Item 3. Legal Proceedings
On November 17, 1995, a class action was filed in the Superior Court for the State of California, Los Angeles County, entitled The Estate of Jim Garrison, etc. v. Warner Bros., Inc. Paramount Pictures Corp., Twentieth Century Fox Film Corp., Universal City Studios, Inc., United Artists Corporation, Metro-Goldwyn-Mayer, Inc., Sony Pictures Entertainment, Inc., Columbia Pictures, Inc., The Walt Disney Company, Walt Disney Productions, Inc., Touchstone Pictures, Inc., Hollywood Pictures, Inc., Tristar Pictures, Inc., and Motion Picture Association of America, No. 95-8328-RMT. The action was removed to the United States District Court for the Central District of California on December 15, 1995. The plaintiffs are representatives of the Estate of Jim Garrison, who was the author of the book On the Trail of the Assassin, on which the motion picture JFK was based. JFK was distributed by Warner Bros. Universal had no involvement in the production or distribution of JFK. Plaintiffs allege that the major motion picture studios, including Universal, have conspired, in alleged violation of antitrust laws, to fix the terms of so-called "net profits" provisions in contracts between the studios and actors, writers, directors, producers and other talent. Plaintiffs brought the lawsuit on behalf of a class of all "talent" who have entered into allegedly "standard" net profits agreements
with one or more of the defendants during the period January 1, 1988 to the present. Plaintiffs seek three times their unspecified actual damages under the antitrust laws. The District Court initially certified a class; however, on June 1, 1998, the District Court, on its own motion, decertified the class. Thus, the matter was no longer a class action, and Universal remained a defendant only in the antitrust claims being pursued by the individual plaintiffs. The matter was then settled, and dismissed on March 31, 1999.
On May 30, 1995, a purported retailer class action was filed in the United States District Court for the Central District of California, entitled Digital Distribution Inc. d/b/a Compact Disc Warehouse v. CEMA Distribution, Sony Music Entertainment, Inc., Warner Elektra Atlantic Corporation, Universal Music & Video Distribution, Inc. (formerly known as UNI Distribution Corp.), Bertelsmann Music Group, Inc. and PolyGram Group Distribution, Inc., No. 95-3596 JSL. The plaintiffs brought the action on behalf of direct purchasers of compact discs alleging that defendants, including Universal Music & Video Distribution, Inc. (formerly known as UNI Distribution Corp.), and PolyGram Group Distribution, Inc., violated the federal and/or state antitrust laws and unfair competition laws by engaging in a conspiracy to fix prices of compact discs, and seek an injunction and treble damages. The defendants' motion to dismiss the amended complaint was granted and the action was dismissed, with prejudice, on January 9, 1996. Plaintiffs filed a notice of appeal on February 12, 1996. By an order filed July 3, 1997, the Ninth Circuit reversed the District Court and remanded the action. Upon reinstatement of this litigation by the Ninth Circuit, a number of related actions were filed, which all arise out of the same claims and subject matter. These related actions are captioned: Chandu Dani d/b/a Compact Disc Warehouse and Record Revolution, et al., v. EMI Music Distribution (formerly known as CEMA Distribution), Sony Music Entertainment, Inc.; Warner Elektra Atlantic Corporation, Universal Music & Video Distribution, Inc. (formerly known as UNI Distribution Corp.), Bertelsmann Music Group, Inc., and PolyGram Group Distribution, Inc., No. CV 97-7226 (JSL), filed on September 30, 1997 in the U.S. District Court for the Central District of California; Third Street Jazz and Rock Holding Corporation, et al., v. EMI Music Distribution (formerly known as CEMA Distribution), Sony Music Entertainment, Inc., Warner Elektra Atlantic Corporation, Universal Music & Video Distribution, Inc. (formerly known as UNI Distribution Corp.), Bertelsmann Music Group, Inc., and PolyGram Group Distribution, Inc., No. CV 97-8864 JSL (VAPx), filed on October 21, 1997 in the