-----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, ShP7Jkb4FSvoUcMNF8iTlLhbgDGmMg34Z6LyGnKdheEqv25O+g71Jv7yGOTlHD4P jtOaC0TgmG1JFyx55OOvEQ== 0000950123-96-007044.txt : 19961202 0000950123-96-007044.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950123-96-007044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961126 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961127 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02275 FILM NUMBER: 96673292 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: November 26, 1996 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 5. Other Events. On November 26, 1996, The Seagram Company Ltd. (the "Corporation") and Pearson plc ("Pearson") announced the signing of a definitive agreement to sell the Corporation's publishing division, The Putnam Berkley Group, Inc., a division of MCA INC., to Pearson, which owns Penguin Publishing. The companies announced a purchase price of $336 million in cash. The deal is expected to close by year end after the expiration of the Hart Scott Rodino waiting period. The purchase price gives effect to the repayment of an intercompany account and is also subject to standard post-closing adjustments and certain expense reimbursements. The transaction has been structured to provide Pearson with any operating cash flow in December and the Corporation with interest on the purchase price beginning December 1. A copy of the press release is attached hereto as an exhibit and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits (20) Press Release. 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: November 27, 1996 By: /s/ Daniel R. Paladino --------------------------------- Daniel R. Paladino Executive Vice President -- Legal and Environmental Affairs 4 EXHIBIT INDEX Exhibit Sequentially Number Description of Exhibit Numbered Page ------ ---------------------- ------------- (20) Press Release. 6 EX-99.20 2 PRESS RELEASE DATED 11/26/96 1 EXHIBIT 20 2 IMMEDIATELY Amy Goldberger 212/572-1118 SEAGRAM AND PEARSON SIGN AGREEMENT FOR SALE OF PUTNAM ----------------------------------------------------- MONTREAL, November 26, 1996 -- The Seagram Company Ltd. and Pearson plc announced today the signing of a definitive agreement to sell Seagram's publishing division, The Putnam Berkley Group, Inc., a division of MCA INC., to Pearson, which owns Penguin Publishing. The companies announced a purchase price of $336 million in cash. The deal is expected to close prior to yearend following expiration of the Hart Scott Rodino waiting period. Edgar Bronfman, Jr., Seagram's president and chief executive officer, stated: "This decision was based on our strategy to focus on our core entertainment businesses and to deploy assets into those segments offering the greatest opportunity for Seagram." Frank J. Biondi, Jr., chairman and chief executive officer and Ron Meyer, president and chief operating officer, issued the following statement on behalf of MCA: "As Phyllis Grann and her colleagues leave the MCA family, we want them to know how deeply we appreciate their many contributions to our company. We wish them great success as part of Pearson and its publishing operations." Michael Lynton, who takes over from Peter Mayer at the end of 1996 as chairman and chief executive officer of Penguin Group worldwide, including the two combined Penguin/Putnam companies in the USA, said: "This is a terrific acquisition for Penguin. The two businesses complement each other extremely well in terms of both authors and people and will create great opportunities for the future. It is a marvelous way to start at Penguin." Phyllis Grann, currently chairman and chief executive officer of Putnam, will assume the post of president of the combined Penguin/Putnam companies in the United States. Marvin Brown will continue in his role as president of Penguin USA. David Shanks will continue in his role as president of The Putnam Berkley Group. Commenting on the acquisition, Ms. Grann said: "Penguin and Putnam make a superb strategic fit. Penguin is a company I have always admired and respected, and together we can take Penguin and Putnam into the 21st century as one of the leading publishing companies in the world." - more - 3 - 2 - Frank Barlow, managing director of Pearson plc, said: "I am delighted to welcome Phyllis Grann and her colleagues to Penguin. With this acquisition Michael Lynton has done a great deal to enhance our position in trade book publishing in the U.S. and in a business which has performed very well for Pearson shareholders over the years." The acquisition will bring together two of the most successful trade book publishers in the United States. The Putnam Berkley frontlist, which reads like a Who's Who, includes some of the most well known writers like Tom Clancy, Patricia Cornwell, Dick Francis, Amy Tan, Robin Cook, Bebe Moore Campbell and Kurt Vonnegut. Combined with Penguin's frontlist featuring Stephen King, Terry McMillan, Jackie Mitchard, Bill Gates, and Nancy Taylor Rosenberg, Penguin/Putnam will be positioned as one of the industry's leaders worldwide. Penguin also has a significant backlist of titles (approximately 10,000 titles strong), including names like Toni Morrison, Arthur Miller, Saul Bellow and Robert Fagles. The combination of Penguin and Putnam will result in a strengthened presence in all segments of trade book publishing, including mass market paperback lists and children's books, with bestselling series such as Winnie The Pooh, Spot, Madeline and notable authors including Eric Carle, Jan Brett, Tomie DePaola, Brian Jacques, Peggy Rathmann, Beatrix Potter, Roald Dahl, Steven Kellogg, Jon Scieszka, Don Freeman and Rosemary Wells. The purchase price gives effect to the repayment of an intercompany account and is also subject to standard post-closing adjustments and certain expense reimbursements. The transaction has been structured to provide Pearson with any operating cash flow in December and Seagram with interest on the purchase price beginning December 1. The Putnam Berkley Group, Inc. is a division of MCA INC. which is a unit of The Seagram Company Ltd., the global beverage and entertainment company. The Putnam Berkley Group has several very well known imprints, such as G.P. Putnam's Sons, Berkley Books, Jove, Ace, Boulevard, Grosset, Riverhead Books, Jeremy P. Tarcher, Perigee, HP Books, Grosset & Dunlap, Price Stern Sloan, Philomel and Wee Sing. Among the imprints in Penguin USA are Dutton, Dial, Viking, Signet, Frederick Warne, Puffin and Plume-Penguin. Penguin is part of the entertainment division of Pearson plc, the international media group, which also includes Pearson Television, The Tussauds Group, Pearson New Entertainment and Mindscape. ### -----END PRIVACY-ENHANCED MESSAGE-----