-----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, DWjFS/yio51gJ369K6k0V6N7OxSk/sn1FJpegKZgJlsTP+FNy907/JKwtRphR4or Q1J9Ku30VCTuSPN8obbx2Q== 0000893750-96-000176.txt : 19960729 0000893750-96-000176.hdr.sgml : 19960729 ACCESSION NUMBER: 0000893750-96-000176 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960726 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07714 FILM NUMBER: 96599404 BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGRAM CO LTD CENTRAL INDEX KEY: 0000088188 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] STATE OF INCORPORATION: CA FISCAL YEAR END: 0701 FILING VALUES: FORM TYPE: SC 13D/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 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* E.I. du Pont de Nemours and Company (Name of Issuer) Common Stock, par value $0.60 per share (Title of Class of Securities) 263534 10 9 (CUSIP Number) 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) July 24, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/. Check the following box if a fee is being paid with the statement /_/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 263534 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JES DEVELOPMENTS, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,222,031 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 8,222,031 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,222,031 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION SCHEDULE 13D CUSIP No. 263534 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE SEAGRAM COMPANY LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,222,031 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 10 SHARED DISPOSITIVE POWER WITH 8,222,031 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,222,031 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION Items 2, 5 and 6 of the Statement on Schedule 13D, as amended (the "Schedule 13D"), filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by The Seagram Company Ltd., a Canadian corporation ("Seagram"), and by JES Developments, Inc., a Delaware corporation and wholly owned subsidiary of Seagram ("Developments", and together with Seagram, the "Reporting Persons"), with respect to the common stock ("Common Stock"), of E.I. du Pont de Nemours and Company, a Delaware corporation ("DuPont"), are hereby amended and restated as set forth below. Item 2. Identity and Background. This Schedule 13D is filed by Seagram and by Developments. The principal executive offices of Seagram are located at 1430 Peel Street, Montreal, Quebec, Canada H3A 1S9. The principal executive offices of Developments are located at 1105 North Market Street, Suite 1300, P.O. Box 8985, Wilmington, Delaware 19899. Seagram operates two core, global businesses: beverages and entertainment. Seagram's beverage businesses are engaged principally in the production and marketing of distilled spirits, wines, fruit juices, coolers and mixers. Seagram's entertainment company, MCA INC., produces and distributes motion picture, television and home video products; produces and distributes recorded music; operates theme parks and retail stores; and publishes books. Developments is a wholly owned subsidiary of Seagram Capital Investments, Inc., a Delaware corporation and a wholly owned subsidiary of Joseph E. Seagram & Sons, Inc., an Indiana corporation ("JES"). JES is a wholly owned subsidiary of Seagram Enterprises, Inc., a Delaware corporation and a wholly owned subsidiary of J. E. Seagram Corp., which is a Delaware corporation and wholly owned subsidiary of Seagram. As of March 31, 1996, descendants of the late Samuel Bronfman and trusts established for their benefit (collectively, the "Bronfman Family") beneficially owned directly or indirectly approximately 35.78% of the outstanding common shares without nominal or par value of Seagram ("Common Shares"). Of that amount, Bronfman Associates, a partnership of which Edgar M. Bronfman, his children and a trust established for the benefit of Edgar M. Bronfman and his descendants are the sole partners and of which Edgar M. Bronfman is the managing partner, along with a second trust established for the benefit of Edgar M. Bronfman and his descendants, owned directly approximately 16.72% of the Common Shares, trusts for the benefit of Charles R. Bronfman and his descendants