-----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, APRGDg1y8I9HFDCnSnwylMATmVeEFPYLBnXKIb+af65DR97JOqxNFrNpW0AJkg7p 1pBZqVgy0ipax8esy8uWdA== 0000950123-01-000143.txt : 20010122 0000950123-01-000143.hdr.sgml : 20010122 ACCESSION NUMBER: 0000950123-01-000143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010108 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010108 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: 1503782 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 y44246e8-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: January 8, 2001 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 January 8, 2001, Joseph E. Seagram & Sons, Inc. announced that it had received the requisite consents to effect proposed amendments to its 8.00% Senior Quarterly Income Debt Securities due 2038 ("QUIDS") and had extended the expiration date for the tender offer for the QUIDS. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits (99) Press Release dated January 8, 2001 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: January 8, 2001 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 January 8, 2001 4 EX-99 2 y44246ex99.txt PRESS RELEASE 1 [SEAGRAM LOGO] NEWS RELEASE ________________________________________________________________________________ FOR IMMEDIATE RELEASE MEDIA RELATIONS: Anita Larsen 212-572-1118 TREASURY CONTACT: John Preston 212-572-7819 INVESTOR RELATIONS (PARIS): Ariane De Lamaze 011-33-1-71-71-10-84 JOSEPH E. SEAGRAM & SONS, INC. RECEIVES REQUISITE CONSENTS IN SOLICITATION FOR ITS 8.00% SENIOR QUARTERLY INCOME DEBT SECURITIES ("QUIDS(SM)") AND EXTENDS RELATED TENDER OFFER NEW YORK, NY -- JANUARY 8, 2001 -- Joseph E. Seagram & Sons, Inc. (JES) today announced that, as of 5:00 p.m., New York City time, on January 5, 2001, it had received the requisite consents to effect proposed amendments to its 8.00% Senior Quarterly Income Debt Securities due 2038 (QUIDS(sm)), which are guaranteed as to payment of principal and interest by The Seagram Company Ltd., and the related indenture. JES indicated that valid tenders and unrevoked consents had been received in respect of approximately 84% of the outstanding QUIDS(sm) as of 5:00 p.m., New York City time, on January 5, 2001. Receipt of the requisite consents permits the adoption of amendments to the QUIDS(sm) and the related indenture. As more fully described in the Offer to Purchase and Consent Solicitation, dated November 30, 2000 pursuant to which the tender offer and consent solicitation is being made, the amendments (a) eliminate substantially all of the covenants in the indenture other than the covenants requiring payment of interest on and principal of the QUIDS(sm) when due and requiring the maintenance of an office for purposes of making payments on the QUIDS(sm), (b) eliminate events of default under the indenture relating to defaults on bankruptcy and insolvency, (c) eliminate the limitations in the indenture on consolidation, merger, conveyance and transfers, (d) modify certain repurchase and defeasance provisions and (e) eliminate the contractual requirement for filing periodic reports with the Securities and Exchange Commission. JES also announced that the QUIDS(sm) have been delisted from the New York Stock Exchange. In order to enable more holders to participate in the tender offer, JES announced that it was extending the expiration date for the tender offer for the QUIDS(sm). The tender offer will now -more- 2 2 expire at 5:00 p.m., New York City time, on January 12, 2001. In accordance with the terms and conditions of the tender offer and the consent solicitation, withdrawal rights and revocation rights expired as of 5:00 p.m., New York City time, on January 5, 2001 and are not being extended. As indicated in the Offer to Purchase, payment for all QUIDS(sm) purchased pursuant to the tender offer is expected to be made five business days after the expiration date as now extended or as soon as practicable thereafter. The dealer managers for the tender offer and consent solicitation are Banc of America Securities LLC and Salomon Smith Barney and the information agent for the tender offer and consent solicitation is ChaseMellon Shareholder Services, L.L.C. Requests for documentation should be directed to ChaseMellon Shareholder Services, L.L.C. at (917) 320-6286 (for bankers or brokers) and (866) 293-6618 (for others). Questions regarding the transaction should be directed to either your Banc of America Securities LLC Sales Representative or Banc of America Securities LLC toll-free at 866-475-9886 or your Salomon Smith Barney Sales Representative or Salomon Smith Barney toll-free at 800-558-3745. This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The tender offer and consent solicitation is being made solely by the Offer to Purchase and the related Letter of Transmittal and Consent. The Seagram Company Ltd., a subsidiary of Vivendi Universal, operates in four global business segments: music, filmed entertainment, recreation and other, and spirits and wine. Vivendi Universal, headquartered in Paris, France, operates a number of leading and increasingly integrated businesses in the telecommunications, multimedia, publishing and distribution, pay television, recreation and Internet industries. By combining an array of popular global and local content with advanced digital distribution technology, e-services and e-commerce, Vivendi Universal provides content to an international customer and subscriber base through a variety of access devices. Vivendi Universal produces, markets and distributes recorded music, motion picture, television and home video products throughout the world in all major genres; operates and has ownership in a number of international cable channels; engages in the licensing of merchandising rights and film property rights; operates theme parks and retail stores; and is also involved in the development of entertainment software. In addition, through its environment division, Vivendi Universal provides world-class water, waste management, transportation and energy services operations. - --------------------- QUIDS is a service mark of Goldman, Sachs & Co. ### -----END PRIVACY-ENHANCED MESSAGE-----