-----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, D29Yaqyf481sLrVmS2HV36gOQF2B+KMj3aLXBE9ozjh6TSfLgyJVrU4L2QRJ5XIh 24ZCRGPoBAS5mkLnCAC2aA== 0000950123-00-011694.txt : 20001222 0000950123-00-011694.hdr.sgml : 20001222 ACCESSION NUMBER: 0000950123-00-011694 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001221 FILER: 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: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02275 FILM NUMBER: 792997 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 8-K 1 y43777e8-k.txt THE SEAGRAM COMPANY LTD. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 19, 2000 THE SEAGRAM COMPANY LTD. --------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Canada 1-2275 None ---------------------- --------------------- -------- (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1430 Peel Street, Montreal, Quebec, Canada H3A 1S9 ---------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (514) 987-5200 -------------- 2 Item 5. Other Events. On December 19, 2000 Vivendi Universal (the "Company"), the parent company of The Seagram Company Ltd. ("Seagram"), announced that it has entered into an agreement for the sale of Seagram's spirits and wine business to Diageo and Pernod Ricard for $8.150 billion, subject to regulatory approvals. Net proceeds after taxes are expected to be approximately $7.7 billion. This is $1.3 billion over and above the objective the Company had set to wipe out Seagram's net debt of $6.4 billion (as of September 30, 2000), excluding ACES (Adjustable Conversion-rate Equity Security units) of which the dilutive impact had already been taken into account. This agreement follows the completion of the combination of Seagram with Vivendi and CANAL+ which was consummated on December 8, 2000 and created Vivendi Universal. Item 7. Financial Statements and Exhibits. (c) Exhibits (99) Press Release dated December 19, 2000 2 3 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 thereunto duly authorized. THE SEAGRAM COMPANY LTD. (Registrant) Date: December 21, 2000 By:/s/Daniel R. Paladino -------------------------- Daniel R. Paladino Executive Vice President- Legal & Environmental Affairs 3 4 EXHIBIT INDEX Exhibit Number Description of Exhibit - ------ ---------------------- (99) Press Release dated December 19, 2000 4 EX-99 2 y43777ex99.txt PRESS RELEASE 1 [VIVENDI UNIVERSAL LOGO] FOR IMMEDIATE RELEASE Paris, December 19, 2000 SEAGRAM'S SPIRITS AND WINES BUSINESS SOLD TO DIAGEO AND PERNOD RICARD Vivendi Universal has entered into an agreement for the sale of Seagram's spirits and wine business to Diageo and Pernod Ricard for $8.150 billion, subject to regulatory approvals. Net proceeds after taxes are expected to be approximately $7.7 billion. This is $1.3 billion over and above the objective Vivendi Universal had set to wipe out Seagram's net debt of $6.4 billion (as of September 30, 2000), excluding ACES (Adjustable Conversion-rate Equity Security units) of which the dilutive impact had already been taken into account. On a January 1, 2001, pro forma basis, Vivendi Universal will be free of debt in its communications businesses, yet it will have a free cash flow of more than 2 billion euros for the two coming years and the capacity to sell certain assets, such as its stake in BSkyB. Seagram's spirits and wines business generated revenues of $5.1 billion in fiscal 2000. It has global responsibility for all production, brand management and marketing, sales and distribution of Seagram beverage alcohol brands throughout more than 190 countries and territories. The portfolio includes Chivas Regal, Royal Salute and The Glenlivet Scotch Whiskies, Crown Royal and Seagram's V.O. Canadian Whiskies, Captain Morgan Rum, Seagram's 7 Crown American Blended Whiskey, Don Julio Tequila, Martell Cognacs, Seagram's Extra Dry Gin and Sterling Vineyards Wines. The group distributes ABSOLUT VODKA, owned by V&S Vin & Sprit AB, and Mumm and Perrier-Jouet Champagnes in the U.S. and major international markets. Important disclaimer This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: inability to identify, develop and achieve success for new products, services and technologies; increased competition and its effect on pricing, spending, third-party relationships and revenue; inability to establish and maintain relationships with commerce, advertising, marketing, technology, and content providers. Vivendi Universal does not undertake any obligation to provide updates or to revise any forward-looking statements. Investors and security holders are urged to read to read documents filed with the SEC by Vivendi Universal because they contain important information. All these documents may be obtained at www.sec.gov or directly from Vivendi Universal. 5 -----END PRIVACY-ENHANCED MESSAGE-----