owned directly approximately 15.59% of the Common Shares, trusts for the benefit of the family of the late Minda de Gunzburg and members of her immediate family owned directly or indirectly approximately 2.88% of the Common Shares, Phyllis Lambert owned indirectly approximately 0.27% of the Common Shares, a charitable foundation of which Charles R. Bronfman is among the directors owned approximately 0.16% of the Common Shares, a charitable foundation of which Edgar M. Bronfman and Charles R. Bronfman are among the trustees owned approximately 0.06% of the Common Shares, and Edgar M. Bronfman, Charles R. Bronfman and their respective spouses and children owned directly approximately 0.10% of the Common Shares. In addition, such persons held currently exercisable options to purchase an additional 0.65% of the Common Shares, calculated pursuant to Rule 13d-3 of the Rules and Regulations under the Exchange Act. Edgar M. Bronfman is Chairman of the Board of Seagram and a director of Seagram. Charles R. Bronfman is Co-Chairman of the Board and Chairman of the Executive Committee of Seagram and a director of Seagram. Edgar M. Bronfman, Charles R. Bronfman, Phyllis Lambert and the late Minda de Gunzburg are siblings. Pursuant to a voting trust agreement, Charles R. Bronfman serves as voting trustee for Common Shares beneficially owned directly or indirectly by Bronfman Associates, the aforesaid trusts established for the benefit of Edgar M. Bronfman and his descendants, the aforesaid trusts established for the benefit of Charles R. Bronfman and his descendants, and the first of the two aforesaid charitable foundations. Pursuant to another voting trust agreement, Edgar M. Bronfman and Charles R. Bronfman are among the voting trustees for Common Shares beneficially owned directly or indirectly by trusts for the benefit of the family of the late Minda de Gunzburg and members of her immediate family. Neither voting trust agreement contains restrictions on the right of the voting trustees to vote the deposited Common Shares. The Bronfman Family may be deemed to be in control of Developments and Seagram. Information concerning the foregoing persons and entities, together with information concerning the directors and executive officers of Developments and Seagram, is contained in Schedule A attached hereto. During the last five years, none of Seagram or Developments nor, to the best knowledge of Seagram and Developments, any director or executive officer of Seagram or Developments (or any other person or entity set forth in Schedule A) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 5. Interest in Securities of the Issuer. (a) and (b) As of the date hereof, Developments beneficially owns 8,222,031 shares of Common Stock (the "Retained Shares"). The Retained Shares constitute approximately 1.4% of the total number of shares of Common Stock stated to be outstanding as of April 30, 1996 in DuPont's Form 10-Q for the quarterly period ended March 31, 1996. Developments has the power to vote and to dispose of the Retained Shares, subject to the ultimate control of Seagram. Except as set forth in this Item 5, to the best knowledge of Seagram or Developments, no director or executive officer of Seagram or Developments (or any other person or entity set forth in Schedule A) beneficially owns any shares of Common Stock. (c) Pursuant to an agreement dated July 24, 1996 among Seagram, Developments and DuPont (the "Warrant Repurchase Agreement"), and concurrently with the execution and delivery thereof, DuPont repurchased the warrants to purchase an aggregate of 156,000,000 shares of Common Stock (the "Warrants") owned by Developments for $500 million in cash. The Warrants are more fully described in the Schedule 13D. Except as set forth in this Item 5, neither Seagram nor Developments effected any transactions in Common Stock during the past 60 days. (d) No person other than Developments has the right to receive dividends from the Retained Shares, and no person other than Developments has the right to receive the proceeds from the sale of the Retained Shares. (e) After giving effect to the transaction described in (c) above, each Reporting Person ceased to be the beneficial owner of more than 5% of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the terms of the Warrant Repurchase Agreement, the Redemption Agreement dated as of April 6, 1995 among DuPont, Seagram and Developments (the "Redemption Agreement") previously filed as an exhibit to the Schedule 13D was terminated on July 24, 1996. In addition, the Agreement dated as of April 6, 1995 among DuPont and certain stockholders of Seagram, previously filed as an exhibit to the Schedule 13D, terminated by its terms upon termination of the Redemption Agreement. The Registration Rights Agreement dated as of April 6, 1995 among DuPont, Seagram and Developments, previously filed as an exhibit to the Schedule 13D, remains in effect. Item 7. Material to be Filed as Exhibits. 