-----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, QhyZpoCeQpZ0oGgxqXguQKrCfn8vFpQgefLReSgImMdGqE/3vggrAOWuDtDDNegc Ka0lhQSm4rOum4S7OQm4hA== 0000950123-98-010488.txt : 19981208 0000950123-98-010488.hdr.sgml : 19981208 ACCESSION NUMBER: 0000950123-98-010488 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLYGRAM N V CENTRAL INDEX KEY: 0000823197 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-54789 FILM NUMBER: 98765105 BUSINESS ADDRESS: STREET 1: GERRIT VAN DER VEENLAAN 4 CITY: 3743 DN BAARN THE NE STATE: P7 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: 0630 FILING VALUES: FORM TYPE: SC 14D1/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 14D1/A 1 AMENDMENT #2 TO SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 (FINAL AMENDMENT) TO SCHEDULE 14D-1 ------------------------ TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ AND STATEMENT ON SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ POLYGRAM N.V. (NAME OF SUBJECT COMPANY) ------------------------ THE SEAGRAM COMPANY LTD.-- LA COMPAGNIE SEAGRAM LTEE. (BIDDER) ------------------------ SHARES, PAR VALUE NLG 0.50 PER SHARE (TITLE OF CLASS OF SECURITIES) ------------------------ XS1139843 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ 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 ON BEHALF OF BIDDER) ------------------------ COPIES TO: GEORGE R. KROUSE, JR., ESQ. JOHN G. FINLEY, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 455-2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 - ---------------------------------- CUSIP NO. XS1139843 - ----------------------------------
- ------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: THE SEAGRAM COMPANY LTD. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS; NONE - ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------- 4 SOURCE OF FUNDS BK,OO - ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [ ] - ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - ------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,130,648 - ------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.5 - ------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------
3 This Amendment No. 2 (Final Amendment) amends and supplements, and constitutes the final amendment to, the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on November 4, 1998 (as amended and supplemented, the "Schedule 14D-1") relating to the offer by The Seagram Company Ltd., a corporation organized under the laws of Canada ("Seagram"), upon the terms and subject to the conditions set forth in the Offering Circular/Prospectus dated November 4, 1998 (the "Offering Circular/Prospectus") and in the related Letter of Transmittal/Election Form or Application Form/Deed of Transfer, as applicable (collectively, as any of the foregoing may be further amended or supplemented from time to time, the "Offer"), to acquire all issued shares, par value NLG 0.50 per share ("PolyGram Shares"), of PolyGram N.V., a corporation incorporated under the laws of the Netherlands ("PolyGram"), not already owned by Seagram or its affiliates for, at the election of each holder of PolyGram Shares, per share consideration of either (i) 1.3772 common shares without nominal or par value of Seagram (the "Share Consideration") or (ii) NLG 115, net to the seller in cash (the "Cash Consideration"); provided, that Share Consideration shall be paid in respect of 34,783,758 PolyGram Shares and Cash Consideration shall be paid in respect of all other tendered PolyGram Shares. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned thereto in the Offering Circular/Prospectus. THE SCHEDULE 14D-1 IS HEREBY AMENDED AND SUPPLEMENTED AS FOLLOWS: The Offer expired at 3:00 p.m., Amsterdam time (9:00 a.m., New York City time), on Friday, December 4, 1998. Seagram has accepted all PolyGram Shares validly tendered and not withdrawn pursuant to the Offer. According to the Exchange Agents, approximately 179,130,648 PolyGram Shares (including approximately 72,950 shares tendered by notices of guaranteed delivery) have been validly tendered and not withdrawn. Such PolyGram Shares represent approximately 99.52 percent of all issued PolyGram Shares. PolyGram shareholders who elected to receive Share Consideration in the Offer will receive a pro rata portion of the approximately 47.9 million Seagram Shares that will be issued in the Offer. As a result of proration, each PolyGram shareholder who elected to receive Seagram Shares will receive Seagram Shares in exchange for approximately 25.73 percent of the PolyGram Shares that were covered by the holder's Share Election and cash for all other Tendered Shares. Payment for PolyGram Shares accepted in the Offer is expected to be made beginning on December 10, 1998. As previously disclosed, Seagram expects to commence the Compulsory Acquisition before the Enterprise Division of the Court of Appeals in Amsterdam as promptly as practicable in order to acquire the remaining PolyGram Shares. Seagram also will be effecting the Reorganization of PolyGram and its subsidiaries, which will include, among other things, the transfer of subsidiaries from PolyGram to affiliates of Seagram for fair market value and the distribution of substantially all the proceeds received from such transfers as a dividend to PolyGram shareholders, consisting of Seagram (or an affiliate) and the remaining PolyGram shareholders. Receipt of the dividend by non-tendering PolyGram shareholders would reduce the amount payable to them in the Compulsory Acquisition. The acceptance by Seagram of all PolyGram Shares validly tendered and not withdrawn pursuant to the Offer was publicly announced in a press release issued by Seagram on December 6, 1998, a copy of which is filed as Exhibit 11(a)(11) hereto and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(11) Press Release dated December 6, 1998. 2 4 SIGNATURE After due 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. THE SEAGRAM COMPANY LTD. By: /s/ ROBERT W. MATSCHULLAT ------------------------------------ Name: Robert W. Matschullat Title: Vice Chairman and Chief Financial Officer Date: December 7, 1998 3 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - --------- ----------- 11(a)(11) Press Release dated December 6, 1998.
