-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BlZBzlfWOBP4tkF6JA3qUYKiY2ZO12XeEvZ/qOpLEmDw5F4is4ETZoW7u1BRFF+4 079YOTwV8fimM+u2EHgjVA== 0000893750-98-000047.txt : 19980210 0000893750-98-000047.hdr.sgml : 19980210 ACCESSION NUMBER: 0000893750-98-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980209 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC/ CENTRAL INDEX KEY: 0001021387 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 133527249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47175 FILM NUMBER: 98526345 BUSINESS ADDRESS: STREET 1: TIME & LIFE BLDG ROCKFELLER CENTER STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: TW INC STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: TW INC DATE OF NAME CHANGE: 19960822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGRAM CO LTD CENTRAL INDEX KEY: 0000088188 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1430 PEEL ST STREET 2: H3A 1S9 CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148495271 MAIL ADDRESS: STREET 1: C/O JOSEPH E SEAGRAM & SONS INC STREET 2: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10 )* Time Warner Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 887315 10 9 (CUSIP Number) Robert W. Matschullat Joseph E. Seagram & Sons, Inc. 375 Park Avenue, New York, New York 10152 (212) 572-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 5, 1998 (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 Rule 13d-1(b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 purpose 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). PAGE 1 OF 13 PAGES SCHEDULE 13D CUSIP No. 887315 10 9 Page 2 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE SEAGRAM COMPANY LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada 7 SOLE VOTING POWER NUMBER OF SHARES 11,763,349 BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 11,763,349 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,763,349 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION Page 3 of 13 Pages The Statement on Schedule 13D, as amended (the "Schedule 13D"), filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended, by The Seagram Company Ltd., a Canadian corporation ("Seagram"), relating to the Common Stock, par value $.01 per share (the "Shares"), of Time Warner Inc., a Delaware corporation (the "Company"), is hereby amended by restating Items 2 and 4 in their entirety as set forth under Items 2 and 4 below and by adding to Items 5, 6 and 7 the information set forth under Items 5, 6 and 7 below: Item 2. Identity and Background. ----------------------- This Schedule 13D is filed by Seagram. The principal executive offices of Seagram are located at 1430 Peel Street, Montreal, Quebec, Canada H3A 1S9. Seagram operates in two global segments: beverages and entertainment. The beverage businesses are engaged principally in the production and marketing of distilled spirits, wines, fruit juices, coolers, beers and mixers throughout more than 150 countries and territories. The entertainment company, Universal Studios, Inc., produces and distributes motion picture, television and home video products; produces and distributes recorded music; and operates theme parks and retail stores. Descendants of the late Samuel Bronfman and trusts established for their benefit (collectively, the "Bronfman Family") beneficially own directly or indirectly approximately 35.4% of the outstanding common shares without nominal or par value of Seagram ("Common Shares"). Of that amount, Bronfman Associates, a partnership of which Edgar M. Bronfman, his children and a trust established for the benefit of Edgar M. Bronfman and his descendants are the sole partners and of which Edgar M. Bronfman is the managing partner, along with a second trust established for the benefit of Edgar M. Bronfman and his descendants, own directly approximately 17.0% of the Common Shares, Page 4 of 13 Pages trusts for the benefit of Charles R. Bronfman and his descendants own directly approximately 14.8% of the Common Shares, trusts for the benefit of the family of the late Minda de Gunzburg and members of her immediate family own directly or indirectly approximately 1.7% of the Common Shares, Phyllis Lambert owns directly or indirectly approximately 0.29% of the Common Shares, a charitable foundation of which Charles R. Bronfman is among the directors owns approximately 0.94% of the Common Shares, another charitable foundation of which Charles R. Bronfman is among the directors owns approximately 0.17% of the Common Shares, a charitable foundation of which Edgar M. Bronfman and Charles R. Bronfman are among the trustees owns approximately 0.07% of the Common Shares, a charitable foundation of which Phyllis Lambert is one of the directors owns less than 0.01% of the Common Shares, and Edgar M. Bronfman, Charles R. Bronfman and their respective spouses and children own directly approximately 0.02% of the Common Shares. In addition, such persons hold currently exercisable options to purchase an additional 0.98% of the Common Shares, calculated pursuant to Rule 13d-3 of the Rules and Regulations under the Exchange Act. Percentages set forth in this Item 2 are based on the number of Common Shares outstanding as of October 31, 1997. Edgar M. Bronfman is Chairman of the Board of Seagram and a director of Seagram. Charles R. Bronfman is Co-Chairman of the Board and Chairman of the Executive Committee of Seagram and a director of Seagram. Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert and the late Minda de Gunzburg are siblings. Pursuant to a voting trust agreement, Charles R. Bronfman serves as voting trustee for Common Shares beneficially owned directly or indirectly by Bronfman Associates, the aforesaid trusts established for the benefit of Edgar M. Bronfman and his descendants, the aforesaid trusts established for the benefit of Charles R. Bronfman and his descendants, the first two of the four aforesaid charitable foundations and Charles R. Bronfman. Pursuant to Page 5 of 13 Pages another voting trust agreement, Edgar M. Bronfman and Charles R. Bronfman are among the voting trustees for Common Shares beneficially owned directly or indirectly by trusts for the benefit of the family of the late Minda de Gunzburg and members of her immediate family. Neither voting trust agreement contains restrictions on the right of the voting trustees to vote the deposited Common Shares. The Bronfman Family may be deemed to be in control of Seagram. Information concerning the foregoing persons and entities, together with information concerning the directors and executive officers of Seagram, is contained in Schedule A attached hereto. During the last five years, neither Seagram, nor to the best knowledge of Seagram, any director or executive officer of Seagram (or any other person or entity set forth in Schedule A) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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 4. Purpose of Transaction. ---------------------- As previously reported in the Schedule 13D, Seagram has been evaluating its options with respect to its remaining investment in the Company, including additional sales of all or a portion of its Shares. The transaction reported herein is consistent with that strategy. Except as set forth above, Seagram has no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Page 6 of 13 Pages Item 5. Interest in Securities of the Issuer. ------------------------------------ On February 5, 1998, Seagram sold 15,000,000 Shares to Goldman, Sachs & Co. for a price of $63.875. As of such date, Seagram ceased to be the beneficial owner of more than 5% of the total number of outstanding Shares and will no longer be required to report on Schedule 13D. As of the date hereof, Seagram beneficially owns an aggregate of 11,763,349 Shares, constituting approximately 2.3% of the total number of Shares stated to be outstanding as of October 31, 1997 in the Company's Form 10-Q for the quarterly period ended September 30, 1997. All of such Shares were acquired by Seagram Inc., a Delaware corporation and an indirect wholly owned subsidiary of Seagram ("Seagram Inc."), and all of such Shares are currently held by Seagram Inc. In addition, GW Capital Management, Inc., a Colorado corporation and an indirect majority owned subsidiary of Power Corporation of Canada, a Canadian corporation of which Andre Desmarais, a director of Seagram, is the President and Co-Chief Executive Officer, has filed a Form 13F with the Securities and Exchange Commission, disclosing investment discretion and voting authority over 110,055 Shares and $4,000,000 face amount of Convertible Senior Notes of the Company as of September 30, 1997. Mr. Desmarais has advised Seagram that while he has not made any investigation of the ownership of Shares by any other entity of which he may be an officer or director or in which Power Corporation of Canada has a direct or indirect interest, he does not know of any such ownership by any other such entity. Page 7 of 13 Pages Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ----------------------------------- In connection with the sale of Shares reported herein, Seagram agreed with Goldman, Sachs & Co. that, without the prior consent of Goldman, Sachs & Co., it will not dispose of any additional Shares for a period of 30 days from February 5, 1998. Item 7. Material to be Filed as Exhibits. -------------------------------- Press Release dated February 5, 1998. 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: February 9, 1998 THE SEAGRAM COMPANY LTD. By: /s/ Daniel R. Paladino ------------------------ Daniel R. Paladino Executive Vice President - Legal and Environmental Affairs Page 8 of 13 Pages SCHEDULE A 1. Set forth below are the name, business address, principal occupation or employment and citizenship of each director and executive officer of Seagram. The name of each person who is a director of Seagram is marked with an asterisk. Unless otherwise indicated, the business address of each person listed below is 375 Park Avenue, New York, New York 10152. Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- EDGAR M. BRONFMAN* Chairman of the Board of Seagram United States THE HON. CHARLES R. Co-Chairman of the Board and Canada BRONFMAN, P.C., C.C.* Chairman of the Executive c/o Claridge Inc. Committee of Seagram 1170 Peel Street 8th Floor Montreal, Quebec Canada H3B 4P2 EDGAR BRONFMAN, JR.* Chief Executive Officer and United States President of Seagram SAMUEL BRONFMAN II* President of Seagram Chateau & United States 2600 Campus Drive Estate Wines Company (a division Suite 160 of a subsidiary of Seagram) San Mateo, CA 94403 MATTHEW W. BARRETT, Chairman and Chief Executive Canada O.C.* Officer of Bank of Montreal (a First Bank Tower financial institution) 68th Floor First Canadian Place 100 King Street West Toronto, Ontario M5X 1A1 LAURENT BEAUDOIN, C.C.* Chairman and Chief Executive Canada 800 Rene-Levesque Blvd. Officer of Bombardier Inc. (a West transportation, aerospace and 30th Floor motorized products company) Montreal, Quebec Canada H3B 1Y8 Page 9 of 13 Pages Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- FRANK J. BIONDI, JR.* Chairman and Chief Executive United States 100 Universal City Plaza Officer of Universal Studios, Universal City, CA 91608 Inc. RICHARD H. BROWN* Chief Executive of Cable and United States 124 Theobolds Road Wireless plc (a provider of London, England international telecommunications WC1X 8RX services) THE HON. WILLIAM G. Counsel to Tory Canada DAVIS, P.C., C.C., Tory DesLauriers & Binnington Q.C.* (attorneys) Suite 3000, Aetna Tower 79 Wellington Street West Toronto, Ontario Canada M5K 1N2 ANDRE DESMARAIS* President and Co-Chief Executive Canada 751 Victoria Square Officer of Power Corporation of Montreal, Quebec Canada (a holding and management Canada H2Y 2J3 company) and Deputy Chairman of Power Financial Corporation MICHELE J. HOOPER* Corporate Vice President, United States 2211 Sanders Road Caremark Northbrook, IL 60062 International Inc. (a health care services provider) DAVID L. JOHNSTON, Professor of Law at McGill Canada C.C.* University (an educational 3690 Peel Street institution) Room 200 Montreal, Quebec Canada H3A 1W9 THE HON. E. LEO KOLBER, Member of The Senate of Canada Canada SENATOR* c/o Claridge Inc. 1170 Peel Street 8th Floor Montreal, Quebec Canada H3B 4P2 MARIE-JOSEE KRAVIS, Senior Fellow of The Hudson Canada and O.C.* Institute Inc. (a non-profit Switzerland 625 Park Avenue economics research institute) New York, NY 10021 Page 10 of 13 Pages Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- ROBERT W. MATSCHULLAT* Vice Chairman and United States Chief Financial Officer of Seagram C. EDWARD MEDLAND* President of Beauwood Canada 121 King Street West Investments Inc. (a private Suite 2525 investment company) Toronto, Ontario Canada M5H 3T9 SAMUEL MINZBERG* President and Chief Executive Canada 1170 Peel Street Officer of Claridge Inc. (a 8th Floor management company) Montreal, Quebec Canada H3B 4P2 JOHN S. WEINBERG* General Partner of Goldman, United States 85 Broad Street Sachs & Co. (investment bankers) New York, NY 10004 JOHN D. BORGIA Executive Vice President, Human United States Resources of Seagram STEVEN J. KALAGHER Executive Vice President of United States Seagram and President and Chief Executive Officer, The Seagram Spirits And Wine Group (a division of a subsidiary of Seagram) ELLEN R. MARRAM Executive Vice President of United States Seagram and President and Chief Executive Officer, Tropicana Beverage Group (a division of a subsidiary of Seagram) DANIEL R. PALADINO Executive Vice President, Legal United States and Environmental Affairs of Seagram Page 11 of 13 Pages Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- GABOR JELLINEK Vice President, Production of Canada 1430 Peel Street Seagram and Executive Vice Montreal, Quebec President, Manufacturing, The Canada H3A 1S9 Seagram Spirits And Wine Group (a division of a subsidiary of Seagram) ARNOLD M. LUDWICK Vice President of Seagram Canada c/o Claridge Inc. 1170 Peel St. 8th Floor Montreal, Quebec Canada H3B 4P2 JOHN R. PRESTON Vice President, Finance of United States Seagram MICHAEL C.L. HALLOWS Secretary of Seagram Canada 2. The trustees of the trusts for the benefit of Edgar M. Bronfman and his descendants are Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman, Harold R. Handler, Mayo O. Shattuck III and John L. Weinberg. The trustees of the trusts for the benefit of Charles R. Bronfman and his descendants are Stephen R. Bronfman, Ellen J. Bronfman Hauptman, Trevor Carmichael, Neville Leroy Smith, Bruce I. Judelson, Gary J. Gartner, Steven H. Levin, Arnold M. Ludwick, Jeffrey D. Scheine and Robert S. Vineberg. The trustees of the trusts for the benefit of the family of the late Minda de Gunzburg are Stanley N. Bergman, Dr. Guido Goldman and Leonard M. Nelson. The directors of the