U.S. District Court for the Central District of California; T. Obie, Inc. d/b/a/ Chestnut Hill Compact Disc v. EMI Music Distribution (formerly known as CEMA Distribution), Sony Music Entertainment, Inc., Warner Elektra Atlantic Corporation, Universal Music & Video Distribution, Inc. (formerly known as UNI Distribution Corp.), Bertelsmann Music Group, Inc., and PolyGram Group Distribution, Inc., No. 97 Civ. 7764 LMM, filed on October 21, 1997 in the U.S. District Court for the Southern District of New York; Nathan Muchnick, Inc., et al., v. Sony Music Entertainment, Inc., PolyGram Group Distribution, Inc., Bertelsmann Music Group, Inc., Universal Music & Video Distribution, Inc. (formerly known as UNI Distribution Corp.), Warner Elektra Atlantic Corporation, and EMI Music Distribution, Inc./Capitol Records, Inc., No. 98 Civ. 0612, filed on January 28, 1998 in the U.S. District Court for the Southern District of New York. The Digital Distribution, Chandu Dani, and Third Street Jazz matters have been set for trial on February 15, 2000. On February 17, 1998, a purported consumer class action was filed in the Circuit Court for Cocke County, Tennessee, Civil Action No., 24,885 II, entitled Doris D. Ottinger, et al., v. EMI Music Distribution, Inc., Sony Music Entertainment, Inc., Warner Elektra Atlantic Corp., Universal Music & Video Distribution, Inc. (formerly known as UNI Distribution Corp.), Bertelsmann Music Group, Inc., and PolyGram Group Distribution, Inc. A motion to dismiss was filed on May 11, 1998, and is pending.
On January 16, 1998, the Competition Directorate of the Commission of the European Community issued a Statement of Objections in response to the application of United International Pictures ("UIP") for a renewal of its exemption from Article 85(1) of the Treaty of Rome with respect to UIP's theatrical distribution activities within the European Union. UIP is a partnership that is owned equally by Universal Studios, Metro-Goldwyn-Mayer and Paramount Pictures Corporation. It was created in 1981 for the purpose of achieving cost savings in the distribution of motion pictures to theaters internationally, including Europe. In 1989, after
lengthy proceedings, the European Commission granted UIP an exemption from Article 85(1) with respect to UIP's theatrical distribution activities within the European Union. Article 85(1) of the Treaty of Rome prohibits certain agreements and concerted practices which prevent, restrict or distort trade within the European Union. In 1993, prior to the stated expiration of the 1989 exemption, UIP filed an application to extend this exemption. Following a two-day hearing on the matter on September 24 and 25, 1998, in Brussels, on September 9, 1999, the Commission issued a letter granting the renewal of the exemption to UIP, based on certain conditions.
On or about July 25, 1996, Universal Music & Video Distribution, Inc. and PolyGram Group Distribution, Inc. were served with an antitrust civil investigation demand from the Office of the Attorney General of the State of Florida that calls for the production of documents in connection with an investigation to determine whether there "is, has been or may be" a "conspiracy to fix the prices" of compact discs or conduct consisting of "unfair methods of competition" or "unfair trade practices" in the sale and marketing of compact discs. No allegations of unlawful conduct have been made against Universal Musical & Video Distribution, Inc. or PolyGram Group Distribution, Inc.
By letter dated April 11, 1997, the Federal Trade Commission ("FTC") advised Universal Music & Video Distribution, Inc. and PolyGram Group Distribution, Inc. that it is conducting a preliminary investigation to determine whether minimum advertised pricing programs used by major record distributors constitute an unfair method of competition in violation of Section 5 of the Federal Trade Commission Act. Universal Music & Video Distribution, Inc. and PolyGram Group Distribution, Inc. received a subpoena dated September 19, 1997 for the production of documents. No allegations of unlawful conduct have been made against Universal Music & Video Distribution, Inc. or PolyGram Group Distribution, Inc.