10. Warrant Repurchase Agreement dated July 24, 1996 among Seagram, Developments and DuPont. SIGNATURE After reasonable 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. DATED: July 26, 1996 JES DEVELOPMENTS, INC. By: /s/ Daniel R. Paladino Daniel R. Paladino President THE SEAGRAM COMPANY LTD. By: /s/ Daniel R. Paladino Daniel R. Paladino Vice President, Legal and Environmental Affairs SCHEDULE A 1. Set forth below are the names and positions with Developments of each director and executive officer of Developments. The name of each person who is a director of Developments is marked with an asterisk. The address, principal occupation or employment and citizenship of each person, except for Ann M. Giambusso, Paul Buscemi, George E. Bushnell III, Howard F. Miller and Susan B. Yoss, each of whom is a U.S. citizen and whose address is 800 Third Avenue, New York, New York 10022, is set forth in Part 2 below. Name Position DANIEL R. PALADINO* President ANN M. GIAMBUSSO* Vice President and Secretary EDWARD F. FALKENBERG* Controller PAUL BUSCEMI Vice President JEANANNE K. HAUSWALD Treasurer GEORGE E. BUSHNELL III Assistant Secretary HOWARD F. MILLER Assistant Secretary SUSAN B. YOSS Assistant Treasurer 2. Set forth below are the name, business address, principal occupation or employment and citizenship of each director and executive officer of Seagram. The name of each person who is a director of Seagram is marked with an asterisk. Unless otherwise indicated, the business address of each person listed below is 375 Park Avenue, New York, New York 10152. Name and Principal Occupation Business Address or Employment Citizenship EDGAR M. BRONFMAN* Chairman of the Board of United States Seagram THE HON. CHARLES R. Co-Chairman of the Board and Canada BRONFMAN, P.C., C.C.* Chairman of the Executive 1170 Peel Street Committee of Seagram 8th Floor Montreal, Quebec Canada H3B 4P2 EDGAR BRONFMAN, JR.* Chief Executive Officer and United States President of Seagram SAMUEL BRONFMAN II* President of The Seagram United States 2600 Campus Drive Classics Wine Company (a Suite 160 division of a subsidiary of San Mateo, CA 94403 Seagram) MATTHEW W. BARRETT, O.C.* Chairman and Chief Executive Canada First Bank Tower Officer of Bank of Montreal (a 68th Floor financial institution) First Canadian Place 100 King Street West Toronto, Ontario M5X 1A1 FRANK J. BIONDI, JR.* Chairman and Chief Executive United States 100 Universal City Plaza Officer of MCA INC. Universal City, CA 91608 DAVID M. CULVER, C.C.* Chairman of CAI Capital Canada 3429 Drummond Street Corporation (an equity Suite 200 investment fund) Montreal, Quebec Canada H3G 1X6 THE HON. WILLIAM G. Counsel to Tory Canada DAVIS, P.C., C.C., Tory DesLauriers & Binnington Q.C.* (attorneys) Suite 3000 Toronto-Dominion Center Toronto, Ontario Canada M5K 1N2 THE HON. PAUL DESMARAIS, Chairman of Power Canada P.C., C.C.* Corporation of 751 Victoria Square Canada (a holding and Montreal, Quebec management company) Canada H2Y 2J3 Name and Principal Occupation Business Address or Employment Citizenship DAVID L. JOHNSTON, Professor of Law at McGill Canada O.C.