-----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, BY2a7UYIaJa5jz8X61dTw0fDXM0WHgdMfe4PGcn4XU/hhdthbjnyYV8PIf5Gft0J qn1k8KayjR4LnnF0T3pyVA== 0000950123-99-003498.txt : 19990421 0000950123-99-003498.hdr.sgml : 19990421 ACCESSION NUMBER: 0000950123-99-003498 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990409 ITEM INFORMATION: FILED AS OF DATE: 19990420 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: 99597519 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 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: April 9, 1999 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) 849-5271 -------------- 2 Item 7. Financial Statements and Exhibits. (c) Exhibits The exhibits listed in the accompanying Exhibit Index relate to Registration Statement (No. 333-62921) on Form S-3 of the registrant and Joseph E. Seagram & Sons, Inc. and are filed herewith for incorporation by reference in such Registration Statement. 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: April 20, 1999 By: /s/ Daniel R. Paladino ------------------------------------- Daniel R. Paladino Executive Vice President -- Legal and Environmental Affairs 3 4 EXHIBIT INDEX Exhibit Number Description of Exhibit ------ ---------------------- (99.1) Pricing Agreement dated April 9, 1999 among Joseph E. Seagram & Sons, Inc. and Morgan Stanley & Co. Incorporated. (99.2) Form of 5.79% Senior Note due 2001. 4 EX-99.1 2 PRICING AGREEMENT 1 EXHIBIT 99.1 Pricing Agreement MORGAN STANLEY & CO. INCORPORATED 1585 Broadway New York, New York 10036 April 9, 1999 Ladies and Gentlemen: JOSEPH E. SEAGRAM & SONS, INC., an Indiana corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms and Conditions attached hereto, to issue and sell to you (the "Underwriter") the securities specified in Schedule I hereto (the "Designated Securities"). The Designated Securities will be guaranteed (the "Guarantees") as to payment of principal and interest, if any, by THE SEAGRAM COMPANY LTD., a Canadian corporation (the "Guarantor"). Each of the provisions of the Underwriting Agreement General Terms and Conditions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement General Terms and Conditions so incorporated by reference shall be deemed to refer to you. Terms defined in the Underwriting Agreement General Terms and Conditions are used herein as therein defined. Subject to the terms and conditions set forth herein and in the Underwriting Agreement General Terms and Conditions incorporated herein by reference, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the time and place and at the purchase price to the Underwriter set forth in Schedule I hereto, all of the Designated Securities set forth in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in such Schedule I. This Agreement may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement General Terms and Conditions incorporated herein by reference, shall constitute a binding agreement between the Underwriter and the Company. Very truly yours, JOSEPH E. SEAGRAM & SONS, INC. By: /s/ John R. Preston ----------------------------------- Name: John R. Preston Title: Vice President and Treasurer Accepted as of the date hereof: MORGAN STANLEY & CO. INCORPORATED By: /s/ Gerard Pasciucco ------------------------- Name: Gerard Pasciucco Title: Managing Director 5 2 SCHEDULE I Title of Designated Securities: 5.79% Senior Notes due 2001 Aggregate Principal Amount of Designated Securities: $250,000,000 Form and Denominations: Global Securities registered in the name of The Depository Trust Company or its nominee. Price to Public: The Notes will be offered at the market. Purchase Price by Underwriter: 99.80% of the principal amount of the Notes, plus accrued interest from April 14, 1999, if any. Specified Method and Funds for Payment of Purchase Price: By wire transfer in immediately available funds. Indenture: Indenture, dated as of September 15, 1991, among the Company, the Guarantor and The Bank of New York, as Trustee. Time of Delivery: 9:30 a.m., New York City time, on April 14, 1999. Closing Location: Sullivan & Cromwell, 375 Park Avenue, New York, New York 10152-0800. Address of Underwriter for Notices, etc.: 1585 Broadway New York, New York 10036 Depositary: The Depository Trust Company Securities Exchange: None. 6 3 Delayed Delivery: None Maturity: April 15, 2001 Interest Rate: 5.79% Interest Payment Dates: April 15 and October 15 Redemption Provisions: The Notes will not be redeemable prior to maturity. Sinking Fund Provisions: No sinking fund provisions Guarantees: The Designated Securities shall be guaranteed as to payment of principal and interest by The Seagram Company Ltd. Defeasance: The provisions of Section 1008 of the Indenture relating to defeasance shall apply to the Designated Securities. Other Terms: The provisions of Section 1006 of the Indenture relating to the negative pledge shall apply to the Designated Securities. 