On or about July 15, 1995, PolyGram was served with a civil investigation demand from the U.S. Department of Justice ("DOJ") seeking information and documentation relating to an investigation by the DOJ's Antitrust Division (the "Antitrust Division") into certain alleged "collaborative undertakings between PolyGram and other music companies related to cable, wire and satellite-delivered music and music video programmers." In April 1998, PolyGram and certain other major music companies, excluding Universal, were advised by the Antitrust Division that it was their tentative recommendation to file a complaint seeking a decree to prevent PolyGram and such major music companies from using foreign collective licensing societies to license music video broadcasters. The Antitrust Division also indicated that it was considering adding to this complaint, a claim seeking to restrict PolyGram and such major music companies from entering into music video broadcasting joint ventures absent prior notice to, and approval from, the DOJ. Thereafter, at the invitation of the Antitrust Division, PolyGram and the major music companies jointly submitted a "White Paper" setting forth their collective view that no complaint was warranted and the investigation should be closed. In July, 1998, a further meeting was held among counsel for PolyGram and the other major music companies and the Antitrust Division to discuss the Antitrust Division's tentative recommendations. PolyGram has now been advised by the DOJ that this investigation has been closed.
On August 30, 1999, the Australian Competition and Consumer Commission ("ACCC") commenced proceedings against Universal Music Australia Pty Limited (formerly PolyGram Pty Limited) and three former employees of PolyGram, alleging violations of the Australian Trade Practices Act, the statute which governs competition law in Australia. The ACCC alleges that Universal has taken certain unlawful steps to restrict parallel imports into Australia to reduce price competition in the sale of sound recordings. Separate proceedings making similar allegations have also been commenced against certain other record companies in Australia and their current or former employees, and against two industry trade associations in Australia. The ACCC seeks injunctive relief to eliminate any unlawful restrictions on parallel imports into Australia and the imposition of fines against Universal and the three individuals who were employees of PolyGram. Universal and the three individuals are vigorously defending these proceedings.
On February 4, 1999, the Antitrust Division issued a civil investigative demand to Universal as well as to a number of other motion picture film distributors and exhibitors as part of a civil investigation into compliance with the consent decrees entered in U.S. v. Paramount Pictures, et al. and various other practices in the motion picture distribution and exhibition industry. The civil investigative demands require the distributors and exhibitors to provide documents and other information to the Antitrust Division. The scope of the investigation and the extent, if any, to which it may relate to Universal is not known at this time. Universal has responded to the government's demand.
Seagram and its subsidiaries and affiliates are defendants or respondents in a number of other actions arising in the ordinary course of business.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
Information as to the number of holders of record of our common shares, the markets on which such shares are traded, the quarterly high and low prices for such common shares on the Toronto and New York Stock Exchanges, and the quarterly dividends declared on such common shares during the last three fiscal years is incorporated herein by reference to the Management's Discussion and Analysis section captioned "Return to Shareholders" on page 38 of the Annual Report.
Payment of dividends to our shareholders who are not residents of Canada is subject under Canadian law to Canadian withholding tax. Dividends paid to shareholders residing in the United States is subject to 15% withholding pursuant to currently existing treaty arrangements between the United States and Canada. For shareholders who are residents of other countries, the withholding rate varies depending upon the existence and terms of applicable treaties between each such other country and Canada.
Item 6.
Item 6. Selected Financial Data
Selected historical financial information is incorporated by reference to the Financial Summary on page 67 of the Annual Report.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's discussion and analysis of financial condition and results of operations is incorporated herein by reference to pages 22 through 38 of the Annual Report.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about market risk are incorporated herein by reference to pages 34 through 35 of the Annual Report.
Item 8.
Item 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements, together with the report thereon of Pricewaterhouse- Coopers LLP dated August 18, 1999 and the supplementary quarterly data are incorporated herein by reference to pages 39 through 67 of the Annual Report.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
PART III
Item 10.
Item 10. - Directors and Executive Officers of the Registrant
Information about our directors is incorporated by reference to pages 6 through 8 of the Proxy Circular for the Annual Meeting of Shareholders to be held on November 3, 1999 (the "Proxy Circular") under the caption "Election of Directors -- Nominees for Director".
Set forth below is certain information with respect to our executive officers.
Our Board of Directors chooses our executive officers annually. Once chosen, these executive officers hold office until they resign, are removed or otherwise become disqualified to serve.
Item 11.
