have agreed, among other things, to vote
approximately 24% of the outstanding common shares of Seagram in favor of the
Transactions. Pursuant to the Governance Agreement, such shareholders and
Vivendi have agreed to certain arrangements relating to such shareholders'
ownership of Vivendi Universal equity following the closing of the Transactions.
Copies of the Voting Agreement and Governance Agreement are included herein as
Exhibits 99.2 and 99.3, respectively.
The Merger Agreement, the Option Agreement, the Voting
Agreement, the Governance Agreement, certain related documents and the joint
press release are incorporated herein by reference into this Item 5, and the
foregoing description of such documents and the transactions contemplated
therein are qualified in their entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
2.1 Merger Agreement dated as of June 19, 2000 among Vivendi S.A.,
Canal Plus S.A., Sofiee S.A., 3744531 Canada Inc. and The
Seagram Company Ltd.
2.2 Form of Plan of Arrangement
99.1 Option Agreement dated as of June 19, 2000 between Vivendi
S.A. and The Seagram Company Ltd.
99.2 Shareholder Voting Agreement dated as of June 19, 2000 between
Vivendi S.A. and certain shareholders of The Seagram Company
Ltd.
99.3 Shareholder Governance Agreement dated as of June 19, 2000
among Vivendi S.A., Sofiee S.A. and certain shareholders of
The Seagram Company Ltd.
99.4 Form of Arrangement Resolution
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99.5 Form of Custody Agreement
99.6 Form of Exchange Trust Agreement
99.7 Form of Support Agreement
99.8 Description of Proposed Vivendi/Canal Transactions
99.9 Joint Press Release dated June 20, 2000, announcing the
execution of the Merger Agreement and related transactions
among Vivendi S.A., Canal Plus S.A. and The Seagram Company
Ltd. (incorporated by reference from the press release
contained in the Report on Form 425 filed by The Seagram
Company Ltd. with the Securities and Exchange Commission on
June 21, 2000)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
June 26, 2000
THE SEAGRAM COMPANY LTD.
By: /s/ Daniel R. Paladino
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Daniel R. Paladino
Executive Vice President
Legal and Environmental Affairs
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EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Merger Agreement dated as of June 19, 2000 among Vivendi S.A.,
Canal Plus S.A., Sofiee S.A., 3744531 Canada Inc. and The Seagram
Company Ltd.
2.2 Form of Plan of Arrangement
99.1 Option Agreement dated as of June 19, 2000 between Vivendi S.A.
and The Seagram Company Ltd.
99.2 Shareholder Voting Agreement dated as of June 19, 2000 between
Vivendi S.A. and certain shareholders of The Seagram Company Ltd.
99.3 Shareholder Governance Agreement dated as of June 19, 2000 among
Vivendi S.A., Sofiee S.A. and certain shareholders of The Seagram
Company Ltd.
99.4 Form of Arrangement Resolution
99.5 Form of Custody Agreement
99.6 Form of Exchange Trust Agreement
99.7 Form of Support Agreement
99.8 Description of Proposed Vivendi/Canal Transactions
99.9 Joint Press Release dated June 20, 2000, announcing the execution
of the Merger Agreement and related transactions among Vivendi
S.A., Canal Plus S.A. and The Seagram Company Ltd. (incorporated
by reference from the press release contained in the Report on
Form 425 filed by The Seagram Company Ltd. with the Securities
and Exchange Commission on June 21, 2000)
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