7 EX-99.2 3 FORM OF 5.79% SENIOR NOTE DUE 2001 1 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company (as defined herein) or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED REGISTERED NUMBER R-1 JOSEPH E. SEAGRAM & SONS, INC. 5.79% SENIOR NOTE DUE 2001 GUARANTEED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY THE SEAGRAM COMPANY LTD. JOSEPH E. SEAGRAM & SONS, INC., a corporation duly CUSIP 811845AY2 organized and existing under the laws of Indiana (herein SEE REVERSE FOR CERTAIN DEFINITIONS called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to 5.79% CEDE & CO. 5.79% DUE 2001 DUE 2001 , or registered assigns, the principal sum of on April 15, 2001, and to pay interest thereon from April 14, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 15 and October 15 of each year, commencing October 15, 1999, at the rate of 5.79% per annum until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 1 or October 1 preceding such Interest Payment Date or, in the event that such date is not a Business Day, the next succeeding day which is a Business Day. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such Defaulted Interest, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company interest may be paid by check drawn on a bank in the Borough of Manhattan, The City of New York, New York, mailed to the address of the person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, neither this Note nor the Guarantee endorsed hereon shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this Note to be duly executed under its corporate seal. Dated: April 14, 1999 JOSEPH E. SEAGRAM & SONS, INC. TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated in, and issued under, the Indenture described herein. THE BANK OF NEW YORK, as Trustee Attest: By ---------------------------------- ---------------------------------- Assistant Secretary ---------------------------------- Authorized Signatory ---------------------------------- Vice President and Treasurer 2 JOSEPH E. SEAGRAM & SONS, INC. 5.79% SENIOR NOTE DUE 2001 GUARANTEED AS TO PAYMENT OF PRINCIPAL AND INTEREST BY THE SEAGRAM COMPANY LTD. This Note is one of a duly authorized issue of Notes of the Company designated as its 5.79% Senior Notes due 2001(herein called the "Notes") limited (except as provided in the Indenture) in aggregate principal amount to $200,000,000 issued and to be issued under an Indenture, dated as of September 15, 1991 (herein called the "Indenture"), among the Company, as issuer, The Seagram Company Ltd., as guarantor (herein called the "Guarantor"), and The Bank of New York, as trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is a global Security within the meaning of the Indenture and is registered in the name of a Depositary or a nominee of a Depositary. This global Security is exchangeable for Notes registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture and as may be set forth on the face hereof, and no transfer of this Note (other than a transfer of this Note as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. The Notes are not redeemable prior to maturity. If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Guarantor is subject to the provisions of the Indenture relating to a negative pledge. The Notes are subject to the provisions of the Indenture relating to defeasance of certain obligations. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Notes under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Securities of each series of Securities then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company or the Guarantor or both with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the right of the Holder of this Note, which is absolute and unconditional, to receive payment of the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Prior to due presentment for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, except as otherwise set forth in the Indenture, whether or not this Note be overdue and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. This Note has not been and will not be qualified for sale under the securities laws of Canada or any province or territory thereof. Accordingly, neither this Note nor any interest herein may be offered or sold, directly or indirectly, in Canada or to residents of Canada in contravention of the securities laws of Canada or any province or territory thereof. The Indenture, the Notes and the Guarantees endorsed thereon shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. GUARANTEE For value received, THE SEAGRAM COMPANY LTD., a company organized under the laws of Canada (herein called the "Guarantor", which term includes any successor corporation under the Indenture referred to in the Note upon which this Guarantee is endorsed), hereby unconditionally guarantees to the Holder of the Note upon which this Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of and interest (including any additional amounts payable in accordance with the terms of such Note and the Indenture) on such Note, whether at the Stated Maturity or by declaration of acceleration or otherwise, according to the terms of such Note and of the Indenture. In case of the failure of the Company punctually to make