Item 11. Executive Compensation
Information about executive compensation is incorporated herein by reference to pages 13 through 21 of the Proxy Circular under the captions "Summary Compensation Table" through "Performance Graph".
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information about the ownership of Seagram's common shares by certain beneficial owners and management is incorporated herein by reference to pages 2 through 5 of the Proxy Circular under the caption "Share Ownership".
Item 13.
Item 13. Certain Relationships and Related Transactions
As of August 31, 1999, Koninklijke Philips Electronics N.V. ("Philips") owned approximately 11.04% of Seagram's common shares, which it acquired as part of Seagram's acquisition of PolyGram in fiscal 1999. Cornelis Boonstra, a director of Seagram, is Chairman and President of Philips. Philips and subsidiaries of Seagram are parties to intellectual property and distribution arrangements containing normal business terms and conditions.
Information about certain relationships and transactions with related parties is incorporated herein by reference to pages 21 through 24 of the Proxy Circular under the captions "Human Resources Committee Interlocks and Insider Participation" and "Transactions with Directors and Others".
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1&2. Financial Statements and Financial Statement Schedules
The financial statements and schedules filed as part of or incorporated by reference in this Report are listed in the accompanying Index to Financial Statements.
3. Exhibits
The exhibits filed as part of or incorporated by reference in this Report are listed in the accompanying Exhibit Index. Exhibits 10(l) through 10(hh) listed in the accompanying Exhibit Index identify management contracts or compensatory plans or arrangements.
(b) Current Reports on Form 8-K
1. A Current Report on Form 8-K dated April 7, 1999 was filed to report under Item 2 and file under Item 7 a press release announcing Seagram's agreement in principle to sell certain PolyGram Filmed Entertainment assets to Universal Networks, Inc. and the merger of October Films, in which Seagram owned a majority interest, with a subsidiary of USA Networks, Inc.
2. A Current Report on Form 8-K dated April 9, 1999 was filed to file under Item 7 certain documents relating to Seagram's Registration Statement (No. 333-62921) on Form S-3.
3. A Current Report on Form 8-K dated May 13, 1999 was filed to report under Item 5 and file under Item 7 unaudited pro forma financial statements that give effect to the sale of Tropicana, the acquisition of PolyGram and certain other transactions.
4. A Current Report on Form 8-K dated September 20, 1999 was filed to report under Item 5 and file under Item 7 Seagram's consolidated financial statements for the fiscal year ended June 30, 1999.
FORWARD LOOKING STATEMENTS
This Form 10-K contains statements that are "forward-looking statements," in that they include statements regarding the intent, belief or current expectations of our management with resect to our future operating performance. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements that express forecasts, expectations and projections with respect to future matters, including the launching or prospective development of new business initiatives and products, anticipated music or motion picture releases, internet or theme park projects, and "Year 2000" remediation efforts and anticipated cost savings or synergies are forward-looking statements within the meaning of the Act. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from our forward-looking statements as a result of certain risks and uncertainties, many of which are outside of our control, including but not limited to:
- - Changes in global and localized economic and political conditions which may affect attendance and spending at our theme parks, purchases of our consumer products and the performance of our filmed entertainment operations.
- - Changes in financial and equity markets, including significant interest rate and foreign currency rate fluctuations, which may affect our access to, or increase the cost of financing for, our operations and investments.
- - Increased competitive product and pricing pressures and unanticipated actions by competitors that could impact our market share, increase expenses or hinder our growth potential.
- - Changes in consumer preferences and tastes, which may affect all our business segments.
- - Adverse weather conditions or natural disasters, such as hurricanes and earthquakes, which may, among other things, impair performance at our theme parks in California, Florida or Spain.
- - Legal and regulatory developments, including changes in accounting standards, taxation requirements, such as the impact of excise tax increases with respect to the spirits and wine business, and environmental laws.
- - Technological developments that may affect the distribution of our products or create new risks to our ability to protect our intellectual property rights.
- - The uncertainties of litigation and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: September 28, 1999 By /s/ Robert W. Matschullat ------------------------- Robert W. Matschullat Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on September 28, 1999 by the following persons on behalf of the Registrant and in the capacities indicated.