EX-99.A.11 2 PRESS RELEASE DATED DECEMBER 6, 1998 1 Exhibit 11(a)(11) News Release MEDIA RELATIONS: Ray Boyce 212/572-7172 INVESTOR RELATIONS: Joseph Fitzgerald 212/572-7282 SEAGRAM ACCEPTS SHARES TENDERED PURSUANT TO OFFER FOR POLYGRAM ____________________________________________ MONTREAL, December 6, 1998 - The Seagram Company Ltd. (NYSE:VO) announced today that its offer for all issued shares of PolyGram N.V. expired, as scheduled, at 3:00 p.m., Amsterdam time (9:00 a.m., New York City time), on Friday, December 4, 1998. Seagram has accepted all shares validly tendered and not withdrawn pursuant to the offer. Seagram stated that according to Citibank, N.A. and MeesPierson N.V., the exchange agents for the offer, approximately 179,130,648 shares (including approximately 72,950 shares tendered by notices of guaranteed delivery) have been validly tendered and not withdrawn pursuant to the offer. Such shares represent approximately 99.52 percent of all issued PolyGram shares. Edgar Bronfman, Jr., president and chief executive officer of Seagram, said, "We have now completed all required steps necessary to close our acquisition of PolyGram. Through the resulting combination of PolyGram with Universal Music to form the Universal Music Group, the transformation of Seagram will be complete. Seagram will now operate two highly-focused businesses of global scope and size -- entertainment and spirits and wine. By acquiring PolyGram, Seagram becomes a global entertainment leader, managing the world's largest music company, with its unequaled roster of music talent and unmatched potential for growth. As we welcome PolyGram's people and all of its exceptional music talent to our family, we envision a dynamic and vibrant future for our global music business, led by the outstanding management team that will be created by the combination of the two organizations." All PolyGram shareholders who elected to receive cash for their PolyGram shares will receive NLG 115 in cash (approximately U.S. $60.81 based on the Noon Buying Rate of the New York Federal Reserve Bank on December 4, 1998). If they so elected, holders of U.S. registered PolyGram shares will receive the U.S. dollar equivalent of NLG 115 on the date Seagram pays its U.S. exchange agent. PolyGram shareholders who elected to receive Seagram common shares in the offer will receive a pro rata portion of the approximately 47.9 million Seagram shares that will be issued in the offer (approximately 12 percent of the outstanding Seagram shares after the transaction) based on an exchange ratio of 1.3772 Seagram shares for each PolyGram share. As a result of proration, each PolyGram shareholder who elected to receive Seagram shares will receive Seagram shares in exchange for approximately 25.73 percent of the PolyGram shares that were covered by the holder's share election and cash for all other tendered shares. Seagram stated that payment for shares accepted in the offer is expected to be made beginning on December 10, 1998. As previously disclosed, Seagram stated that it expects to commence compulsory acquisition proceedings before the Enterprise Division of the Court of Appeals in Amsterdam as promptly as practicable in order to acquire the remaining PolyGram shares. Seagram also will be effecting a corporate reorganization of PolyGram and its subsidiaries, which will include, among other things, the transfer of subsidiaries from PolyGram to affiliates of Seagram for fair market value and the distribution of substantially all the proceeds received from such transfers as a dividend to PolyGram shareholders, consisting of Seagram (or an affiliate) and the remaining PolyGram shareholders. Receipt of the dividend by non-tendering PolyGram shareholders would reduce the amount payable to them in a compulsory acquisition. The Seagram Company Ltd. operates in two global business segments: entertainment; and spirits and wine. the entertainment business segment produces and distributes motion picture, television and home video products, and recorded music; and operates theme parks and retail stores. The spirits and wine business segment is engaged principally in the production and marketing of distilled spirits, wines, coolers, beers and mixers throughout more than 190 countries and territories. Headquartered in Montreal, Seagram employs 25,000 people worldwide. The Company's corporate website is located at www.seagram.com. -----END PRIVACY-ENHANCED MESSAGE-----