* University (an educational 3690 Peel Street institution) Room 200 Montreal, Quebec Canada H3A 1W9 THE HON. E. LEO KOLBER, Member of The Senate of Canada Canada SENATOR* 1170 Peel Street 8th Floor Montreal, Quebec Canada H3B 4P2 MARIE-JOSEE KRAVIS* Fellow of The Hudson Institute Canada and 625 Park Avenue Inc. (a non-profit economics Switzerland New York, NY 10021 research institute) ROBERT W. MATSCHULLAT* Vice Chairman and United States Chief Financial Officer of Seagram C. EDWARD MEDLAND* President of Beauwood Canada 121 King Street West Investments Inc. (a private Suite 2525 investment company) Toronto, Ontario Canada M5H 3T9 LEW R. WASSERMAN* Chairman Emeritus of MCA INC. United States 100 Universal City Plaza Universal City, CA 91608 JOHN L. WEINBERG* Senior Chairman of Goldman, United States 85 Broad Street Sachs & Co. (investment New York, NY 10004 bankers) JOHN S. WEINBERG* General Partner of Goldman, United States 85 Broad Street Sachs & Co. (investment New York, NY 10004 bankers) JOHN D. BORGIA Executive Vice President, Human United States Resources of Seagram STEPHEN E. HERBITS Executive Vice President, United States Corporate Policy and External Affairs of Seagram Name and Principal Occupation Business Address or Employment Citizenship STEVEN J. KALAGHER Executive Vice President of United States Seagram and President, The Seagram Spirits And Wine Group (a division of a subsidiary of Seagram) ELLEN R. MARRAM Executive Vice President of United States Seagram and President, The Seagram Beverage Group (a division of a subsidiary of Seagram) EDWARD F. FALKENBERG Vice President and Controller United States 800 Third Avenue of Seagram New York, NY 10022 JEANANNE K. HAUSWALD Vice President and Treasurer of United States Seagram GABOR JELLINEK Vice President, Production of Canada 1430 Peel Street Seagram and Executive Vice Montreal, Quebec President, Manufacturing, The Canada H3A 1S9 Seagram Spirits And Wine Group (a division of a subsidiary of Seagram) ARNOLD M. LUDWICK Vice President of Seagram and Canada 1170 Peel St. President and Chief Executive 8th Floor Officer of Claridge Inc. Montreal, Quebec Canada H3B 4P2 DANIEL R. PALADINO Vice President, Legal and United States Environmental Affairs of Seagram MICHAEL C.L. HALLOWS Secretary of Seagram Canada 3. The trustees of the trusts for the benefit of Edgar M. Bronfman and his descendants are Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman, Harold R. Handler, Mayo A. Shattuck III and John L. Weinberg. The trustees of the trusts for the benefit of Charles R. Bronfman and his descendants are Charles R. Bronfman, Phyllis Lambert, Stephen R. Bronfman, Ellen J. Bronfman Hauptman, E. Leo Kolber, Samuel Minzberg, Robert S. Vineberg, Gary J. Gartner, Steven H. Levin and Arnold M. Ludwick. The trustees of the trusts for the benefit of the family of the late Minda de Gunzburg are Stanley N. Bergman, Dr. Guido Goldman and Leonard M. Nelson. The directors of the first charitable foundation referenced in Item 2 include Charles R. Bronfman, E. Leo Kolber and Arnold M. Ludwick, and the trustees of the second charitable foundation include Edgar M. Bronfman, Charles R. Bronfman and Samuel Bronfman II. Set forth below or under Part 2 above are the address, principal occupation or employment and citizenship of each person named in this Part 3. Name and Principal Occupation Business Address or Employment Citizenship PHYLLIS LAMBERT Architect Canada 1920 Baile Street Montreal, Quebec Canada H3H 2S6 MATTHEW BRONFMAN Chief Executive Officer of United States 30 West 26th Street Perfumes Isabell, Inc. (a New York, NY 10010 perfume company) STEPHEN R. BRONFMAN Corporate Director Canada 1170 Peel Street 8th Floor Montreal, Quebec Canada H3B 4P2 ELLEN J. BRONFMAN Private Investor Canada HAUPTMAN c/o Goodman Phillips & Vineberg 430 Park Avenue 10th Floor New York, NY 10022 HAROLD R. HANDLER Attorney whose professional United States 425 Lexington Avenue corporation is a partner of New York, NY 10017 Simpson Thacher & Bartlett (attorneys) SAMUEL MINZBERG Partner of Goodman Phillips & Canada 1501 McGill College Vineberg (barristers and Avenue solicitors) 26th Floor Montreal, Quebec Canada H3A 3N9 ROBERT S. VINEBERG Partner of Goodman Phillips & Canada 1501 McGill College Vineberg (barristers and Avenue solicitors) 26th Floor Montreal, Quebec Canada H3A 3N9 GARY J. GARTNER Partner of Goodman Phillips & Canada 430 Park Avenue Vineberg (attorneys) 10th Floor New York, NY 10022 Name and Principal Occupation Business Address or Employment Citizenship STEVEN H. LEVIN Partner of Goodman Phillips & United States 430 Park Avenue Vineberg (attorneys) 10th Floor New York, NY 10022 STANLEY N. BERGMAN Partner of Bergman, Horowitz & United States 157 Church Street Reynolds, P.C. (attorneys) New Haven, CT 06510 DR. GUIDO GOLDMAN Director of the Center for United States First Spring Corporation European Studies at Harvard 499 Park Avenue University