Principal Executive Officer:
/s/ Edgar Bronfman, Jr. Director, President and Chief - ----------------------------- Executive Officer Edgar Bronfman, Jr.
Principal Financial Officer:
/s/ Robert W. Matschullat Director, Vice Chairman and - ----------------------------- Chief Financial Officer Robert W. Matschullat
Principal Accounting Officer:
/s/ Robert W. Matschullat Director, Vice Chairman and - ----------------------------- Chief Financial Officer Robert W. Matschullat
Directors:
Edgar M. Bronfman* Director, Chairman of the Board
The Hon. Charles R. Bronfman* Director, Co-Chairman of the Board and Chairman of the Executive Committee
Samuel Bronfman II* Director Matthew W. Barrett* Director Laurent Beaudoin* Director Cornelis Boonstra* Director Richard H. Brown* Director The Hon. William G. Davis* Director Andre Desmarais* Director Barry Diller* Director Michele J. Hooper* Director David L. Johnston* Director The Hon. E. Leo Kolber* Director Marie-Josee Kravis* Director Samuel Minzberg* Director John S. Weinberg* Director
* By signing his name hereto, Robert W. Matschullat signs this document on behalf of each of the persons indicated above pursuant to powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission.
By /s/ Robert W. Matschullat ----------------------------- Robert W. Matschullat, Attorney-in-fact
THE SEAGRAM COMPANY LTD. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1999
1. Consolidated Financial Statements for The Seagram Company Ltd. and subsidiary companies, together with the report thereon of PricewaterhouseCoopers LLP dated August 18, 1999, incorporated herein by reference to the Annual Report to Shareholders for the fiscal year ended June 30, 1999:
Consolidated Balance Sheet at June 30, 1999 and June 30, 1998;
For the Fiscal Years June 30, 1999, June 30, 1998 and June 30, 1997;
Consolidated Statement of Income;
Consolidated Statement of Cash Flows;
Consolidated Statement of Shareholders' Equity;
Notes to Consolidated Financial Statements;
Report of Independent Accountants;
Quarterly Data (Unaudited).
2. Financial Statement Schedules and Report:
Report of Independent Accountants on Financial Statement Schedule;
Schedule for The Seagram Company Ltd. and Subsidiary Companies:
II. Valuation and Qualifying Accounts.
Schedules not included have been omitted because they are not applicable or the required information is shown in our Consolidated Financial Statements or Notes thereto.
SCHEDULE II
THE SEAGRAM COMPANY LTD.
(Incorporated under the Canada Business Corporations Act)
AND SUBSIDIARY COMPANIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(U.S. dollars in millions)
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of The Seagram Company Ltd.
Our audits of the consolidated financial statements referred to in our report dated August 18, 1999 appearing in the Annual Report to Shareholders of The Seagram Company Ltd. for the fiscal year ended June 30, 1999 (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in the Index to Financial Statements accompanying Item 14(a)of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP
New York, New York August 18, 1999
THE SEAGRAM COMPANY LTD. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1999
EXHIBIT INDEX
Exhibit Number Per Item 601 of Regulation S-K Description of Document and Incorporation Reference Where Applicable
3 (a) Articles of Amalgamation dated February 1, 1995 between The Seagram Company Ltd. and Centenary Distillers Ltd. (incorporated by reference to Exhibit 3(a) of Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1995), as amended by the Certificate and Articles of Amendment dated May 31, 1995 (incorporated by reference to Exhibit 3(a) of Seagram's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1995).
(b) General By-Laws of The Seagram Company Ltd., as amended (incorporated by reference to Exhibit 3(b) to Seagram's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1996).
4 Long-term debt instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Seagram agrees to furnish to the Commission on request a copy of any instrument defining the rights of holders of long-term debt of Seagram and of any subsidiary for which consolidated or unconsolidated financial statements are required to be filed.
10 (a) Amended and Restated Stock Purchase Agreement dated as of June 5, 1995 among The Seagram Company Ltd., Matsushita Electric Industrial Co., Inc., MEI Holding Inc. (formerly, Home Holding Inc.) and Universal Studios Holding I Corp. (formerly, Home Holding II Inc.) (incorporated by reference to the Exhibit 2(a) to Seagram's Current Report on Form 8-K dated June 5, 1995).
