EX-99.E 6 ex99-e.txt FORM 11-K - RETIREMENT SAVINGS & INVESTMENT PLAN 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) 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. 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 4 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES FINANCIAL STATEMENTS DECEMBER 31, 1999 and 1998 5 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES INDEX TO FINANCIAL STATEMENTS
Page ---- 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
*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. 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 7 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, --------------------------- 1999 1998 ------------ ----------- 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 ------------ -----------
The accompanying notes are an integral part of the financial statements. 2 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)
December 31, -------------------------------- 1999 1998 -------------- -------------- 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 ============== =============
The accompanying notes are an integral part of the financial statements. 3 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
Year Ended December 31, --------------------------- 1999 1998 ----------- ------------ 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 ----------- ------------
The accompanying notes are an integral part of the financial statements. 4 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)
Year Ended December 31, -------------------------------- 1999 1998 -------------- --------------- 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 ============== ===============
The accompanying notes are an integral part of the financial statements. 5 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 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 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 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 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
Shares/ Number of Cost of Proceeds Cost of Assets Par Value Security Description Transactions Purchases From Sales Disposed Gain/Loss --------- -------------------- --------- ---------- -------- --------- 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
* Party-in-interest. 10 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
Shares/ Number of Cost of Proceeds Cost of Assets Par Value Security Description Transactions Purchases From Sales Disposed Gain/Loss --------- -------------------- --------- ---------- -------- --------- 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
* Party-in-interest. 11 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
Shares/ Par Value Security Description Cost Price Market --------- -------------------- ---- ----- ------ 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 ============ ============
* Party-in-interest. 12 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