any such payment of principal or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration or otherwise, and as if such payment were made by the Company. The Guarantor shall make all payments in respect of principal of and interest (including interest on amounts in default) on the Notes pursuant to this Guarantee without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied upon or as a result of such payments by or on behalf of any Canadian Taxing Authority, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required. If the Guarantor is required to withhold or deduct any amounts from the principal of or interest (including interest on amounts in default) on the Notes on account of any taxes, duties, assessments or governmental charges mentioned in the preceding paragraph, the Guarantor shall pay such additional amounts as may be necessary in order that every net payment of the principal of and interest (including interest on amounts in default) on the Notes, after such withholding or deduction, shall not be less than the amount provided for in the Notes to be then due and payable; except that no such additional amounts shall be payable in respect of any Note to any Holder: (a) who is subject to such taxes, duties, assessments or governmental charges in respect of such Note by reason of his being connected with Canada otherwise than merely by the holding or ownership of such Note, or (b) who is not dealing at arm's length with the Guarantor (within the meaning of the Income Tax Act (Canada) as reenacted or amended from time to time), or (c) with respect to any estate inheritance, gift, sales, transfer, personal property or any other similar tax, duty, assessment or governmental charge, or (d) with respect to any tax, duty, assessment or governmental charge payable otherwise than by withholding payments in respect of such Notes, or (e) with respect to any combination of the above. Wherever in this Guarantee or the Indenture there is mention, in any context, of payment of principal and/or interest (including interest on amounts in default) of, on or in respect of the Notes or any Note by virtue of the Guarantee or Guarantees thereof, such mention shall be deemed to include mention of the payment of any additional amounts to the extent that, in such context, such additional amounts are, were or would be payable pursuant to the provisions of the preceding paragraph. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of such Note or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of such Note or by the Trustee with respect to any provisions thereof or of the Indenture, the obtaining of any judgment against the Company or any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives the benefits of division and discussion, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to such Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in such Note and in this Guarantee. The Holder of the Note upon which this Guarantee is endorsed is entitled to the further benefits relating hereto set forth in the Indenture. No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of and interest (including any additional amounts referred to above) on the Note upon which this Guarantee is endorsed. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed. THE SEAGRAM COMPANY LTD. Attest: By ---------------------------------- ---------------------------------- Secretary ---------------------------------- Vice President and Treasurer ---------------------------------------------- ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations TEN COM -- as tenants in common UNIF GIFT MIN ACT --_______________Custodian______________ (Cust) (Minor) TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right Under Uniform Gifts to Minors Act of survivorship and not as ______________________ _________ tenants in common (State) Additional abbreviations may also be used though not in the above list ---------------------------------------------- ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Please print or typewrite name and address including postal zip code of assignee ________________________________________________________________________________ the within Note of JOSEPH E. SEAGRAM & SONS, INC. and does hereby irrevocably constitute and appoint ______________________________________________________________________ attorney to transfer the said Note on the books of the within-named Company, with full power of substitution in the premises. Dated __________________________________________________________________________ Signature(s) Guaranteed: ________________________________________________________________________________ ________________________________________________________________________________ The signature(s) to this assignment must correspond with the name(s) as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. The signature(s) should be guaranteed by a commercial bank or trust company or by a New York Stock Exchange member or firm whose signature is known to the registrar. -----END PRIVACY-ENHANCED MESSAGE-----