(b) Stockholders' Agreement dated as of June 5, 1995 among The Seagram Company Ltd., MEI Holding Inc. (formerly, Home Holding Inc.) and Universal Studios Holding I Corp. (formerly, Home Holding II Inc.) (incorporated by reference to the Exhibit 10(a) to Seagram's Current Report on Form 8-K dated June 5, 1995).
(c) USA Networks Partnership Interest Purchase Agreement dated as of September 22, 1997 by and among Universal Studios, Inc., Universal City Studios, Inc., Viacom Inc. and Eighth Century Corporation (incorporated by reference to Exhibit 10(c) to Seagram's Annual Report on Form 10-K for the fiscal year ended June 30, 1997).
(d) Offer Agreement dated as of June 21, 1998 among The Seagram
Company Ltd., PolyGram N.V. and Koninklijke Philips Electronics N.V. (incorporated by reference to Exhibit 2.1 to Seagram's Current Report on Form 8-K/A dated July 2, 1998).
(e) Tender Agreement dated as of June 21, 1998 between The Seagram Company Ltd. and Koninklijke Philips Electronics N.V. (incorporated by reference to Exhibit 2.2 to Seagram's Current Report on Form 8-K/A dated July 2, 1998).
(f) Voting Agreement dated June 21, 1998 between The Seagram Company Ltd. and Koninklijke Philips Electronics N.V. (incorporated by reference to Exhibit 2.3 to Seagram's Current Report on Form 8-K dated June 22, 1998).
(g) Stockholders Agreement dated June 21, 1998 between The Seagram Company Ltd. and Koninklijke Philips Electronics N.V. (incorporated by reference to Exhibit 10.1 to Seagram's Current Report on Form 8-K dated June 22, 1998).
(h) Stock Purchase Agreement dated as of July 20, 1998 among The Seagram Company Ltd., Seagram Enterprises, Inc. and PepsiCo, Inc. (incorporated by reference to Exhibit 2 to Seagram's Current Report on Form 8-K dated July 20, 1998).
(i) Credit Agreement dated as of November 23, 1994, as amended and restated as of October 21, 1998, among Joseph E. Seagram & Sons, Inc., as Borrower, The Seagram Company Ltd. and J.E. Seagram Corp., as Guarantors, the Lenders Party thereto, The Chase Manhattan Bank, as Administrative Agent, Citibank, N.A., as Syndication Agent, and Bank of Montreal, as Documentation Agent (incorporated by reference to Exhibit 10.2 to Seagram's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998).
(j) Credit Agreement dated as of December 21, 1994, as amended and restated as of October 23, 1998, among The Seagram Company Ltd., as Borrower, the Lenders Party thereto, and Bank of Montreal, as Administrative Agent (incorporated by reference to Exhibit 10.3 to Seagram's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1998.)
(k) Credit Agreement dated as of October 21, 1998 among Joseph E. Seagram & Sons, Inc., as Borrower, The Seagram Company Ltd. and J.E. Seagram Corp., as Guarantors, the Lenders Party thereto, The Chase Manhattan Bank, as Administrative Agent, Citibank, N.A., as Syndication Agent, and Bank of America NT & SA and Bank of Montreal, as Co-Documentation Agents (incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-4 (Registration No. 333-61535) of Seagram).
(l) 1983 Stock Appreciation Right and Stock Unit Plan of The Seagram Company Ltd., as amended. (incorporated by reference to Exhibit 10(n) to Seagram's Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
(m) Written description of Management Incentive Plan of Joseph E. Seagram & Sons, Inc. (incorporated by reference to Exhibit 10(g) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1994).
(n) Senior Executive Short-Term Incentive Plan of The Seagram Company Ltd. (incorporated by reference to Exhibit 10(p) to Seagram's Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
(o) Form of Deferred Compensation Agreement, as amended, between Joseph E. Seagram & Sons, Inc. and certain of its executives. (incorporated by reference to Exhibit 10(q) to Seagram's Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
(p) Stock Plan for Non-Employee Directors of The Seagram Company Ltd. (incorporated by reference to Exhibit 10(r) to Seagram's Annual Report on Form 10-K for the fiscal year ended June 30, 1998).