and Chairman of New York, NY 10022 First Spring Corporation (an investment company) LEONARD M. NELSON Shareholder of Bernstein, Shur, United States 100 Middle Street Sawyer & Nelson, P.C. Portland, Maine 04104 (attorneys) MAYO A. SHATTUCK III President and Chief United States 135 East Baltimore Street Executive Officer Baltimore, MD 21202 of Alex. Brown & Sons, Incorporated (investment bankers) EXHIBIT INDEX 10. Warrant Repurchase Agreement dated July 24, 1996 among Seagram, Developments and Dupont. EX-10 2 Exhibit 10 WARRANT REPURCHASE AGREEMENT THIS WARRANT REPURCHASE AGREEMENT (this "Agreement") is entered into this 24th day of July, 1996, by and among The Seagram Company Ltd., a Canadian corporation ("Seagram"), JES Developments, Inc., a Delaware corporation and a wholly-owned subsidiary of Seagram ("Subsidiary") and E.I. du Pont de Nemours and Company, a Delaware corporation (the "Company"). WHEREAS, in connection with the Warrant Agreement, dated as of April 6, 1995 (the "Warrant Agreement") and the Redemption Agreement, dated as of April 6, 1995 (the "Redemption Agreement"), Subsidiary acquired Warrants expiring October 6, 1997 to acquire 48 million shares of Common Stock, par value $0.60 per share (the "Common Stock") of the Company at $89.33 per share, Warrants expiring October 6, 1998 to acquire 54 million shares of Common Stock at $101.14 per share, and Warrants expiring October 6, 1999 to acquire 54 million shares of Common Stock at $113.63 per share (collectively, the "Warrants" and each, individually, a "Warrant"); and WHEREAS, the Company has agreed to purchase and Seagram and Subsidiary have agreed to sell all of the Warrants (the "Repurchase"), in each case in accordance with the terms set forth below. NOW THEREFORE, in consideration of the premises set forth above and the mutual promises and agreements set forth herein, Seagram, Subsidiary and the Company agree as follows: 1. Simultaneously with the execution and delivery of this Agreement, (i) the Company is paying to Subsidiary by wire transfer in immediately available funds $500 million and (ii) Subsidiary is delivering to the Company for cancellation all of the Warrants and transfer forms attached thereto, endorsed in blank or in favor of the Company, duly executed by Subsidiary. Each of Seagram and Subsidiary acknowledges and agrees that upon consummation of the Repurchase, it shall have no further rights under any of the Warrants. The purchase and sale of the Warrants pursuant to this Agreement shall be effective notwithstanding any provisions of the Redemption Agreement giving Seagram, Subsidiary or the Company the right or the obligation, under the circumstances specified therein, to purchase or sell, as the case may be, the Warrants. 2. Each of Seagram and Subsidiary hereby jointly and severally represent and warrant to the Company, and agree for the benefit of the Company, that: (i) Seagram is a corporation duly organized and validly existing under the laws of Canada and has been duly qualified for the transaction of business under the laws of the Province of Quebec; (ii) Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (iii) each of Seagram and Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder; (iv) the execution and delivery by each of Seagram and Subsidiary of this Agreement and the performance by each of its obligations hereunder have been duly and validly authorized by the Board of Directors of each of Seagram and Subsidiary, and by the sole stockholder of Subsidiary, and no other corporate proceedings on the part of Seagram or Subsidiary are necessary to authorize the execution, delivery or performance of this Agreement; (v) this Agreement has been duly and validly executed and delivered by each of Seagram and Subsidiary and constitutes a valid and binding agreement of each of Seagram and Subsidiary, enforceable against each in accordance with its terms; (vi) the execution and delivery by Seagram and Subsidiary of this Agreement do not and the performance by Seagram and Subsidiary of their obligations hereunder will not (a) contravene or conflict with the certificate of incorporation, by-laws or similar charter or other organizational documents of Seagram or Subsidiary or (b) contravene or conflict with or constitute a violation of or default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of