first two charitable foundations referenced in Item 2 include Charles R. Bronfman, Stephen R. Bronfman and Arnold M. Ludwick, the trustees of the third charitable foundation include Edgar M. Bronfman, Charles R. Bronfman, Samuel Bronfman II, Edgar Bronfman, Jr., Robert W. Matschullat and Daniel R. Paladino and the directors of the fourth charitable foundation include Phyllis Lambert, Matthew Bronfman and Stephen R. Bronfman. Set forth below or under Part 1 above are the address, principal occupation or employment and citizenship of each person named in this Part 2. Page 12 of 13 Pages Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- PHYLLIS LAMBERT Architect Canada 1920 Baile Street Montreal, Quebec Canada H3H 2S6 MATTHEW BRONFMAN Chief Executive Officer of United States 30 West 26th Street Perfumes Isabell, L.L.C. (a 2nd Floor perfume company) New York, NY 10010 STEPHEN R. BRONFMAN Private Investor Canada c/o Claridge Inc. 1170 Peel Street 8th Floor Montreal, Quebec Canada H3B 4P2 ELLEN J. BRONFMAN Private Investor Canada HAUPTMAN c/o Withers Solicitors 12 Gough Square London, England EC4A 3DE HAROLD R. HANDLER Attorney whose professional United States 425 Lexington Avenue corporation is of counsel to New York, NY 10017 Simpson Thacher & Bartlett (attorneys) MAYO O. SHATTUCK III President and Chief Operating United States Alex. Brown & Sons Officer of Alex. Brown & Sons Incorporated Incorporated 135 East Baltimore (investment bankers) Street Baltimore, MD 21202 JOHN L. WEINBERG Senior Chairman of Goldman, United States 85 Broad Street Sachs & Co. New York, NY 10004 (investment bankers) ROBERT S. VINEBERG Partner of Goodman Phillips & Canada 1501 McGill College Vineberg (barristers and Avenue solicitors) 26th Floor Montreal, Quebec Canada H3A 3N9 GARY J. GARTNER Resident Counsel of Goodman Canada 430 Park Avenue Phillips & Vineberg (attorneys) 10th Floor New York, NY 10022 STEVEN H. LEVIN Resident Counsel of Goodman United States 430 Park Avenue Phillips & Vineberg (attorneys) 10th Floor New York, NY 10022 JEFFREY D. SCHEINE Resident Counsel of Goodman United States 430 Park Avenue Phillips & Vineberg (attorneys) 10th Floor New York, NY 10022 Page 13 of 13 Pages Name and Principal Occupation Business Address or Employment Citizenship - ---------------- -------------------- ----------- TREVOR CARMICHAEL, Q.C. Barrister, Chancery Chambers Barbados Chancery Chambers, (attorneys) Chancery House High Street Bridgetown, Barbados NEVILLE LEROY SMITH Managing Director of Royal Bank Barbados Sunset Drive of Canada (a financial Pine Gardens Institution) St. Michael, Barbados BRUCE I. JUDELSON Partner of Bergman, Horowitz & United States 157 Church Street Reynolds, P.C. (attorneys) New Haven, CT 06510 STANLEY N. BERGMAN Partner of Bergman, Horowitz & United States 157 Church Street Reynolds, P.C. (attorneys) New Haven, CT 06510 DR. GUIDO GOLDMAN Director of German Studies at United States First Spring the Center for European Studies Corporation at Harvard University and 499 Park Avenue Chairman of First Spring New York, NY 10022 Corporation (an investment company) LEONARD M. NELSON Shareholder of Bernstein, Shur, United States 100 Middle Street Sawyer & Nelson, P.C. Portland, Maine 04104 (attorneys) EX-99 2 Exhibit 99 SEAGRAM NEWS RELEASE - ----------------------------------------------------------------------------- For Release: IMMEDIATELY Contact: Amy Goldberger 212/572-1118 SEAGRAM SELLS 15 MILLION TIME WARNER SHARES ------------------------------------------- MONTREAL, February 5, 1998 - The Seagram Company Ltd. announced today that Seagram has sold to Goldman, Sachs & Co. in a block trade 15 million shares of Time Warner common stock for $64.375 per share less commission. Seagram continues to hold approximately 11.8 million Time Warner shares and has agreed not to sell them for a period of 30 days without Goldman, Sachs & Co.'s consent. Net proceeds after tax will be more than $800 million and will be used for general corporate purposes, including repayment of debt. Edgar Bronfman, Jr., president and chief executive officer of Seagram, stated: "As we have said before, our position in Time Warner is non-strategic. Given the continuing strength of the price of Time Warner stock, we believe this was an appropriate time to reduce further the size of our holdings." The Seagram Company Ltd. operates in two global segments: beverages and entertainment. The beverage businesses are engaged principally in the production and marketing of distilled spirits, wines, fruit juices, coolers, beers and mixers throughout more than 150 countries and territories. The entertainment company, Universal Studios, Inc., produces and distributes motion pictures, television and home video products, and recorded music; and operates theme parks and retail stores. Headquartered in Montreal, Seagram employs 30,000 people worldwide. The Company's corporate website is located at www.seagram.com. -----END PRIVACY-ENHANCED MESSAGE-----