(q) 1988 Stock Option Plan of The Seagram Company Ltd., as amended (incorporated by reference to Exhibit 10(f) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1992).
(r) 1992 Stock Incentive Plan of The Seagram Company Ltd., as amended (incorporated by reference to Exhibit 10(g) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1993).
(s) 1996 Stock Incentive Plan of The Seagram Company Ltd., as amended. (incorporated by reference to Exhibit 4.D to Seagram's Registration Statement on Form S-8 dated August 18, 1999.)
(t) Senior Executive Basic Life Insurance Program, as amended, of Joseph E. Seagram & Sons, Inc. (incorporated by reference to Exhibit 10(i) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1993).
(u) Retirement Salary Continuation Plan, as amended, of Joseph E. Seagram & Sons, Inc. (incorporated by reference to Exhibit 10(j) to
Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1993).
(v) Benefit Equalization Plan, as amended, of Joseph E. Seagram & Sons, Inc. (incorporated by reference to Exhibit 10(k) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1993).
(w) Senior Executive Group Term Life Insurance Arrangement, as amended, of Joseph E. Seagram & Sons, Inc. (incorporated by reference to Exhibit 10(k) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1992).
(x) Personal Excess Liability Insurance Policy for Senior Executives of Joseph E. Seagram & Sons, Inc. (incorporated by reference to Exhibit 10(m) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1993).
(y) Flexible Perquisite Program for Seagram Senior Executives (incorporated by reference to Exhibit 10(s) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1994).
(z) Senior Executive Disability Salary Continuation Arrangement of Joseph E. Seagram & Sons, Inc. (incorporated by reference to Exhibit 10 (w) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1995).
(aa) Post Retirement Consulting Plan, as amended, of Joseph E. Seagram & Sons, Limited (incorporated by reference to Exhibit 10(r) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1993).
(bb) Canadian Executive Pension Plan of Joseph E. Seagram & Sons, Limited, as amended (incorporated by reference to Exhibit 10(s) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1993).
(cc) Executive Long-Term Incentive Arrangement among Seagram, Joseph E. Seagram & Sons, Limited and Charles R. Bronfman dated February 4, 1982 (incorporated by reference to Exhibit 10(r) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1992).
(dd) Amended and Restated Employment Agreement between Joseph E. Seagram & Sons, Inc. and Robert W. Matschullat dated February 4, 1998 (incorporated by reference to Exhibit 10 (ff) to Seagram's Annual Report on Form 10-K for the fiscal year ended June 30, 1998.)
(ee) Employment Agreement among Universal Studios, Inc., Seagram and Frank J. Biondi, Jr. dated April 23, 1996 (incorporated by reference to
Exhibit 10(bb) to Seagram's Annual Report on Form 10-K for the fiscal year ended January 31, 1996).
(ff) Agreement between Universal Studios, Inc. and Frank Biondi, Jr. dated August 22, 1997 (incorporated by reference to Exhibit 10(aa) to Seagram's Annual Report on Form 10-K for the fiscal year ended June 30, 1997).
(gg) Letter dated April 27, 1995 from Joseph E. Seagram & Sons, Inc. to John D. Borgia (incorporated by reference to Exhibit 10 (jj) to Seagram's Annual Report on Form 10-K for the fiscal year ended June 30, 1998.)
(hh) Letter dated September 9, 1998 from Joseph E. Seagram & Sons, Inc. to Tod R. Hullin.
12 (a) Computation of ratio of earnings to fixed charges - The Seagram Company Ltd.
(b) Computation of ratio of earnings to fixed charges - Joseph E. Seagram & Sons, Inc.
13 Pages 22-67 of the Annual Report to Shareholders for the fiscal year ended June 30, 1999.
21 Subsidiaries.
23 Consent of PricewaterhouseCoopers LLP, independent accountants, as accountants for Seagram.
24 Power of Attorney.
27 Financial Data Schedule.