Seagram or Subsidiary under any provision of applicable law or regulation of the United States or Canada or any state or province thereof or of any agreement, contract, judgment, injunction, order, decree or other instrument binding upon Seagram or Subsidiary, which contravention, conflict, violation, default or right of termination, cancellation or acceleration would result in the case of this clause (b) in a material adverse effect on the business, assets, results of operations or financial condition of Seagram and its subsidiaries, taken as a whole, other than any such material adverse effect which would have no effect on this Agreement and the performance of the obligations and transactions contemplated hereby; (vii) Subsidiary has good and marketable title to all of the Warrants, free and clear of all liens, claims, options, proxies, voting agreements, security interests, charges and encumbrances other than the Redemption Agreement, and has complete and unrestricted power to transfer, assign and deliver the Warrants to the Company, and upon the transfer of the Warrants to the Company as provided herein, the Company will acquire good and marketable title to the Warrants, free and clear of all liens, claims, options, proxies, voting agreements, security interests, charges and encumbrances; and (viii) Seagram, Subsidiary and their representatives have been given the opportunity to ask questions of, and to receive answers from, the Company and its representatives concerning the business affairs, financial condition and other information relating to the Company and to obtain any additional information which Seagram, Subsidiary, or their representatives deem necessary. 3. The Company hereby represents and warrants to Seagram and Subsidiary, and agrees for the benefit of Seagram and Subsidiary, that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (ii) it has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or the performance by the Company of its obligations hereunder; (iv) this Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; and (v) the execution and delivery by the Company of this Agreement do not and the performance by the Company of its obligations hereunder will not (a) contravene or conflict with the certificate of incorporation or by-laws of the Company or (b) contravene or conflict with or constitute a violation of or default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any of the Company's subsidiaries under any provision of applicable law or regulation of the United States or any state thereof or of any agreement, contract, judgment, injunction, order, decree or other instrument binding upon the Company or any of its subsidiaries, which contravention, conflict, violation, default or right of termination, cancellation or acceleration would result in the case of this clause (b) in a material adverse effect on the business, assets, results of operations or financial condition of the Company and its subsidiaries, taken as a whole, other than any such material adverse effect which would have no effect on this Agreement and the performance of the obligations and transactions contemplated hereby. 4. Upon the execution and delivery of this Agreement by the parties hereto, the Redemption Agreement and all rights and obligations thereunder shall terminate. 5. The closing of the Repurchase is taking place at the offices of Skadden, Arps, Slate, Meagher & Flom, at 919 Third Avenue, New York, New York 10022, simultaneously with the execution and delivery of this Agreement. 6. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 7. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. 8. This Agreement may be executed in counterparts, each of which shall be a valid and binding obligation of the parties thereto, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf by its representatives thereunto duly authorized, all as of the day and year first above written. E.I. DU PONT DE NEMOURS AND COMPANY By: /s/ Charles L. Henry Name: Charles L. Henry Title: Executive Vice President and Chief Financial Officer THE SEAGRAM COMPANY LTD. By: /s/ Edgar Bronfman, Jr. Name: Edgar Bronfman, Jr. Title: President and Chief Executive Officer JES DEVELOPMENTS, INC. By: /s/ Daniel R. Paladino Name: Daniel R. Paladino Title: President -----END PRIVACY-ENHANCED MESSAGE-----